<PAGE>
                                                                     EXHIBIT 4.2

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






                        TRAVELERS PROPERTY CASUALTY CORP.




                                       TO




                              THE BANK OF NEW YORK,
                                     Trustee




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


                  JUNIOR SUBORDINATED DEBT SECURITIES INDENTURE


                           Dated as of March 27, 2002


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





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


<PAGE>



                                TABLE OF CONTENTS


<TABLE>
                                                                            PAGE
<S>                                                                         <C>
                              ARTICLE I

        DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1    Definitions ............................................       1

SECTION 1.2    Compliance Certificates and Opinions ...................       8

SECTION 1.3    Form of Documents Delivered to Trustee .................       8

SECTION 1.4    Acts of Holders; Record Dates ..........................       9

SECTION 1.5    Notices, Etc., to Trustee and Company ..................       9

SECTION 1.6    Notice to Holders; Waiver ..............................      10

SECTION 1.7    Conflict with Trust Indenture Act ......................      10

SECTION 1.8    Effect of Headings and Table of Contents ...............      10

SECTION 1.9    Successors and Assigns .................................      10

SECTION 1.10   Separability Clause ....................................      11

SECTION 1.11   Benefits of Indenture ..................................      11

SECTION 1.12   Governing Law ..........................................      11

SECTION 1.13   Legal Holidays .........................................      11

SECTION 1.14   Tax Characterization ...................................      11

                             ARTICLE II

                           SECURITY FORMS

SECTION 2.1    Forms Generally ........................................      11

SECTION 2.2    Form of Face of Security ...............................      12

SECTION 2.3    Form of Reverse of Security ............................      14

SECTION 2.4    Form of Trustee's Certificate of Authentication ........      18

                             ARTICLE III

                           THE SECURITIES

SECTION 3.1    Amount Unlimited; Issuable in Series ...................      18

SECTION 3.2    Denominations ..........................................      20

SECTION 3.3    Execution, Authentication, Delivery and Dating .........      20

SECTION 3.4    Temporary Securities ...................................      22

SECTION 3.5    Registration, Registration of Transfer and Exchange ....      22
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<S>                                                                         <C>
SECTION 3.6    Mutilated, Destroyed, Lost and Stolen Securities .......      23

SECTION 3.7    Payment of Interest; Interest Rights Preserved .........      24

SECTION 3.8    Persons Deemed Owners ..................................      25

SECTION 3.9    Cancellation ...........................................      25

SECTION 3.10   Interest ...............................................      25

SECTION 3.11   Form and Payment .......................................      26

SECTION 3.12   Global Securities ......................................      27

SECTION 3.13   CUSIP Numbers ..........................................      29

                             ARTICLE IV

               SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 4.1    Satisfaction and Discharge of Indenture ................      29

SECTION 4.2    Defeasance and Discharge ...............................      30

SECTION 4.3    Covenant Defeasance ....................................      31

SECTION 4.4    Conditions to Defeasance or Covenant Defeasance ........      31

SECTION 4.5    Application of Trust Money .............................      32

SECTION 4.6    Indemnity for U.S. Government Obligations ..............      32

                              ARTICLE V

                              REMEDIES

SECTION 5.1    Events of Default ......................................      33

SECTION 5.2    Acceleration of Maturity; Rescission and Annulment .....      34

SECTION 5.3    Collection of Indebtedness and Suits for Enforcement
               by Trustee .............................................      35

SECTION 5.4    Trustee May File Proofs of Claim .......................      36

SECTION 5.5    Trustee May Enforce Claims Without Possession of
               Securities .............................................      37

SECTION 5.6    Application of Money Collected .........................      37

SECTION 5.7    Limitation on Suits ....................................      37

SECTION 5.8    Unconditional Right of Holders to Receive Principal,
               Premium and Interest ...................................      38

SECTION 5.9    Restoration of Rights and Remedies .....................      38

SECTION 5.10   Rights and Remedies Cumulative .........................      38
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SECTION 5.11   Delay or Omission Not Waiver ...........................      38

SECTION 5.12   Control by Holders .....................................      39

SECTION 5.13   Waiver of Past Defaults ................................      39

SECTION 5.14   Undertaking for Costs ..................................      39

                             ARTICLE VI

                             THE TRUSTEE

SECTION 6.1    Certain Duties and Responsibilities ....................      40

SECTION 6.2    Notice of Defaults .....................................      41

SECTION 6.3    Certain Rights of Trustee ..............................      41

SECTION 6.4    Not Responsible for Recitals or Issuance of Securities .      42

SECTION 6.5    May Hold Securities ....................................      43

SECTION 6.6    Money Held in Trust ....................................      43

SECTION 6.7    Compensation and Reimbursement .........................      43

SECTION 6.8    Disqualification; Conflicting Interests ................      43

SECTION 6.9    Corporate Trustee Required; Eligibility ................      44

SECTION 6.10   Resignation and Removal; Appointment of Successor ......      44

SECTION 6.11   Acceptance of Appointment by Successor .................      45

SECTION 6.12   Merger, Conversion, Consolidation or Succession to
               Business ...............................................      46

SECTION 6.13   Preferential Collection of Claims Against Company ......      47

SECTION 6.14   Appointment of Authenticating Agent ....................      47

                             ARTICLE VII

           HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1    Company to Furnish Trustee Names and Addresses of
               Holders ................................................      49

SECTION 7.2    Preservation of Information; Communications to Holders .      49

SECTION 7.3    Reports by Trustee .....................................      50

SECTION 7.4    Reports by Company .....................................      50

                            ARTICLE VIII

         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1    Company May Consolidate, Etc., Only on Certain Terms ...      51
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SECTION 8.2    Successor Corporation Substituted ......................      52

                             ARTICLE IX

                       SUPPLEMENTAL INDENTURES

SECTION 9.1    Supplemental Indentures Without Consent of Holders .....      52

SECTION 9.2    Supplemental Indentures with Consent of Holders ........      53

SECTION 9.3    Execution of Supplemental Indentures ...................      55

SECTION 9.4    Effect of Supplemental Indentures ......................      55

SECTION 9.5    Conformity with Trust Indenture Act ....................      55

SECTION 9.6    Reference in Securities to Supplemental Indentures .....      55

                              ARTICLE X

                              COVENANTS

SECTION 10.1   Payment of Principal, Premium and Interest .............      55

SECTION 10.2   Maintenance of Office or Agency ........................      56

SECTION 10.3   Money for Securities Payments to Be Held in Trust ......      56

SECTION 10.4   Statement by Officers as to Default ....................      57

SECTION 10.5   Covenants as to Financing Trusts .......................      57

SECTION 10.6   Payment of Expenses ....................................      58

SECTION 10.7   Listing on an Exchange .................................      59

                             ARTICLE XI

                      REDEMPTION OF SECURITIES

SECTION 11.1   Applicability of Article ...............................      59

SECTION 11.2   Election to Redeem; Notice to Trustee ..................      59

SECTION 11.3   Selection by Trustee of Securities to Be Redeemed ......      60

SECTION 11.4   Notice of Redemption ...................................      60

SECTION 11.5   Deposit of Redemption Price ............................      61

SECTION 11.6   Securities Payable on Redemption Date ..................      61

SECTION 11.7   Securities Redeemed in Part ............................      61

SECTION 11.8   Tax Event Redemption ...................................      61
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                             ARTICLE XII

                            SINKING FUNDS

SECTION 12.1   Applicability of Article ...............................      62

SECTION 12.2   Satisfaction of Sinking Fund Payments with Securities ..      62

SECTION 12.3   Redemption of Securities for Sinking Fund ..............      63

                            ARTICLE XIII

                EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 13.1   Extension of Interest Payment Period ...................      63

SECTION 13.2   Notice of Extension ....................................      64

SECTION 13.3   Limitation of Transactions .............................      64

                             ARTICLE XIV

                     SUBORDINATION OF SECURITIES

SECTION 14.1   Agreement to Subordinate ...............................      65

SECTION 14.2   Default on Senior Indebtedness .........................      65

SECTION 14.3   Liquidation; Dissolution; Bankruptcy ...................      66

SECTION 14.4   Subrogation ............................................      67

SECTION 14.5   Trustee to Effectuate Subordination ....................      68

SECTION 14.6   Notice by the Company ..................................      68

SECTION 14.7   Rights of the Trustee; Holders of Senior Indebtedness ..      69

SECTION 14.8   Subordination May Not Be Impaired ......................      69

                             ARTICLE XV

                            MISCELLANEOUS

SECTION 15.1   Acknowledgement of Rights ..............................      70
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                        TRAVELERS PROPERTY CASUALTY CORP.

          RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                                    INDENTURE

TRUST INDENTURE

<TABLE>
<CAPTION>
             ACT SECTION                              INDENTURE SECTION
<S>                                                   <C>
Section 310  (a)(1) ..............................            6.9
             (a)(2) ..............................            6.9
             (a)(3) ..............................            Not Applicable
             (a)(4) ..............................            Not Applicable
             (b) .................................            6.8
                                                              6.10
Section 311  (a) .................................            6.13(a)
             (b) .................................            6.13(b)
             (b)(2) ..............................            7.3(a)(2)
                                                              7.3(b)
Section 312  (a) .................................            7.1
                                                              7.2(a)
             (b) .................................            7.2(b)
             (c) .................................            7.2(c)
Section 313  (a) .................................            7.3(a)
             (b) .................................            7.3(b)
             (c) .................................            7.3(a), 7.3(b)
             (d) .................................            7.3(c)
Section 314  (a) .................................            7.4, 10.4
             (b) .................................            Not Applicable
             (c)(1) ..............................            1.2
             (c)(2) ..............................            1.2
             (c)(3) ..............................            Not Applicable
             (d) .................................            Not Applicable
             (e) .................................            1.2
Section 315  (a) .................................            6.1(a)
             (b) .................................            6.2
                                                              7.3(a)(6)
             (c) .................................            6.1(b)
             (d) .................................            6.1(c)
             (d)(1) ..............................            6.1(c)(1)
             (d)(2) ..............................            6.1(c)(2)
             (d)(3) ..............................            6.1(c)(3)
             (e) .................................            5.14
Section 316  (a) .................................            1.1
             (a)(1)(A) ...........................            5.2
                                                              5.12
             (a)(1)(B) ...........................            5.13
             (a)(2) ..............................            Not Applicable
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<TABLE>
<S>                                                           <C>
             (b) .................................            5.8
Section 317  (a)(1) ..............................            5.3
             (a)(2) ..............................            5.4
             (b) .................................            10.3
Section 318  (a) .................................            1.7
</TABLE>


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


                                     -vii-
<PAGE>



            JUNIOR SUBORDINATED DEBT SECURITIES INDENTURE, dated as of March 27,
2002, between TRAVELERS PROPERTY CASUALTY CORP., a corporation duly organized
and existing under the laws of the State of Connecticut (herein called the
"Company"), having its principal office at One Tower Square, Hartford,
Connecticut, 06183, and The Bank of New York, a New York banking corporation and
existing under the laws of the State of New York, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured,
subordinated debentures, securities, notes or other evidences of indebtedness
(herein called the "Securities"), to be issued in one or more series as provided
in this Indenture.

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

            Now, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1 Definitions.

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

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

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

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

            (4) 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.


                                       1
<PAGE>


            Certain terms, used principally in Article VI, are defined in that
Article.

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

            "Additional Interest" has the meaning specified in Section 3.10(c).

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

            "Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate the Securities.

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

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

            "Book Entry Interest" means a beneficial interest in a Global
Security, ownership of which shall be maintained and transfers of which shall be
made through book entries by the Depositary.

            "Business Day" means any day other than a Saturday, Sunday or any
other day on which banking institutions in New York, New York are authorized or
obligated by any applicable law to close.

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

            "Common Securities" means undivided beneficial interests in the
assets of a Financing Trust which rank, except upon the occurrence and
continuation of an Event of Default, pari passu with Preferred Securities issued
by such Financing Trust.

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

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman or a Vice Chairman of
the Board of Directors, its President, a Vice President, its Chief Financial
Officer or its Chief Accounting Officer, and by its


                                       2
<PAGE>


Treasurer, a Deputy Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

            "Compounded Interest" has the meaning specified in Section 13.1.

            "Corporate Trust Office" means the principal office of the Trustee
in the City of New York, New York at which at any particular time its corporate
trust business shall be principally administered, which at the date hereof is
located at 5 Penn Plaza, 13th Floor, New York, New York 10001-1810.

            "Covenant Defeasance" has the meaning specified in Section 4.3.

            "Declaration" means, with respect to a Financing Trust, the amended
and restated declaration of trust or any other governing instrument of such
Financing Trust.

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

            "Defeasance" has the meaning specified in Section 4.2.

            "Deferred Interest" has the meaning specified in Section 13.1.

            "Delaware Trustee" has the meaning specified in the Declaration of
any Financing Trust.

            "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.12.

            "Direct Action" has the meaning specified in Section 15.1

            "Dissolution Event" means, with respect to a Financing Trust, that
as a result of the occurrence and continuation of a Special Event with respect
to such Financing Trust, such Financing Trust is to be dissolved in accordance
with its Declaration.

            "Distributions" on Trust Securities of a Financing Trust has the
meaning set forth in the Declaration of such Financing Trust.

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

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor legislation.

            "Extended Interest Payment Period" has the meaning specified in
Section 13.1.

            "Financing Trust" means a trust affiliated with the Company created
for the purpose of issuing preferred securities in connection with the issuance
of Securities under this Indenture.

            "Floating or Adjustable Rate Provision" means a formula or
provision, specified in a Board Resolution or an indenture supplemental hereto,
providing for the determination, whether


                                       3
<PAGE>


pursuant to objective factors or pursuant to the sole discretion of any Person
(including the Company), and periodic adjustment of the interest rate per annum
borne by a Floating or Adjustable Rate Security.

            "Floating or Adjustable Rate Security" means any Security which
provides for interest to be payable thereon at a rate per annum that may vary
from time to time over the term thereof in accordance with a Floating or
Adjustable Rate Provision.

            "Global Security" means a Security that evidences all or part of the
Securities of any series and is authenticated and delivered to, and registered
in the name of, the Depositary for such Securities or a nominee thereof.

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

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.1.

            "Institutional Trustee" has the meaning set forth in the Declaration
of any Financing Trust.

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

            "Interest Rate" has the meaning specified in Section 3.10.

            "Maturity," when used with respect to any Security, means the date
on which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise.

            "Non Book-Entry Preferred Securities" has the meaning specified in
Section 3.12(b).

            "No Recognition Opinion," with respect to a Financing Trust, has the
meaning specified in the Declaration of such Financing Trust.

            "Officers' Certificate" means a certificate signed by the Chairman
or Vice Chairman of the Board of Directors, the President, a Vice President, the
Chief Financial Officer or the Chief Accounting Officer, and by the Treasurer, a
Deputy Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

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


                                       4
<PAGE>


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

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

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

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

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

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

            "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

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


                                       5
<PAGE>


            "Preferred Securities" means undivided beneficial interests in the
assets of a Financing Trust which rank, except upon the occurrence and
continuation of an Event of Default, pari passu with Common Securities issued by
such Financing Trust.

            "Preferred Security Certificate" has the meaning specified in the
Declaration of any Financing Trust.

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

            "Redemption Option Date" means, with respect to a series of
Securities, the date specified as contemplated by Section 3.1 on or after which,
from time to time, the Company, at its option, may redeem such series of
Securities in whole or in part.

            "Redemption Price," when used with respect to any Security to be
redeemed, means such percentage of the principal amount of such Security that is
specified pursuant to Section 3.1 plus any accrued and unpaid interest thereon
to, but excluding, the date of redemption.

            "Redemption Tax Opinion," with respect to a Financing Trust, has the
meaning set forth in the Declaration of the applicable Financing Trust.

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified as such
pursuant to Section 3.1.

            "Regular Trustees" has the meaning set forth in the Declaration of
any Financing Trust.

            "Responsible Officer" means, with respect to the Trustee, any
officer within the Corporate Trust Office of the Trustee, including any
vice-president, any assistant vice-president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate 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" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

            "Security Beneficial Owner" means, with respect to a Book Entry
Interest, a person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Depositary, or on the books of a Person
maintaining an account with such Depositary (directly as a Depositary
participant or as an indirect participant, in each case in accordance with the
rules of the Depositary).

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

            "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


                                       6
<PAGE>


and (B) indebtedness evidenced by securities, notes, debentures, bonds or other
similar instruments issued by the Company; (ii) all capital lease obligations of
the Company; (iii) all obligations issued or assumed by the Company as the
deferred purchase price of property, all conditional sale obligations of the
Company and all obligations of the Company under any conditional sale or title
retention agreement (but excluding trade accounts payable in the ordinary course
of business); (iv) all obligations, contingent or otherwise, of the Company in
respect of any letters of credit, banker's acceptance, security purchase
facilities or similar credit transactions; (v) all obligations in respect of
interest rate swap, cap or other agreements, interest rate future or option
contracts, currency swap agreements, currency future or option contracts and
other similar agreements; (vi) all obligations of the type referred to in
clauses (i) through (v) of other Persons for the payment of which the Company is
responsible or liable as obligor, guarantor or otherwise; and (vii) all
obligations of the type referred to in clauses (i) through (vi) of other Persons
secured by any lien on any property or asset of the Company (whether or not such
obligation is assumed by such obligor). Notwithstanding the foregoing, Senior
Indebtedness does not include (1) any such indebtedness that is by its terms
subordinated to or pari passu with the Securities, and (2) any indebtedness
between or among the Company and its Affiliates, including all other debt
securities and guarantees in respect of those debt securities, issued to (x) any
trust formed by the Company or a trustee of such trust or (y) any trust, or a
trustee of such trust, partnership or other entity affiliated with the Company
which is a financing vehicle of the Company (a "Financing Entity") in connection
with the issuance by such Financing Entity of preferred securities or other
securities guaranteed by the Company pursuant to an instrument that ranks pari
passu with, or junior to, such guarantee.

            "Special Event," with respect to a Financing Trust, has the meaning
specified in the Declaration of such Financing Trust.

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

            "Stated Maturity," when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal (or any portion thereof) of such Security
or premium, if any, on such Security or such installment of interest is due and
payable.

            "Tax Event," with respect to a Financing Trust, has the meaning set
forth in the Declaration of such Financing Trust.

            "Tax Event Opinion," with respect to a Financing Trust, has the
meaning set forth in the Declaration of such Financing Trust.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as in
force at the date as of which this instrument was executed, except as provided
in Section 9.5.

            "Trust Securities" means Common Securities and Preferred Securities
of any Financing Trust.

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee


                                       7
<PAGE>


hereunder, and if at any time there is more than one such Person, "Trustee" as
used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.

            "U.S. Government Obligations" has the meaning specified in Section
4.4.

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

SECTION 1.2 Compliance Certificates and Opinions.

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

            Every Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

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

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

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

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

SECTION 1.3 Form of Documents Delivered to Trustee.

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

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or


                                       8
<PAGE>


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

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

SECTION 1.4 Acts of Holders; Record Dates.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders shall be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

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

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

SECTION 1.5 Notices, Etc., to Trustee and Company.

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


                                       9
<PAGE>


            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      to or with the Trustee at its Corporate Trust Office, Attention: Corporate
      Trust Administration; provided, however, that such instrument will be
      considered properly given if submitted in an electronic format, i.e., by
      facsimile, E-Mail or otherwise, or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of the Indenture or at any other address previously
      furnished in writing to the Trustee by the Company; provided, however,
      that such instrument will be considered properly given if submitted in an
      electronic format, i.e., by facsimile, E-Mail or otherwise.

SECTION 1.6 Notice to Holders; Waiver.

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

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

SECTION 1.7 Conflict with Trust Indenture Act.

            If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

SECTION 1.8 Effect of Headings and Table of Contents.

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

SECTION 1.9 Successors and Assigns.

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


                                       10
<PAGE>


SECTION 1.10 Separability Clause.

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

SECTION 1.11 Benefits of Indenture.

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

SECTION 1.12 Governing Law.

            This Indenture and the Securities shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York,
and all rights and remedies shall be governed by such laws without regard for
the principles of its conflicts of laws.

SECTION 1.13 Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, 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.

SECTION 1.14 Tax Characterization.

            The Company, the Trustee and each Holder of a Security (by
acceptance thereof) agrees to treat the Securities as debt instruments for
United States federal, state and local income and franchise tax purposes and
agrees not to take any contrary position before any taxing authority or on any
tax return unless otherwise required by law.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.1 Forms Generally.

            The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such


                                       11
<PAGE>


letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with the rules or regulations of
any stock exchange on which the Securities may be listed or Depositary therefor
or as may, consistently herewith, be determined by the officers of the Company
executing such Securities, as evidenced by their execution of such Securities.
If the form of Securities of any series is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities.

            The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

            The definitive Securities may be produced in any manner as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

SECTION 2.2 Form of Face of Security.

            [IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT - This Security
is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary. This
Security is exchangeable for Securities registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described
in the Indenture, and no transfer of this Security (other than a transfer of
this Security as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

            Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.]

No. ____________

                                                 CUSIP No. ____________________

                        TRAVELERS PROPERTY CASUALTY CORP.

                      [INSERT TITLE OF SERIES OF SECURITY]

            TRAVELERS PROPERTY CASUALTY CORP., a Connecticut corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
______________ or registered assigns, the principal sum of_____________ Dollars
($________) on _________, ____, and to pay interest on said principal sum from
___________, ____, or from the most recent interest payment date (each


                                       12
<PAGE>


such date, an "Interest Payment Date") to which interest has been paid or duly
provided for, [quarterly (subject to deferral as set forth herein)] in arrears
on [_____________, ___________, ___________ and ___________] of each year
commencing ________, ____, at [If the Security is to bear interest at a fixed
rate, insert -a rate of .. % per annum,] [If the Security is a Floating or
Adjustable Rate Security, insert -a rate per annum [computed-determined] in
accordance with the [insert defined name of Floating or Adjustable Rate
Provision] set forth below] until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per
annum compounded [quarterly]. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Security
is not a Business Day, then payment of interest 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 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, which
shall be the close of business on [_______, ____], [________, ____], [______,
____] or [______, ____] immediately preceding such Interest Payment Date. [IF
PURSUANT TO THE PROVISIONS OF THE INDENTURE THE SECURITIES ARE NO LONGER
REPRESENTED BY A GLOBAL SECURITY -- which shall be the close of business on the
____ Business Day next preceding such Interest Payment Date.] 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 Security (or one or more Predecessor 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 this series of Securities not less than 10
days prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Payments on this
Global Security will be made to The Depository Trust Company, or to a successor
Depositary. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE SECURITIES ARE
NO LONGER REPRESENTED BY A GLOBAL SECURITY --The principal of (and premium, if
any) and the interest on this Security shall be payable at the office or agency
of the Trustee 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 address as shall appear in the Security Register. Notwithstanding the
foregoing, if the Holder of this Security is the Institutional Trustee of a
Financing Trust, the payment of the principal of (and premium, if any) and
interest on this Security will be made at such place and to such account as may
be designated by such Institutional Trustee.]

            [At this point in the Security Form of any series of Floating or
Adjustable Rate Securities, the text of the Floating or Adjustable Rate
Provision relating thereto should be inserted.]


                                       13
<PAGE>


            The indebtedness evidenced by this 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 of the Company, and this
Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by, such provisions, (b) authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints the
Trustee his or her attorney-in-fact for any and all such purposes. Each Holder
hereof, by his or her 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 of the Company, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

            This Security shall not be entitled to any benefit under the
Indenture hereinafter referred to, 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 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.

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

Dated: ___________

                                          TRAVELERS PROPERTY CASUALTY CORP.


                                          By:__________________________________
                                             Name:
                                             Title:


SECTION 2.3 Form of Reverse of Security.

            This security is one of a duly authorized series of securities of
the Company (herein sometimes referred to as the "Securities"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of ______, 200_ (the "Indenture"), duly executed and
delivered between the Company and The Bank of New York, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the respective rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities. By the terms of the Indenture, the
Securities are issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Indenture. This series
of Securities is limited in aggregate principal amount to $ _________.

            [Because of the occurrence and continuation of a Tax Event, at any
time in certain circumstances, this Security may become due and payable at
[specify redemption prices] % of the


                                       14
<PAGE>


principal amount thereof, together with any accrued and unpaid interest thereon
to, but excluding, the date of such redemption (the "Redemption Price"). The
Redemption Price shall be paid prior to 12:00 noon, New York City time, on the
date of such redemption or at such earlier time as the Company determines.] [The
Company shall have the right to redeem this Security at the option of the
Company, without penalty, in whole or in part at any time, or from time to time,
on or after _______, ____ (an "Optional Redemption") at a redemption price equal
to [specify redemption prices] % of the principal amount thereof, plus any
accrued but unpaid interest to, but excluding, the date of such redemption (the
"Optional Redemption Price"). Any redemption pursuant to this paragraph will be
made upon not less than 30 days' nor more than 60 days' notice at the Optional
Redemption Price. If the Securities are only partially redeemed by the Company
pursuant to an Optional Redemption, the Securities will be redeemed pro rata or
by lot or by any other method utilized by the Trustee, provided that if, at the
time of redemption, the Securities are registered as a Global Security, the
Depositary shall determine the principal amount of such Securities held by each
Security Beneficial Owner to be redeemed in accordance with its procedures.]

            [The Securities of this series are subject to redemption upon not
less than 30 days' nor more than 60 days' notice by mail, (1) on ________ in any
year commencing with the year ____ and ending with the year _____ through
operation of the sinking fund for this series at a Redemption Price of ____, (2)
at any time [on or after ________, 200_, as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount): If redeemed [on or before ______, __%, and if redeemed
during the 12-month period beginning __________ of the years indicated, and
thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

            [Notwithstanding the foregoing, the Company may not, prior to
______, redeem any Securities of this series as contemplated by Clause (2) of
the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of monies borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than ____% per annum.]

            [The sinking fund for this series provides for redemption on _______
in each year beginning in the year ______ and ending with the year _____ of [not
less than] $_______("mandatory sinking fund") and not more than $_______
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking
fund payments otherwise required to be made in the [inverse] order in which they
become due.]

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


                                       15
<PAGE>


            In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Securities may be
declared, and upon such declaration 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 Securities of each series affected at the time
outstanding, as defined 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 Securities; provided,
however, that no such supplemental indenture shall, without the consent of
Holders of each Security then outstanding and affected thereby: change the fixed
maturity of any Securities of any series, or reduce the principal amount
thereof; reduce the rate or change the time of payment of interest thereon;
reduce any premium payable upon the redemption thereof or change the time at
which such Security may or must be redeemed or purchased; change the money in
which such Security is payable; make any change in the provisions of the
Indenture relating to waivers of past defaults or the rights of Holders to
receive payments of principal of, premium, if any, interest or liquidated
damages, if any, on any of the Securities; make any change in the ability of the
Holders to enforce their rights under the Indenture; reduce the aforesaid
percentage of Securities, the Holders of which are required to consent to any
such supplemental indenture; [or, except as permitted by the Indenture, increase
any conversion price or modify the provisions of the indenture relating to the
conversion of any Securities in a manner adverse to Holders]. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding affected thereby,
on behalf of all of the Holders of the Securities of such series, to waive any
past default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture with respect to such series,
and its consequences, except a default in the payment of the principal of or
premium, if any, or interest on any of the Securities of such series. Any such
consent or waiver by the registered Holder of this 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 Security and of any 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 Security.

            No reference herein to the Indenture and no provision of this
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 Security at the time and place and at the
rate and in the money herein prescribed.

            [The Company shall have the right at any time during the term of the
Securities and from time to time to extend the interest payment period of such
Securities for a period not exceeding 20 consecutive interest periods (an
"Extended Interest Payment Period"), at the end of which period the Company
shall pay all interest then accrued and unpaid (together with interest on such
deferred interest payments at the rate specified for the Securities to the
extent that payment of such interest is enforceable under applicable law);
provided, that no such Extended Interest Payment Period shall extend beyond the
Stated Maturity of the Securities; and provided further that during any such
Extended Interest Payment Period (a) the Company shall not declare or pay any


                                       16
<PAGE>


dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
or make any guarantee payment with respect thereto (other than (i) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) 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), and (b) the
Company shall not make any payment of interest on or principal of (or premium,
if any, on), or repay, repurchase or redeem, any debt securities issued by the
Company which rank pari passu with or junior to the Securities. The foregoing,
however, will not apply to any stock dividends paid by the Company where the
dividend stock is the same stock as that on which the dividend is being paid.
Before the termination of any such Extended Interest Payment Period, the Company
may further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive interest periods. At the termination of
any such Extended Interest Payment Period and upon the payment of all accrued
and unpaid interest and any additional amounts then due, the Company may
commence a new Extended Interest Payment Period which must comply with the
requirements set forth above.]

            As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable by the registered Holder hereof
on the Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Trustee in the City and
State of New York 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 his attorney duly authorized in writing, and
thereupon one or more new Securities of authorized denominations and for the
same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such 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
Security, the Company, the Trustee, any paying agent and the Security Registrar
may deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Security shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

            No recourse shall be had for the payment of the principal of or any
premium or the interest on this 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.


                                       17
<PAGE>


            [The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof.]
[This Global Security is exchangeable for Securities in definitive form only
under certain limited circumstances set forth in the Indenture. Securities of
this series so issued are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof.] As provided in the
Indenture and subject to certain limitations [herein and] therein set forth,
Securities of this series [so issued] are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.

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

SECTION 2.4 Form of Trustee's Certificate of Authentication.

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

                          CERTIFICATE OF AUTHENTICATION

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

The Bank of New York,
   as Trustee


By: ______________________________
    Authorized Signatory


Dated: ___________________________


                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.1    Amount Unlimited; Issuable in Series.

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

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

            (1) the title of the Securities of the series (which shall
      distinguish the Securities of the series from all Securities of any other
      series, except to the extent that additional Securities of an existing
      series are being issued);


                                       18
<PAGE>


            (2) the date or dates on which the principal of the Securities of
      the series is payable, and, if applicable to the series, the terms of any
      sinking fund obligations with respect to such series;

            (3) the rate or rates at which the Securities of the series shall
      bear interest, if any, or the Floating or Adjustable Rate Provision
      pursuant to which such rate or rates shall be determined, the date or
      dates from which any such interest shall accrue, or the method by which
      such date or dates shall be determined, the Interest Payment Dates on
      which any such interest shall be payable and the Regular Record Dates for
      the determination of Holders to whom interest is payable on any Interest
      Payment Date (if such Interest Payment Dates or Regular Record Dates
      differ from those provided herein);

            (4) the place or places where the principal of (and any premium, if
      any) and interest on Securities of the series shall be payable;

            (5) in addition to the redemption rights provided herein, the period
      or periods within which (including the Redemption Option Date for the
      series) and the price or prices at which and the terms and conditions upon
      which any Securities of the series may be redeemed, in whole or in part,
      at the option of the Company if the Company is to have that option;

            (6) if other than denominations of $25 and any integral multiple
      thereof, the denominations in which Securities of the series shall be
      issuable;

            (7) any other event or events of default applicable with respect to
      the Securities of the series in addition to those provided in Section
      5.1(1) through (7);

            (8) any other covenant or warranty included for the benefit of
      Securities of the series in addition to (and not inconsistent with) those
      included in this Indenture for the benefit of Securities of all series, or
      any other covenant or warranty included for the benefit of Securities of
      the series in lieu of any covenant or warranty included in this Indenture
      for the benefit of Securities of all series, or any provision that any
      covenant or warranty included in this Indenture for the benefit of
      Securities of all series shall not be for the benefit of Securities of the
      series, or any combination of such covenants, warranties or provisions;

            (9) the subordination terms of the Securities of the series (if
      different than the terms provided herein);

            (10) the provisions of this Indenture, if any, that shall not apply
      to the series;

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

            (12) whether the Securities of the series are to be issued as
      original issue discount securities and the amount of discount with which
      such Securities may be issued;


                                       19
<PAGE>


            (13) if other than the principal amount thereof, the portion of the
      principal amount of the Securities which shall be payable upon declaration
      of acceleration of the maturity thereof pursuant to Section 5.2;

            (14) the right, if any, to defer payment of interest on the debt
      securities and the maximum length of any deferral period;

            (15) whether the Securities of the series will be convertible into
      shares of common stock or other securities of the Company and, if so, the
      terms and conditions upon which such Securities will be so convertible,
      including whether conversion is mandatory, at the option of the holder, or
      at the option of the Company, the conversion price, the conversion period
      and any provisions pursuant to which the number of shares of common stock
      or other securities of the Company to be received by the holders of such
      series of Securities would be subject to adjustment;

            (16) the currency or currency units in which payment of the
      principal of and any premium and interest on the Securities of the series
      shall be payable;

            (17) the terms and conditions, if any, pursuant to which the
      Securities of the series are secured;

            (18) the terms pursuant to which the Securities of any series are
      subject to defeasance and satisfaction and discharge, if different than
      those provided herein; and

            (19) any other terms of the series (which additional terms shall not
      be inconsistent with the provisions of this Indenture).

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided by or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
such Officers' Certificate referred to above or in any such indenture
supplemental hereto.

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

SECTION 3.2 Denominations.

            The Securities of each series shall be issuable in registered form
without coupons and in such denominations as shall be specified as contemplated
by Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $25 and any integral multiple thereof.

SECTION 3.3 Execution, Authentication, Delivery and Dating.

            The Securities shall be executed in the name and on behalf of the
Company by its Chairman or a Vice Chairman of the Board of Directors, its
President, a Vice President, the Chief


                                       20
<PAGE>


Financial Officer or the Chief Accounting Officer. The signature of any of these
officers on the Securities may be manual or facsimile.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive at the time of the initial delivery by
the Company of Securities of such series to the Trustee for authentication, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:

            (a) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 2.1, that such form has
been established in conformity with the provisions of this Indenture;

            (b) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this Indenture; and

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

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

            Each Security shall be dated the date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.


                                       21
<PAGE>


SECTION 3.4 Temporary Securities.

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

            If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for
Securities of that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like aggregate principal amount of definitive Securities of the same
series and of like tenor of authorized denominations. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

SECTION 3.5 Registration, Registration of Transfer and Exchange.

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

            Subject to Section 3.11, upon surrender for registration of transfer
of any Security of any series at the office or agency of the Company in a Place
of Payment for Securities of that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of like tenor of the same series, of
any authorized denominations and of a like aggregate principal amount.

            Subject to Section 3.11, at the option of the Holder, Securities of
any series may be exchanged for other Securities of like tenor of the same
series, of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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


                                       22
<PAGE>


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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any applicable tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Security of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series selected for redemption under Section
11.3 and ending at the close of business on the day of such mailing or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

SECTION 3.6 Mutilated, Destroyed, Lost and Stolen Securities.

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

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

            In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable or has been called for redemption
pursuant to Section 11.4, the Company in its discretion may, instead of issuing
a new Security, pay such Security.

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

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


                                       23
<PAGE>


            All Securities shall be held and owned upon the express condition
that the provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.7 Payment of Interest; Interest Rights Preserved.

            Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

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

            (1) The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities of such series (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 Security of such series 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 such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to each Holder of Securities of
     such series at his address as it appears in the Security Register, not less
     than 10 days prior to such Special Record Date. Notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor
     having been so mailed, such Defaulted Interest shall be paid to the Persons
     in whose names the Securities of such series (or their respective
     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

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


                                       24
<PAGE>


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

            For the purposes of determining the Holders who are entitled to
participate in any distribution on the Securities in respect of which a Regular
Record Date or a Special Record Date is not otherwise provided for in this
Indenture, or for the purpose of any other action (unless provided for pursuant
to Section 3.1), the Company may from time to time fix a date, not more than 90
days prior to the date of the payment of distribution or other action, as the
case may be, as a record date for the determination of the identity of the
Holders of record for such purposes.

SECTION 3.8 Persons Deemed Owners.

            The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 3.7) interest on such Security and for all other
purposes whatsoever, whether or not such Security shall be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 3.9 Cancellation.

            All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. Unless otherwise directed by a Company Order, delivery of
which must be delivered in a timely manner to prevent such destruction, all
cancelled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its procedures for the disposition of cancelled securities as in
effect on the date of such disposition, and the Trustee shall deliver a
certificate of such disposition to the Company. Notwithstanding the foregoing,
the Company may not issue new Securities to replace Securities that it has paid,
redeemed or repurchased or that have been delivered to the Trustee for
cancellation or that any Holder of Securities has submitted for redemption
pursuant to Article IX hereof.

SECTION 3.10 Interest.

            (a) Each Security will bear interest at the rate established for the
series of Securities of which such Security is a part pursuant to Section 3.1
(the "Interest Rate") from and including the original date of issuance of such
Security until the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the Interest Rate,
compounded and payable on the payment dates established for the series of
Securities of which such Security is a part pursuant to Section 3.1) (each, an
"Interest Payment Date") commencing on the date established for


                                       25
<PAGE>


the series of Securities of which such Security is a part pursuant to Section
3.1, to the Person in whose name such Security or any Predecessor Security is
registered, at the close of business on the Regular Record Date for such
interest installment, which, in respect of any Securities of which the
Institutional Trustee of any Financing Trust is the Holder or which are a Global
Security, shall be the close of business on the Business Day next preceding that
Interest Payment Date. Notwithstanding the foregoing sentence, if the Preferred
Securities of a Financing Trust are no longer in book-entry only form or, except
if the Securities originally issued to such Financing Trust are held by the
Institutional Trustee of such Financing Trust, the Securities of any series are
not represented by a Global Security, the Company may select a Regular Record
Date for such interest installment on such series of Securities which shall be
any date more than 14 days but less than 60 days before an Interest Payment
Date.

            (b) The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months and will include the
first day but exclude the last day of such period. Except as provided in the
following sentence, the amount of interest payable for any period shorter than a
full period for which interest is computed will be computed on the basis of the
actual number of days elapsed in each 30-day month. In the event that any date
on which interest is payable on the Securities of any series is not a Business
Day, then payment of interest 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.

            (c) If, at any time while the Institutional Trustee of a Financing
Trust is the Holder of Securities of any series, such Financing Trust or such
Institutional Trustee is required to pay any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States, or any other taxing authority, then, in any case, the
Company will pay as additional interest ("Additional Interest") on the
Securities of such series, such additional amounts as shall be required so that
the net amounts received and retained by such Financing Trust and/or such
Institutional Trustee, as the case may be, after paying such taxes, duties,
assessments or other governmental charges will be equal to the amounts such
Financing Trust and/or such Institutional Trustee, as the case may be, would
have received had no such taxes, duties, assessments or other government charges
been imposed.

SECTION 3.11 Form and Payment.

            Except as provided in Section 3.12, the Securities of each series
shall be issued in fully registered certificated form without interest coupons.
Principal and interest on the Securities issued in certificated form will be
payable, the transfer of such Securities will be registrable, and such
Securities will be exchangeable, for Securities of the same series bearing
identical terms and provisions at the office or agency of the Trustee; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the Holders of such Securities at such address as shall appear
in the Security Register. Notwithstanding the foregoing, so long as the Holder
of all Securities of any series is the Institutional Trustee of any Financing
Trust, the payment of the principal of and interest (including Compounded
Interest and Additional Interest, if any) on Securities of such series will be
made at such place and to such account as may be designated by the Institutional
Trustee.


                                       26
<PAGE>


SECTION 3.12 Global Securities.

            (a) In the case of Securities that are not initially issued to a
Financing Trust:

            (i) the Securities shall be issued in the form of one or more
      permanent global securities in definitive, fully registered form without
      interest coupons (each, a "Global Security"). Any Global Security shall be
      deposited on behalf of the purchasers of the Securities represented
      thereby with the Trustee, as custodian for the Depositary, and registered
      in the name of the Depositary or a nominee of the Depositary for the
      accounts of participants in the Depositary, duly executed by the Company
      and authenticated by the Trustee as hereinafter provided. The aggregate
      principal amount of a Global Security may from time to time be increased
      or decreased by adjustments made on the records of the Trustee and the
      Depositary or its nominee as hereinafter provided. This Section 3.12(a)
      shall apply only to a Global Security deposited with or on behalf of the
      Depositary;

            (ii) the Company shall execute and the Trustee shall, in accordance
      with this Section 3.12(a) and the written order of the Company,
      authenticate and deliver initially one or more Global Securities that (i)
      shall be registered in the name of Cede & Co. or other nominee of such
      Depositary and (ii) shall be delivered by the Trustee to such Depositary
      or pursuant to such Depositary's instructions or held by the Trustee as
      custodian for the Depositary pursuant to a FAST Balance Certificate
      Agreement between the Depositary and the Trustee; and

            (iii) members of, or participants in, the Depositary ("Agent
      Members") shall have no rights under this Indenture with respect to any
      Global Security held on their behalf by the Depositary or by the Trustee
      as the custodian of the Depositary or under such Global Security, and the
      Depositary may be treated by the Company, the Trustee and any agent of the
      Company or the Trustee as the absolute owner of such Global Security for
      all purposes whatsoever. Notwithstanding the foregoing, nothing herein
      shall prevent the Company, the Trustee or any agent of the Company or the
      Trustee from giving effect to any written certification, proxy or other
      authorization furnished by the Depositary or impair, as between the
      Depositary and its Agent Members, the operation of customary practices of
      such Depositary governing the exercise of the rights of a holder of a
      beneficial interest in any Global Security.

            (b) In connection with a Dissolution Event with respect to any
Financing Trust:

            (i) the Securities in non book-entry certificated form held by such
      Financing Trust, or its Institutional Trustee, will be presented to the
      Trustee by the Institutional Trustee of such Financing Trust in exchange
      for a Global Security in an aggregate principal amount equal to the
      aggregate principal amount of all outstanding Securities of the series
      issued to such Financing Trust, to be registered in the name of the
      Depositary, or its nominee, and delivered by the Trustee to the Depositary
      for crediting to the accounts of its participants pursuant to the
      instructions of the Regular Trustees of such Financing Trust. The Company
      upon any such presentation shall execute a Global Security in such
      aggregate principal amount and deliver the same to the Trustee for
      authentication and delivery in accordance with this Indenture. Payments on
      any Securities issued as a Global Security will be made to the Depositary;
      and


                                       27
<PAGE>


            (ii) if any Preferred Securities of a Financing Trust are held in
      non book-entry certificated form, the Securities in non book-entry
      certificated form held by such Financing Trust, or its Institutional
      Trustee, may be presented to the Trustee by the Institutional Trustee of
      such Financing Trust and any Preferred Security Certificate which
      represents Preferred Securities of such Financing Trust other than
      Preferred Securities held by the Depositary or its nominee ("Non
      Book-Entry Preferred Securities") will be deemed to represent Securities
      presented to the Trustee by such Institutional Trustee having an aggregate
      principal amount equal to the aggregate liquidation amount of the Non
      Book-Entry Preferred Securities until such Preferred Security Certificates
      are presented to the Security Registrar for transfer or reissuance at
      which time such Preferred Security Certificates will be cancelled and a
      Security, registered in the name of the holder of the Preferred Security
      Certificate or the transferee of the holder of such Preferred Security
      Certificate, as the case may be, with an aggregate principal amount equal
      to the aggregate liquidation amount of the Preferred Security Certificate
      cancelled, will be executed by the Company and delivered to the Trustee
      for authentication and delivery in accordance with this Indenture. On
      issue of such Securities, Securities with an equivalent aggregate
      principal amount that were presented by the Institutional Trustee to the
      Trustee will be deemed to have been cancelled.

            (c) A Global Security may be transferred, in whole but not in part,
only to another nominee of the Depositary, or to a successor Depositary selected
or approved by the Company or to a nominee of such successor Depositary.

            (d) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for any series of Securities or if
at any time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or regulation,
and a successor Depositary for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, the Company will execute, and, subject to this
Article III, the Trustee, upon written notice from the Company, will
authenticate and deliver the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such
Global Security. In addition, the Company may at any time determine that some or
all of the Securities of any series shall no longer be represented by a Global
Security. In such event the Company will execute, and subject to Section 3.5,
the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver the Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security for such series so selected in exchange for such
Global Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security shall be registered
in such names and in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary, for delivery to the Persons in whose names such Securities are so
registered.


                                       28
<PAGE>


SECTION 3.13 CUSIP Numbers.

            The Company in issuing the 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 Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the 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 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 of any change in the "CUSIP" numbers.

                                   ARTICLE IV

                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 4.1 Satisfaction and Discharge of Indenture.

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

            (1)   either

                  (A) all Securities of such series theretofore authenticated
            and delivered (other than (i) Securities which have been destroyed,
            lost or stolen and which have been replaced or paid as provided in
            Section 3.6 and (ii) Securities for whose payment money has
            theretofore been deposited in trust or segregated and held in trust
            by the Company and thereafter repaid to the Company or discharged
            from such trust, as provided in Section 10.3) have been delivered to
            the Trustee for cancellation; or

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

                        (i) have become due and payable, or

                        (ii) will become due and payable at their Stated
                  Maturity within one year, or

                        (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company, and the Company, in the case of (i),
                  (ii) or (iii) above, has deposited or caused to be deposited
                  with the Trustee as trust funds in trust for the purpose an
                  amount of money in U.S. dollars sufficient, or U.S. Government
                  Obligations, the principal of and interest on which when due,
                  will be sufficient or a combination thereof, sufficient in the
                  opinion of a nationally


                                       29
<PAGE>


                  recognized firm of independent public accountants expressed in
                  a written certification thereof delivered to the Trustee to
                  pay and discharge the entire indebtedness on such Securities
                  of that series not theretofore delivered to the Trustee for
                  cancellation, for principal (and premium, if any) and interest
                  to the date of such deposit (in the case of Securities which
                  have become due and payable) or to the Stated Maturity or
                  Redemption Date, as the case may be;

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

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

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.7, the Company's
obligation to pay the expenses of any Financing Trust under Section 10.6 (except
upon the application of subclauses 1(A) or 1(B)(i) above), the obligations of
the Trustee to any Authenticating Agent under Section 6.14, and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

SECTION 4.2 Defeasance and Discharge.

            The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 3.1.
In addition to discharge of this Indenture pursuant to Sections 4.1 and 4.3, in
the case of any series of Securities with respect to which an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest, as certified pursuant to subparagraph (a) of Section 4.4 can be
determined at the time of making the deposit referred to in such subparagraph
(a), the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series as provided in this Section
on and after the date the conditions set forth in Section 4.4 are satisfied, and
the provisions of this Indenture with respect to the Securities of such series
shall no longer be in effect (except as to (i) rights of registration of
transfer and exchange of Securities of such series, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities of such series, (iii)
rights of Holders of Securities of such series to receive, solely from the trust
fund described in subparagraph (a) of Section 4.4, payments of principal thereof
and interest, if any, thereon upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the Holders of Securities of
such series to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) this Section
4.2, (vi) the rights of the Holders of Securities of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them) and (vii) the Company's obligation to pay the
expenses of any Financing Trust under Section 10.6) (hereinafter called
"Defeasance"), and the Trustee at the cost and expense of the Company, shall
execute proper instruments acknowledging the same.


                                       30
<PAGE>


SECTION 4.3 Covenant Defeasance.

            In the case of any series of Securities with respect to which an
amount sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, as certified pursuant to
subparagraph (a) of Section 4.4 can be determined at the time of making the
deposit referred to in such subparagraph (a), (i) the Company shall be released
from its obligations under any covenants specified in or pursuant to this
Indenture (except as to (A) rights of registration of transfer and exchange of
Securities of such series, (B) substitution for mutilated, defaced, destroyed,
lost or stolen Securities of such series, (C) rights of Holders of Securities of
such series to receive, from the Company pursuant to Section 10.1, payments of
principal thereof and interest, if any, thereon upon the original stated due
dates therefor (but not upon acceleration), (D) rights of Holders of Securities
of such series to receive mandatory sinking fund payments, if any, (E) the
rights, obligations, duties and immunities of the Trustee hereunder, (F) the
rights of the Holders of Securities of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them and (G) the Company's obligation to pay the expenses of any Financing Trust
under Section 10.6), and (ii) the occurrence of any event specified in Sections
5.1(4) (with respect to any of the covenants specified in or pursuant to this
Indenture) and 5.1(8) shall be deemed not to be or result in an Event of
Default, in each case with respect to the Outstanding Securities of such series
as provided in this Section on and after the date the conditions set forth in
Section 4.4 are satisfied (hereinafter called "Covenant Defeasance"), and the
Trustee, at the cost and expense of the Company, shall execute proper
instruments acknowledging the same. For this purpose, such Covenant Defeasance
means that the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant (to
the extent so specified in the case of Section 5.1(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document, but the remainder of this Indenture and the Securities of
such series shall be unaffected thereby.

SECTION 4.4 Conditions to Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of either
Section 4.2 or 4.3 to the Outstanding Securities of any series:

            (a) with reference to Section 4.2 or 4.3, the Company has
irrevocably deposited or caused to be irrevocably deposited with the Trustee as
funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of Securities of such series (i) cash in an amount,
or (ii) direct obligations of the United States of America, backed by its full
faith and credit ("U.S. Government Obligations"), maturing as to principal and
interest, if any, at such times and in such amounts as will insure the
availability of cash, or (iii) a combination thereof, in each case sufficient,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (A) the principal of and interest, if any, on all Securities of
such series on each date that such principal or interest, if any, is due and
payable and (B) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of this Indenture and
the Securities of such series;


                                       31
<PAGE>


            (b) in the case of Defeasance under Section 4.2, the Company has
delivered to the Trustee an Opinion of Counsel based on the fact that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (y), since the date hereof, there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and such opinion shall confirm that, the Holders of the Securities of such
series will not recognize income, gain or loss for United States federal income
tax purposes as a result of such deposit, Defeasance and discharge and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit,
Defeasance and discharge had not occurred;

            (c) in the case of Covenant Defeasance under Section 4.3, the
Company has delivered to the Trustee an Opinion of Counsel to the effect that,
and such opinion shall confirm that, the Holders of the Securities of such
series will not recognize income, gain or loss for United States federal income
tax purposes as a result of such deposit and Covenant Defeasance and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times, as would have been the case if such deposit and
Covenant Defeasance had not occurred;

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

            (e) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent contemplated by this provision have been complied with.

SECTION 4.5 Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 10.3, all
money and U.S. Government Obligations deposited with the Trustee pursuant to
Sections 4.1 or 4.4 shall be held in trust, and such money and all money from
such U.S. Government Obligations shall be applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money and
U.S. Government Obligations has been deposited with the Trustee.

SECTION 4.6 Indemnity for U.S. Government Obligations.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Sections 4.1 or 4.4 or the principal or interest received
in respect of such obligations other than any such tax, fee or other charge that
by law is for the account of the Holders of Outstanding Securities.


                                       32
<PAGE>


                                    ARTICLE V

                                    REMEDIES

SECTION 5.1 Events of Default.

            "Event of Default," wherever used herein with respect to Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body) unless it is either inapplicable to a particular series or it is
specifically deleted or modified in an indenture supplemental hereto, if any,
under which such series of Securities is issued:

            (1) default in the payment of interest upon any Security of that
      series when it becomes due and payable, and continuance of such default
      for a period of 30 days; it being understood that the occurrence of an
      Extended Interest Payment Period in accordance with the Article XIII
      hereunder and terms of such series of Security will not constitute such a
      default; or

            (2) default in the payment of the principal of (or premium, if any,
      on) any Security of that series at its Stated Maturity; or

            (3) default in the deposit of any sinking fund payment when and as
      due by the terms of a Security of that series, and the continuance of such
      default for a period of 30 days; or

            (4) default in the performance, or breach, of any covenant or
      agreement of the Company in this Indenture (other than a covenant or
      agreement a default in whose performance or whose breach is elsewhere in
      this Section specifically dealt with or which has expressly been included
      in this Indenture solely for the benefit of Securities of any series other
      than that series), and continuance of such default or breach for a period
      of 90 days after there has been given, by registered or certified mail, to
      the Company by the Trustee or to the Company and the Trustee by the
      Holders of at least 25% in principal amount of the Outstanding Securities
      of that series a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder; or

            (5) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      adjudging the Company a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company under any applicable Federal
      or State law, or appointing a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of the Company or of any
      substantial part of its property, or ordering the winding up or
      liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 90 consecutive days; or


                                       33
<PAGE>


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

            (7) in the event Securities of a series are issued and sold to a
      Financing Trust or a trustee of such trust in connection with the issuance
      of Trust Securities by such Financing Trust, such Financing Trust shall
      have voluntarily or involuntarily dissolved, wound-up its business or
      otherwise terminated its existence except in connection with (i) the
      distribution of Securities to holders of Trust Securities in liquidation
      or redemption of their interests in such Financing Trust upon a Special
      Event with respect to such Financing Trust, (ii) the redemption of all of
      the outstanding Trust Securities of such Financing Trust or (iii) certain
      mergers, consolidations or amalgamations, each as permitted by the
      Declaration of such Financing Trust; or

            (8) any other Event of Default provided with respect to Securities
      of that series as provided in a supplemental indenture, Board Resolution
      or Officers' Certificate applicable to such series of Securities.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee, if the Trustee has actual knowledge thereof, or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of that
series may, but shall not be obligated to, declare the principal amount of and
interest on including any Compounded Interest or Additional Interest, if any,
all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders),
and upon any such declaration such principal amount and interest (or specified
amount) shall become immediately due and payable.

            At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of Securities representing a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

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


                                       34
<PAGE>


                  (A) all overdue interest on all Securities of that series;

                  (B) the principal of (and premium, if any, on) any Securities
            of that series which has become due otherwise than by such
            declaration of acceleration and interest thereon at the rate or
            rates prescribed therefor in such Securities;

                  (C) all overdue sinking fund payments with respect to
            Securities of that series and interest thereon at the rate or rates
            prescribed therefor in such Securities;

                  (D) to the extent that payment of such interest is lawful,
            interest upon overdue interest at the rate or rates prescribed
            therefor in such Securities; and

                  (E) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel (including reasonable legal fees and
            expenses);

      and

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

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

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

            The Company covenants that if:

            (1) default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days (except upon the occurrence of an Extended Interest
      Payment Period);

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Stated Maturity thereof; or

            (3) default is made in the deposit of any sinking fund payment when
      and as due by the terms of a Security of any series and such default
      continues for a period of 30 days;

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


                                       35
<PAGE>


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

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

SECTION 5.4 Trustee May File Proofs of Claim.

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

            (i) to file and prove a claim for the whole amount of principal (and
      premium, if any) and interest and sinking fund payments owing and unpaid
      in respect of the Securities and to file such other papers or documents as
      may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel) and of
      the Holders allowed in such judicial proceeding, and

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

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

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


                                       36
<PAGE>


SECTION 5.5 Trustee May Enforce Claims Without Possession of Securities.

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

SECTION 5.6 Application of Money Collected.

            Any money collected by the Trustee with respect to a series of
Securities pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any), interest or sinking fund
payments, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

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

            SECOND: To holders of Senior Indebtedness to the extent required by
Article XIV; and

            THIRD: To the payment of the amounts then due and unpaid for
principal of (and premium, if any), and interest on, and sinking fund payments
with respect to, the Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal
(and premium, it any), and interest and sinking fund payments, respectively.

            Any surplus remaining shall be paid to the Company or to such other
persons as shall be entitled to receive it.

SECTION 5.7 Limitation on Suits.

            No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, in each case with respect to an Event of Default with respect to such
series of Securities, unless

            (1) such Holder has previously given written notice to the Trustee
      of the happening of one or more Events of Default with respect to the
      Securities of that series;

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

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


                                       37
<PAGE>


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

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

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

SECTION 5.8 Unconditional Right of Holders to Receive Principal, Premium and
Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

SECTION 5.9 Restoration of Rights and Remedies.

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

SECTION 5.10 Rights and Remedies Cumulative.

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

SECTION 5.11   Delay or Omission Not Waiver.

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


                                       38
<PAGE>


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

SECTION 5.12 Control by Holders.

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

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

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

SECTION 5.13 Waiver of Past Defaults.

            The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to the
Securities of such series and its consequences, except a default:

            (1) in the payment of the principal of (or premium, if any), or
      interest on, any Security of such series, or in the payment of any sinking
      fund installment with respect to the Securities; or

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

provided, however, that if the Securities of such series are held by a Financing
Trust or a trustee of such trust, such waiver or modification to such waiver
shall not be effective until the holders of Trust Securities representing a
majority in liquidation preference of Trust Securities of the applicable
Financing Trust shall have consented to such waiver or modification to such
waiver; provided further, that if the consent of the Holder of each Outstanding
Securities is required, such waiver shall not be effective until each holder of
the Trust Securities of such Financing Trust shall have consented to such
waiver.

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

SECTION 5.14 Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for


                                       39
<PAGE>


the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1 Certain Duties and Responsibilities.

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

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

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

            (b) In case an Event of Default with respect to any series of
Securities, of which a Responsible Officer of the Trustee has actual knowledge,
has occurred and is continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

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

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


                                       40
<PAGE>


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

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

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

SECTION 6.2 Notice of Defaults.

            Within 90 days after the occurrence of any default hereunder with
respect to Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder actually known to a
Responsible Officer of the Trustee or for which the Trustee has received written
notice of the event constituting such default at its Corporate Trust Office,
unless such default shall have been cured or waived; provided that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, 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 interest of the Holders of Securities of such series; and provided, further,
that in the case of any default of the character specified in Section 5.1(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

SECTION 6.3 Certain Rights of Trustee.

            Subject to the provisions of Section 6.1:

            (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, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

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


                                       41
<PAGE>


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

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

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

            (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney; 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, attorneys,
custodians or nominees and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent, attorney, custodian or
nominee appointed with due care by it hereunder.

            (h) the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be indemnified
are extended to, and shall be enforceable by, the Trustee in each of its
capacities hereunder, and each agent, custodian and other Person employed to act
hereunder; and

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

SECTION 6.4 Not Responsible for Recitals or Issuance of Securities.

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


                                       42
<PAGE>


SECTION 6.5 May Hold Securities.

            The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 6.6 Money Held in Trust.

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

SECTION 6.7 Compensation and Reimbursement.

            The Company agrees:

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

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

            (3) to indemnify the Trustee, its officers, directors, employees and
      agents for, and to hold them harmless against, any loss, liability or
      expense incurred without negligence or bad faith on its part, arising out
      of or in connection with the acceptance or administration of the trust or
      trusts hereunder, including the costs and expenses of defending themselves
      against any claim or liability in connection with the exercise or
      performance of any of their powers or duties hereunder.

            As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of Holders of particular Securities. The
obligations of the Company under this Section shall survive the satisfaction and
discharge of this indenture.

SECTION 6.8 Disqualification; Conflicting Interests.

            (a) If the Trustee has or shall acquire any conflicting interest
within the meaning of the Trust Indenture Act with respect to the Securities of
any series, it shall, within 90 days after a Responsible Officer of the Trustee
ascertains that it has such conflicting interest, either eliminate


                                       43
<PAGE>


such conflicting interest or resign with respect to the Securities of that
series in the manner provided by, and subject to the provisions of the Trust
Indenture Act and this Indenture.

SECTION 6.9 Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, in good standing and
having an office in The Borough of Manhattan, the City of New York, which is
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervision or examining authority, then for the purposes of this Section, 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 the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 6.10 Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may, at the
Company's expenses, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

            (d) If at any time:

            (1) the Trustee shall fail to comply with Section 6.8 after written
      request therefor by the Company or by any Holder who has been a bona fide
      Holder of a Security for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 6.9 and
      shall fail to resign after written request therefor by the Company or by
      any such Holder, or

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


                                       44
<PAGE>


then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

SECTION 6.11 Acceptance of Appointment by Successor.

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

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each


                                       45
<PAGE>


successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to the Securities of all series for which it is the
Trustee hereunder, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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

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

            (e) The Trustee shall not be liable for the acts or omissions to act
of any successor Trustee.

SECTION 6.12   Merger, Conversion, Consolidation or Succession to Business.

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


                                       46
<PAGE>


SECTION 6.13 Preferential Collection of Claims Against Company.

            (a) If the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company (or any other obligor of the
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor):

            (b) For the purposes of this Section 6.13 only:

            (1) the term "cash transaction" means any transaction in which full
      payment for goods or securities sold is made within seven days after
      delivery of the goods or securities in currency or in checks or other
      orders drawn upon banks or bankers and payable upon demand; and

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

SECTION 6.14 Appointment of Authenticating Agent.

            At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, and the Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent 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, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


                                       47
<PAGE>


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

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
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 such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

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

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

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

                                          THE BANK OF NEW YORK,
                                                                      As Trustee


                                          By:__________________________________
                                                    As Authenticating Agent


                                          By:__________________________________
                                                       Authorized Signatory


                                       48
<PAGE>


                                   ARTICLE VII

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

            (a) semi-annually not more than 15 days after each Regular Record
Date a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of such series to which such Regular
Record Date applies, as of such Record Date, and

            (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;

provided that if and so long as the Trustee shall be the Security Registrar for
such series, such list shall not be required to be furnished.

SECTION 7.2 Preservation of Information; Communications to Holders.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

            (b) If three or more Holders of Securities of the same series
(herein referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series 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 such series with respect to their rights under
this Indenture or under the Securities of such series 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

            (i) afford such applicants access to the information with respect to
      the Holders of such series furnished to, or received by, and preserved at
      the time by the Trustee in accordance with Section 7.2(a); or

            (ii) inform such applicants as to the approximate number of Holders
      of such series whose names and addresses appear in the information
      preserved at the time by the Trustee in accordance with Section 7.2(a),
      and as to the approximate cost of mailing to such Holders 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 Holder of such series whose name and address appear in
the information preserved at the time by the Trustee in accordance with


                                       49
<PAGE>


Section 7.2(a) a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interest of the Holders of such series or would be in
violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders 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) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.2(b), 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 Section 7.2(b).

SECTION 7.3 Reports by Trustee.

            (a) The Trustee shall transmit to Holders of Securities such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) or 313(b) of the Trust Indenture
Act, within 60 days after May 15 of each year commencing with the year 2002, the
Trustee shall transmit by mail to all Holders of Securities for which it is
Trustee hereunder, as their names and addresses appear in the Security Register,
a brief report dated as of such May 15, which complies with the provisions of
Sections 313(a) and 313(b) of the Trust Indenture Act.

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

SECTION 7.4 Reports by Company.

            The Company shall:

            (1) file with the Trustee, within 30 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Exchange Act; or, if the Company is not required to file information
      documents or reports pursuant to either of said


                                       50
<PAGE>


      Sections, then it shall file with the Trustee and the Commission, in
      accordance with rules and regulations prescribed from time to time by the
      Commission, such of the supplementary and periodic information, documents
      and reports which may be required pursuant to Section 13 of the Exchange
      Act in respect of a security listed and registered on a national
      securities exchange as may be prescribed from time to time in such rules
      and regulations;

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

            (3) transmit by mail to all Holders, as their names and addresses
      appear in the Security Register, within 30 days after the filing thereof
      with the Trustee, such summaries of any information, documents and reports
      required to be filed by the Company pursuant to paragraphs (1) and (2) of
      this Section as may be required by rules and regulations prescribed from
      time to time by the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

            (1) either (A) the Company is the continuing Corporation, or (B) the
     successor entity formed by such consolidation or into which the Company is
     merged or the successor entity which acquires by conveyance or transfer, or
     which leases, the properties and assets of the Company substantially as an
     entirety, if other than the Company, shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of (and premium, if any) and interest on all the Securities and
     the performance of every other covenant of the Securities and this
     Indenture on the part of the Company to be performed or observed;

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

            (3) the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such transaction
     and such supplemental indenture comply with this Article and that all
     conditions precedent herein provided for relating to such transaction have
     been complied with.


                                       51
<PAGE>


SECTION 8.2 Successor Corporation Substituted.

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1 Supplemental Indentures Without Consent of Holders.

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

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

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

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; or

            (4) to add any additional Events of Default; or

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

            (6) to secure the Securities; or

            (7) to make any changes that would provide any additional rights or
      benefits to the Holders of Securities or that do not adversely affect the
      legal rights under the Indenture of any such Holder; or


                                       52
<PAGE>


            (8) to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 3.1; or

            (9) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 6.11(b); or

            (10) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture, provided such action shall not adversely affect the
      interests of the Holders of Securities of any series in any material
      respect; or

            (11) to comply with the requirements of the Commission in order to
      effect or maintain the qualification of the Indenture under the Trust
      Indenture Act.

            (12) to provide for conversion rights of Holders of Securities in
      certain events such as a consolidation, merger or sale of all or
      substantially all of the assets of the Company; or

            (13) reduce the conversion price, if applicable, of any series of
      Securities.

SECTION 9.2 Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      installment of principal of or interest on, any Security, or reduce the
      principal amount thereof or the rate of interest thereon (including any
      change in the Floating or Adjustable Rate Provision pursuant to which such
      rate is determined that would reduce that rate for any period) or any
      premium payable upon the redemption thereof, or change any Place of
      Payment where, or the coin or currency in which, any Security or any
      premium or the interest thereon is payable, or impair the right to
      institute suit for the enforcement of any such payment on or after the
      Stated Maturity thereof (or, in the case of redemption, on or after the
      Redemption Date), or

            (2) reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver (of compliance with certain


                                       53
<PAGE>


      provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture; or

            (3) modify any of the provisions of this Section or Section 5.13,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Security affected thereby;
      provided that this clause shall not be deemed to require the consent of
      any Holder with respect to changes in the references to "the Trustee" and
      concomitant changes in this Section or the deletion of this proviso, in
      accordance with the requirements of Sections 6.11(b) and 9.1(9); or

            (4) remove or impair the rights of any Holder of Securities to bring
      a Direct Action in certain circumstances, as provided in Section 15.1; or

            (5) reduce the redemption price of the Securities or change the time
      at which the Securities may or must be redeemed or purchased, or

            (6) make any change to the abilities of Holders of Securities to
      enforce their rights under the Indenture, or

            (7) waive a default or Event or Default in the payment of principal
      of or premium, if any, interest or liquidated damages, if any, on the
      Securities (except a rescission of acceleration of the Securities by the
      holders of at least a majority in aggregate principal amount of the
      Securities and a waiver of the payment default that resulted from such
      acceleration), or

            (8) make any change in the provisions of the Indenture relating to
      the rights of holders of Securities to receive payments of principal of,
      premium, if any, interest or liquidated damages, if any, on the
      Securities; or

            (9) except as permitted herein, increase the conversion price with
      regard to any series of Securities or modify any provision of the
      Indenture relating to conversion of any Securities in a manner adverse to
      the Holders thereof.

provided, further, that if the Securities of such series are held by a Financing
Trust or a trustee of such trust, such supplemental indenture shall not be
effective until the holders of a majority in liquidation preference of Trust
Securities of such Financing Trust shall have consented to such supplemental
indenture; provided further, that if the consent of the Holder of each
Outstanding Securities is required, such supplemental indenture shall not be
effective until each holder of the Trust Securities of such Financing Trust
shall have consented to such supplemental indenture.

            Notwithstanding the foregoing, any amendment to the provisions of
the Indenture that relate to subordination under Article XIV will require the
consent of the Holders of at least 75% in aggregate principal amount of the
Securities then Outstanding if such amendment would adversely affect the rights
of Holders of such Securities.

            A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more


                                       54
<PAGE>


particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.

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

SECTION 9.3 Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise;
provided, that the provisions of this Section 9.3 shall not apply to the
execution of the First Supplemental Indenture that is executed on the date
hereof.

SECTION 9.4 Effect of Supplemental Indentures.

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

SECTION 9.5 Conformity with Trust Indenture Act.

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

SECTION 9.6 Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X

                                    COVENANTS

SECTION 10.1 Payment of Principal, Premium and Interest.

            The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of


                                       55
<PAGE>


that series in accordance with the terms of the Securities of such series and
this Indenture, and will duly comply with all other terms, agreements and
conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

SECTION 10.2 Maintenance of Office or Agency.

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

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

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

            If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act; provided, however, that money held by any such Agent for
the benefit of holders of Senior Indebtedness pursuant to the provisions of
Article XIV hereof or the payment of which to Holders of Securities is
prohibited by Article XIV shall not be considered designated for payment of any
principal of or interest on the Securities within the meaning of this Section
10.3.

            The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:


                                       56
<PAGE>


            (1) hold all sums held by it for the payment of the principal of
      (and premium, if any) or interest on Securities of that series in trust
      for the benefit of the Persons entitled thereto until such sums shall be
      paid to such Persons or otherwise disposed of as herein provided;

            (2) give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities of that series) in the making of any
      payment of principal (and premium, if any) or interest on the Securities
      of that series; and

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

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

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security of any series and remaining unclaimed for
three years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 10.4 Statement by Officers as to Default.

            The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of Sections 10.1 to 10.3, inclusive,
and if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.

SECTION 10.5 Covenants as to Financing Trusts.

            For so long as any Trust Securities of a Financing Trust remain
outstanding, the Company will (i) maintain 100% direct or indirect ownership of
the Common Securities of such Financing Trust; provided, however, that any
permitted successor of the Company hereunder may


                                       57
<PAGE>


succeed to the Company's ownership of such Common Securities, (ii) not
voluntarily dissolve, wind up or terminate such Financing Trust, except in
connection with a distribution of Securities upon a Special Event, and in
connection with certain mergers, consolidations or amalgamations permitted by
the Declaration of such Financing Trust, (iii) timely perform its duties as
Sponsor of such Financing Trust, (iv) use its reasonable efforts to cause such
Financing Trust to (a) remain a business trust, except in connection with a
distribution of Securities to the holders of Trust Securities as provided in the
Declaration of such Financing Trust, the redemption of all of the Trust
Securities and in connection with certain mergers, consolidations or
amalgamations permitted by the Declaration of such Financing Trust, and (b)
otherwise continue to be classified as a grantor trust for United States federal
income tax purposes and (v) not knowingly take any action that would cause such
Financing Trust to not be classified as a grantor trust for United States
federal income tax purposes.

SECTION 10.6 Payment of Expenses.

            (a) In connection with the offering, sale and issuance of each
series of Securities to the Institutional Trustee of a Financing Trust and in
connection with the sale of Trust Securities by such Financing Trust, the
Company, in its capacity as borrower with respect to such Securities, shall:

            (i) pay all costs and expenses relating to the offering, sale and
      issuance of such Securities, including commissions to the underwriters
      payable pursuant to the applicable Underwriting Agreement and compensation
      of the Trustee under this Indenture in accordance with the provisions of
      Section 6.7;

            (ii) pay all costs and expenses of such Financing Trust (including,
      but not limited to, costs and expenses relating to the organization of the
      trust, the offering, sale and issuance of the Trust Securities of such
      Financing Trust (including commissions to the underwriters in connection
      therewith), the fees and expenses of the Institutional Trustee, the
      Regular Trustees and the Delaware Trustee of such Financing Trust, the
      costs and expenses relating to the operation, maintenance and dissolution
      of such Financing Trust and the enforcement by such Institutional Trustee
      of the rights of the holders of the Preferred Securities of such Financing
      Trust, including without limitation, costs and expenses of accountants,
      attorneys, statistical or bookkeeping services, expenses for printing and
      engraving and computing or accounting equipment, paying agent(s),
      registrar(s), transfer agent(s), duplicating, travel and telephone and
      other telecommunications expenses and costs and expenses incurred in
      connection with the acquisition, financing, and disposition of assets of
      such Financing Trust);

            (iii) be primarily liable for any indemnification obligations
      arising with respect to the Declaration of such Financing Trust; and

            (iv) pay any and all taxes (other than United States withholding
      taxes in respect of amounts paid on the Securities held by such Financing
      Trust) and all liabilities, costs and expenses with respect to such taxes
      of such Financing Trust.

            (b) Upon termination of this Indenture or any series of Securities
or the removal or resignation of the Trustee pursuant to Section 6.10, the
Company shall pay to the Trustee all


                                       58
<PAGE>


amounts accrued and owing to the Trustee to the date of such termination,
removal or resignation. Upon termination of the Declaration of any Financing
Trust or the removal or resignation of the Delaware Trustee or the Institutional
Trustee, as the case may be, pursuant to Section 5.6 of the Declaration of such
Financing Trust, the Company shall pay to such Delaware Trustee or such
Institutional Trustee, as the case may be, all amounts accrued and owing to such
Delaware Trustee or such Institutional Trustee, as the case may be, to the date
of such termination, removal or resignation.

SECTION 10.7 Listing on an Exchange.

            If Securities of any series are to be issued as a Global Security in
connection with the distribution of such Securities to the holders of the
Preferred Securities of a Financing Trust upon a Dissolution Event with respect
to such Financing Trust, the Company will use its reasonable best efforts to
list such series of Securities on the New York Stock Exchange, Inc. or on such
other securities exchange as the Preferred Securities of such Financing Trust
are then listed.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1 Applicability of Article.

            Securities of each series shall be redeemable before their
respective Stated Maturities in accordance with their respective terms and
(except as otherwise specified as contemplated by Section 3.1 for Securities of
any series) in accordance with this Article.

SECTION 11.2 Election to Redeem; Notice to Trustee.

            (a) Subject to the provisions of Section 11.2(b) and to the other
provisions of this Article XI, except as otherwise may be specified in this
Indenture or, with respect to any series of Securities, as otherwise specified
as contemplated by Section 3.1 for the Securities of such series, the Company
shall have the right to redeem any series of Securities, in whole or in part,
from time to time, on or after the Redemption Option Date for such series at the
Redemption Price. The election of the Company to redeem any Securities
redeemable at the election of the Company shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 30 days, but
not more than 60 days, prior to the Redemption Date fixed by the Company, notify
the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

            (b) If a partial redemption of any series of Securities would result
in the delisting of the Preferred Securities of any Financing Trust that
purchased such Securities from any national securities exchange or other
organization on which the Preferred Securities of such Financing Trust are then
listed, the Company shall not be permitted to effect such partial redemption and
may only redeem such series of Securities in whole.


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<PAGE>


SECTION 11.3 Selection by Trustee of Securities to Be Redeemed.

            If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
and not less than 30 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series; provided,
that if at the time of redemption such Securities are registered as a Global
Security, the Depositary shall determine, in accordance with its procedures, the
principal amount of such Securities held by each Security Beneficial Owner to be
redeemed.

            The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed.

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

SECTION 11.4 Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

            (3) if less than all the Outstanding Securities of any series are to
      be redeemed, the identification (including the CUSIP number, if any, and,
      in the case of partial redemption, the principal amounts) of the
      particular Securities of such series to be redeemed,

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and that interest
      thereon will cease to accrue on and after said date,

            (5) the place or places where such Securities are to be surrendered
      for payment of the Redemption Price, and

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

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request
delivered to the Trustee at least


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15 days prior to the date that such Notice is to be given (unless a shorter
period shall be acceptable to The Trustee), by the Trustee in the name and at
the expense of the Company.

SECTION 11.5 Deposit of Redemption Price.

            Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 11.6   Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
and portions of Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such Redemption Date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.7.

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

            The Redemption Price shall be paid prior to 12:00 noon, New York
City time, on the date of such redemption or such earlier time as the Company
determines, provided that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York City time, on the
date such Redemption Price is to be paid.

SECTION 11.7 Securities Redeemed in Part.

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

SECTION 11.8   Tax Event Redemption.

            If a Tax Event with respect to any Financing Trust has occurred and
is continuing and:


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            (a) the Company has received a Redemption Tax Opinion with respect
to such Financing Trust; or

            (b) after receiving a Tax Event Opinion, the Regular Trustees of
such Financing Trust shall have been informed by tax counsel rendering the Tax
Event Opinion that a No Recognition Opinion cannot be delivered to such
Financing Trust,

then, notwithstanding Section 11.2(a) but subject to Section 11.2(b), the
Company shall have the right upon not less than 30 days nor more than 60 days
notice to the Holders of Securities of the series issued to such Financing
Trust, or to its Institutional Trustee, to redeem such Securities, in whole or
in part, for cash within 90 days following the occurrence of such Tax Event at
the Redemption Price, provided that if at the time there is available to the
Company or such Financing Trust the opportunity to eliminate, within such 90 day
period, the Tax Event by taking some ministerial action ("Ministerial Action"),
such as filing a form or making an election, or pursuing some other similar
reasonable measure which has no adverse effect on the Company, the Trust or the
holders of the Trust Securities of such Financing Trust, the Company or such
Financing Trust shall pursue such Ministerial Action in lieu of redemption, and,
provided further that the Company shall have no right to redeem such Securities
while the Company or such Financing Trust is pursuing any Ministerial Action
pursuant to its obligations under the Declaration of such Financing Trust.

                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 12.1 Applicability of Article.

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for the Securities of such Series.

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

SECTION 12.2   Satisfaction of Sinking Fund Payments with Securities.

      Unless the form or terms of any Security shall provide otherwise, the
Company (1) may deliver to the Trustee Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Security or through the application of
permitted Optional Sinking Fund Payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any Mandatory
Sinking Fund Payment with respect to any Securities of such series required to
made pursuant to the terms of Securities as provided for by the


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terms of such Securities; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
throughout operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

SECTION 12.3 Redemption of Securities for Sinking Fund.

      Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 45 days before each sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name and at the expense of the Company in
the manner specified in Section 11.4. The Company shall deposit the amount of
cash, if any, required for such sinking fund payment with the Trustee in the
manner provided in Section 11.5. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                  Article XIII

                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 13.1 Extension of Interest Payment Period.

            Unless otherwise specified as contemplated by Section 3.1 for the
Securities of any series, the Company shall have the right, at any time and from
time to time during the term of the Securities of any series, to defer payments
of interest by extending the interest payment period of all Securities of such
series for a period not exceeding 20 consecutive interest periods (an "Extended
Interest Payment Period"), during which Extended Interest Payment Period no
interest shall be due and payable on Securities of such series; provided that no
Extended Interest Payment Period may extend beyond the Stated Maturity of such
Securities. To the extent permitted by applicable law, interest, the payment of
which has been deferred because of the extension of the interest payment period
pursuant to this Section 13.1, will bear interest thereon at the Interest Rate
compounded for each interest period of the Extended Interest Payment Period
("Compounded Interest"). At the end of any Extended Interest Payment Period with
respect to any series of Securities, the Company shall pay all interest accrued
and unpaid on such Securities, including any Additional Interest and Compounded
Interest (together, "Deferred Interest") that shall be payable to the Holders of
Securities of such Series in whose names such Securities are registered in the
Security Register on the first record date after the end of such Extended
Interest Payment Period. Before the termination of any Extended Interest Payment
Period, the Company may further extend such period; provided that such period,
together with all such further extensions thereof, shall not exceed 20
consecutive quarters; and provided further that no prepayment of interest during
an Extended Interest Payment Period shall allow the Company to extend such
Extended Interest Payment Period beyond 20 consecutive interest periods. Upon
the termination of any Extended Interest Payment Period with respect to any
series of Securities and upon the payment of all Deferred Interest then due, the


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<PAGE>


Company may commence a new Extended Interest Payment Period with respect to such
series of Securities, subject to the foregoing requirements. No interest on a
series of Securities shall be due and payable during an Extended Interest
Payment Period with respect thereto, except at the end thereof, provided the
Company may prepay at any time all or any portion of the interest accrued during
any Extended Interest Payment Period.

SECTION 13.2 Notice of Extension.

            (a) If the Institutional Trustee of a Financing Trust is the only
Holder of Securities of a series at the time the Company selects an Extended
Interest Payment Period with respect thereto, the Company shall give written
notice to the Regular Trustees and the Institutional Trustee of such Financing
Trust and to the Trustee of its selection of such Extended Interest Payment
Period one Business Day before the earlier of (i) the next succeeding date on
which Distributions on the Trust Securities issued by such Financing Trust would
be payable, if not for such Extended Interest Payment Period, or (ii) the date
such Financing Trust is required to give notice of the record date, or the date
such Distributions are payable, to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of the Preferred
Securities issued by such Financing Trust, but in any event at least one
Business Day before such record date.

            (b) If the Institutional Trustee of a Financing Trust is not the
only Holder of Securities of a series at the time the Company selects an
Extended Interest Payment Period with respect thereto, the Company shall give
written notice to the Holders of Securities of such series and the Trustee of
its selection of such Extended Interest Payment Period 10 Business Days before
the earlier of (i) the next succeeding Interest Payment Date, or (ii) the date
the Company is required to give notice of the record or payment date of such
interest payment to the New York Stock Exchange or other applicable
self-regulatory organization or to Holders of Securities of such series.

            (c) The interest period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 13.2 shall be counted as one of the 20
interest periods permitted in the maximum Extended Interest Payment Period with
respect to any series of Securities permitted under Section 1.3.

SECTION 13.3 Limitation of Transactions.

            If with respect to any series of Securities (i) the Company shall
exercise its right to defer payments of interest thereon as provided in Section
13.1 or (ii) there shall have occurred an Event of Default, then (a) the Company
shall not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock or make any guarantee payment with respect thereto
(other than (i) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of employees,
officers, directors or consultants, (ii) as a result of an exchange or
conversion of any class or series of the Company's capital stock for any other
class or series of the Company's capital stock, or (iii) 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), and (b) the Company shall not make any payment of
interest on, principal of or premium, if any, on, or repay, repurchase or
redeem, any debt securities issued by the Company which rank pari passu with or
junior to the Securities of such series (including the


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<PAGE>


Securities of any other series); provided, however, the Company may declare and
pay a stock dividend where the dividend stock is the same stock as that on which
the dividend is being paid.

                                   ARTICLE XIV

                           SUBORDINATION OF SECURITIES

SECTION 14.1 Agreement to Subordinate.

            The Company covenants and agrees, and each Holder of Securities
issued hereunder by such Holder's acceptance thereof likewise covenants and
agrees, that all Securities shall be issued subject to the provisions of this
Article XIV; and each Holder of a Security, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

            The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder 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. Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of these subordination provisions irrespective of any amendment,
modification or waiver of any term of the Senior Indebtedness or extension or
renewal of the Senior Indebtedness.

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

SECTION 14.2 Default on Senior Indebtedness.

            In the event and during the continuation of any default by the
Company in the payment of principal, premium, if any, interest or any other
payment due on any Senior Indebtedness of the Company, as the case may be, and
any applicable grace period relating to such default has ended and such default
has not been cured or waived or ceased to exist, or in the event that the
maturity of any Senior Indebtedness of the Company, as the case may be, has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of,
or premium, if any, or interest on, the Securities or to acquire any of the
Securities (except sinking fund payments, if any, made in Securities acquired by
the Company prior to such default).

            In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee, by any Holder or by any Paying Agent (or, if the
Company is acting as its own Paying Agent, money for any such payment is
segregated and held in trust) when such payment is prohibited by the preceding
paragraph of this Section 14.2, 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 shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Indebtedness of the Company 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, ratably according to the
aggregate amount remaining unpaid on account of the principal, premium, interest
or any other payment due on the


                                       65
<PAGE>


Senior Indebtedness held or represented by each, for application to the payment
of all Senior Indebtedness of the Company, as the case may be, 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,
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.

SECTION 14.3 Liquidation; Dissolution; Bankruptcy.

            Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution; winding-up; liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all principal, premium, if any, and interest
due or to become due (including any post-petition interest) on 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 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 Holders of the Securities or the Trustee would be entitled to receive,
except for the provisions of this Article XIV, shall be paid by the Company or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Holders of the Securities
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 Holders of Securities or to the Trustee.

            In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character on any Security,
whether in cash, property or securities, prohibited by the foregoing, shall be
received by the Trustee, by any Holder or by any Paying Agent (or, if the
Company is acting as its own Paying Agent, money for any such payment is
segregated and held in trust) 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 of such Senior Indebtedness
may have been issued, as their respective interests may appear, ratably
according to the aggregate amount remaining unpaid on account of the principal,
premium, interest (including any post-petition interest) or any other payment
due on the Senior Indebtedness held or represented by each, as calculated by the
Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money


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<PAGE>


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 XIV, 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 XIV with respect
to the Securities to the payment of all Senior Indebtedness of the Company, as
the case may be, that may at the time be outstanding, provided that (i) such
Senior Indebtedness is assumed by the new corporation, if any, resulting from
any such reorganization or readjustment, and (ii) the rights of the holders of
such 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 VIII shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 14.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
III. Nothing in Section 14.2 or in this Section 14.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 6.7.

SECTION 14.4 Subrogation.

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

            Nothing contained in this Article XIV or elsewhere in this Indenture
or in the 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 Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest on the 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 Securities and creditors
of the Company, as the case may be, other than the holders of Senior
Indebtedness of the Company, as the case may be, nor shall anything herein or
therein prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this


                                       67
<PAGE>


Article XIV of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company, as the case may be, received upon the
exercise of any such remedy.

            Upon any payment or distribution of assets of the Company referred
to in this Article XIV, the Trustee, subject to the provisions of Section 6.1,
and the Holders of the Securities 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 Holders of the Securities, for the purposes of ascertaining
the Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, as the case may be, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XIV.

SECTION 14.5 Trustee to Effectuate Subordination.

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

SECTION 14.6 Notice by the Company.

            The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XIV. Notwithstanding the
provisions of this Article XIV or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Securities pursuant to the provisions of this Article XIV, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
their representative or representatives or from any trustee therefor; and before
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 6.1, 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 14.6 at least two Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any 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 Section 6.1, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the
Company, as the case may be (or a trustee on behalf of such holder), to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior


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<PAGE>


Indebtedness to participate in any payment or distribution pursuant to this
Article XIV, 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 XIV, 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 14.7 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 XIV 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 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 XIV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 6.1, the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or deliver to Holders of
Securities, 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 XIV or
otherwise.

SECTION 14.8 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, as the case may be, or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company, as the case may be,
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
Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in
this Article XIV or the obligations hereunder of the Holders of the Securities
to the holders of such Senior Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, such 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;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing such Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of such Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company, as the
case may be, and any other Person.


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<PAGE>


                                   ARTICLE XV

                                  MISCELLANEOUS

SECTION 15.1   Acknowledgement of Rights.

            The Company acknowledges that, with respect to any Securities held
by a Financing Trust or a trustee of such Trust, if the Institutional Trustee of
such Financing Trust fails to enforce its rights under this indenture as the
Holder of the series of Securities held as the assets of such Financing Trust,
any holder of Preferred Securities of such Financing Trust may 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 or entity.

            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 principal on the applicable series of Securities on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date), the Company acknowledges that a holder of Trust
Securities issued by a Financing Trust which is, or the Institutional Trustee of
which is, the Holder of such Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
applicable series of Securities having a principal amount equal to the aggregate
liquidation amount of the Trust Securities of such holder (a "Direct Action") on
or after the respective due date specified of such holder on or after the
respective due date specified in the applicable series of Securities.
Notwithstanding any payments made to such holder of Trust Securities by the
Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of or interest on the series of Securities held by a
Financing Trust or the Institutional Trustee of a Financing Trust, and the
Company shall be subrogated to the rights of the holder of such Trust Securities
to the extent of any payments made by the Company to such holder in any Direct
Action.

                                     * * * *

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


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

                                          TRAVELERS PROPERTY CASUALTY CORP.


                                          By /s/ Jay S. Benet
                                             ----------------------------------
                                             Name:  Jay S. Benet
                                             Title: Chief Financial Officer





                                          THE BANK OF NEW YORK,
                                             As Trustee


                                          By /s/ Geovanni Barris
                                             ----------------------------------
                                             Name:  Geovanni Barris
                                             Title: Vice President



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