<PAGE>   1
                                                                     Exhibit 4.4




                       MELLON FUNDING CORPORATION, ISSUER

                                       AND

                     MELLON FINANCIAL CORPORATION, GUARANTOR

                                       TO

                          BANK ONE TRUST COMPANY, N.A.,

                                     TRUSTEE

                                    INDENTURE

                           DATED AS OF _____ __, 2000



                     PROVIDING FOR ISSUANCE OF SUBORDINATED
                         DEBT SECURITIES IN SERIES FROM
                                  TIME TO TIME


<PAGE>   2
                           Mellon Funding Corporation

                                       and

                          Mellon Financial Corporation

     Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:

   TRUST
 INDENTURE
ACT SECTION                        INDENTURE SECTION

Section 310(a)(1)................. 709
           (a)(2)................. 709
           (a)(3)................. Not Applicable
           (a)(4)................. Not Applicable
           (b).................... 708
                                   710
Section 311(a).................... 713
           (b).................... 713
           (b)(2)................. 803(a)
                                   803(b)

Section 312(a).................... 801
                                   802(a)
           (b).................... 802(b)
           (c).................... 802(c)
Section 313(a).................... 803(a)
           (b).................... 803(a)
           (c).................... 803(a)
           (d).................... 803(b)
Section 314(a).................... 804
           (a)(4)................. 101
                                   1104
           (b).................... Not Applicable
           (c)(1)................. 102
           (c)(2)................. 102
           (c)(3)................. Not Applicable
           (d).................... Not Applicable
           (e).................... 102
Section 315(a) ................... 701
           (b).................... 702
                                   803(a)
           (c).................... 701
           (d).................... 701
           (e).................... 614
Section 316(a).................... 101
           (a)(1)(A) ............. 602
                                   612
           (a)(1)(B) ............. 613
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NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.


<PAGE>   3

   TRUST
 INDENTURE
ACT SECTION                        INDENTURE SECTION

           (a)(2)................. Not Applicable
           (b).................... 608
           (c).................... 104(c)
Section 317(a)(1)................. 603
           (a)(2)................. 604
           (b).................... 1103
Section 318(a).................... 107

----------

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

<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
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PARTIES.........................................................................                1
RECITALS OF THE COMPANY ........................................................                1
RECITALS OF THE GUARANTOR ......................................................                1

                                           ARTICLE ONE

                     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION  101.          Definitions:
                       Act......................................................                2
                       Affiliate; control.......................................                2
                       Authenticating Agent.....................................                2
                       Bank.....................................................                2
                       Board of Directors.......................................                2
                       Board Resolution.........................................                2
                       Business Day.............................................                2
                       Commission...............................................                2
                       Company..................................................                2
                       Company Request; Company Order; Guarantor Request;
                          Guarantor Order.......................................                2
                       Corporate Trust Office...................................                2
                       Corporation..............................................                3
                       Default..................................................                3
                       Defaulted Interest.......................................                3
                       Depositary...............................................                3
                       Event of Default.........................................                3
                       Floating or Adjustable Rate Provision....................                3
                       Floating or Adjustable Rate Security.....................                3
                       Global Security..........................................                3
                       Guarantee................................................                3
                       Guarantor................................................                3
                       Holder...................................................                3
                       Indenture................................................                3
                       Interest.................................................                4
                       Interest Payment Date....................................                4
                       Maturity.................................................                4
                       Officers' Certificate....................................                4
                       Opinion of Counsel.......................................                4
                       Original Issue Discount Security.........................                4
                       Outstanding..............................................                4
                       Paying Agent.............................................                5
                       Periodic Offering........................................                5
                       Person...................................................                5
                       Place of Payment.........................................                5
</TABLE>

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.



<PAGE>   5
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                       Predecessor Security.....................................                5
                       Redemption Date..........................................                5
                       Redemption Price.........................................                5
                       Regular Record Date......................................                5
                       Securities...............................................                5
                       Security Register; Security Registrar....................                5
                       Senior Indebtedness of the Company.......................                5
                       Senior Indebtedness of the Guarantor.....................                5
                       Special Record Date......................................                6
                       Stated Maturity..........................................                6
                       Subsidiary...............................................                6
                       Trustee..................................................                6
                       Trust Indenture Act......................................                6
                       Vice President...........................................                6
                       Voting Stock of the Company..............................                6
SECTION  102.          Compliance Certificates and Opinions.....................                7
SECTION  103.          Form of Documents Delivered to Trustee...................                7
SECTION  104.          Acts of Holders; Record Dates............................                8
SECTION  105.          Notices, Etc., to Trustee, Company and Guarantor.........                8
SECTION  106.          Notice to Holders; Waiver................................                9
SECTION  107.          Conflict with Trust Indenture Act........................                9
SECTION  108.          Effect of Headings and Table of Contents.................                9
SECTION  109.          Successors and Assigns...................................                9
SECTION  110.          Separability Clause......................................               10
SECTION  111.          Benefits of Indenture....................................               10
SECTION  112.          Governing Law............................................               10
SECTION  113.          Legal Holidays...........................................               10

                                            ARTICLE TWO

                                 FORMS OF SECURITIES AND GUARANTEES

SECTION  201.          Forms Generally..........................................               10
SECTION  202.          Form of Face of Security.................................               11
SECTION  203.          Form of Reverse of Security..............................               13
SECTION  204.          Additional Provisions Required in Global Security........               16
SECTION  205.          Form of Certificate of Authentication....................               16
SECTION  206.          Form of Guarantee........................................               17

                                           ARTICLE THREE

                                           The Securities

SECTION  301.          Amount Unlimited; Issuable in Series.....................               19
SECTION  302.          Denominations............................................               21
</TABLE>


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SECTION  303.          Execution, Authentication, Delivery and Dating...........               21
SECTION  304.          Temporary Securities.....................................               23
SECTION  305.          Registration, Registration of Transfer and Exchange......               24
SECTION  306.          Mutilated, Destroyed, Lost and Stolen Securities.........               25
SECTION  307.          Payment of Interest; Interest Rights Preserved...........               26
SECTION  308.          Persons Deemed Owners....................................               27
SECTION  309.          Cancellation.............................................               27
SECTION  310.          Computation of Interest..................................               28

                                                ARTICLE FOUR

                                           GUARANTEE OF SECURITIES

SECTION  401.          Unconditional Guarantee..................................               28
SECTION  402.          Execution of Guarantees..................................               29

                                                ARTICLE FIVE

                                         SATISFACTION AND DISCHARGE

SECTION  501.          Satisfaction and Discharge of Indenture..................               29
SECTION  502.          Application of Trust Money...............................               30

                                             ARTICLE SIX

                                              REMEDIES

SECTION  601.          Events of Default........................................               30
SECTION  602.          Acceleration of Maturity; Rescission and Annulment.......               31
SECTION  603.          Collection of Indebtedness and Suits for Enforcement by
                       Trustee..................................................               32
SECTION  604.          Trustee May File Proofs of Claim.........................               33
SECTION  605.          Trustee May Enforce Claims Without Possession of
                       Securities...............................................               33
SECTION  606.          Application of Money Collected...........................               34
SECTION  607.          Limitation on Suits......................................               34
SECTION  608.          Unconditional Right of Holders to Receive Principal,
                       Premium and Interest.....................................               34
SECTION  609.          Restoration of Rights and Remedies.......................               35
SECTION  610.          Rights and Remedies Cumulative...........................               35
SECTION  611.          Delay or Omission Not Waiver.............................               35
SECTION  612.          Control by Holders.......................................               35
SECTION  613.          Waiver of Past Defaults..................................               36
SECTION  614.          Undertaking for Costs....................................               36
SECTION  615.          Waiver of Stay or Extension Laws.........................               37
</TABLE>

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                                          ARTICLE SEVEN

                                          THE TRUSTEE

SECTION  701.          Certain Duties and Responsibilities......................               37
SECTION  702.          Notice of Defaults.......................................               37
SECTION  703.          Certain Rights of Trustee................................               37
SECTION  704.          Not Responsible for Recitals or Issuance of Securities
                       and Guarantees...........................................               38
SECTION  705.          May Hold Securities......................................               39
SECTION  706.          Money Held in Trust......................................               39
SECTION  707.          Compensation and Reimbursement...........................               39
SECTION  708.          Disqualification; Conflicting Interests..................               40
SECTION  709.          Corporate Trustee Required; Eligibility..................               40
SECTION  710.          Resignation and Removal; Appointment of Successor........               40
SECTION  711.          Acceptance of Appointment by Successor...................               41
SECTION  712.          Merger, Conversion, Consolidation or Succession to
                       Business.................................................               42
SECTION  713.          Preferential Collection of Claims Against Company and
                       Guarantor................................................               42
SECTION  714.          Appointment of Authenticating Agent......................               42

                                          ARTICLE EIGHT

                  HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

SECTION  801.          Company and Guarantor to Furnish Trustee Names and
                       Addresses of Holders.....................................               43
SECTION  802.          Preservation of Information; Communications to
                       Holders..................................................               44
SECTION  803.          Reports by Trustee.......................................               44
SECTION  804.          Reports by Company and Guarantor.........................               44

                                       ARTICLE NINE

                              CONSOLIDATION, MERGER AND SALE

SECTION  901.          Company May Consolidate, Etc., Only on Certain
                       Terms....................................................               45
SECTION  902.          Successor Corporation Substituted for Company............               45
SECTION  903.          Guarantor May Consolidate, Etc., Only on Certain
                       Terms....................................................               45
SECTION  904.          Successor Corporations Substituted for Guarantor.........               46
SECTION  905.          Assumption by Guarantor..................................               47
</TABLE>

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                                           ARTICLE TEN

                                     SUPPLEMENTAL INDENTURES

SECTION 1001.          Supplemental Indentures Without Consent of Holders.......               47
SECTION 1002.          Supplemental Indentures With Consent of Holders..........               48
SECTION 1003.          Execution of Supplemental Indentures.....................               49
SECTION 1004.          Effect of Supplemental Indentures........................               49
SECTION 1005.          Conformity with Trust Indenture Act......................               49
SECTION 1006.          Reference in Securities to Supplemental Indentures.......               66

                                         ARTICLE ELEVEN

                                            COVENANTS

SECTION 1101.          Payment of Principal, Premium and Interest...............               50
SECTION 1102.          Maintenance of Office or Agency..........................               50
SECTION 1103.          Money for Security Payments to Be Held in Trust..........               51
SECTION 1104.          Corporate Existence......................................               52
SECTION 1105.          Company Statement as to Compliance.......................               52
SECTION 1106.          Guarantor Statement as to Compliance.....................               52
SECTION 1107.          Limitation Upon Disposition of Voting Stock of
                       Company..................................................               53
SECTION 1108.          Waiver of Certain Covenants..............................               53

                                         ARTICLE TWELVE

                                    REDEMPTION OF SECURITIES

SECTION 1201.          Applicability of Article.................................               53
SECTION 1202.          Election to Redeem; Notice to Trustee....................               53
SECTION 1203.          Selection by Security Registrar of Securities to Be
                       Redeemed.................................................               54
SECTION 1204.          Notice of Redemption.....................................               54
SECTION 1205.          Deposit of Redemption Price..............................               55
SECTION 1206.          Securities Payable on Redemption Date....................               55
SECTION 1207.          Securities Redeemed in Part..............................               55

                                        ARTICLE THIRTEEN

                                          SINKING FUNDS

SECTION 1301.          Applicability of Article.................................               56
SECTION 1302.          Satisfaction of Sinking Fund Payments with Securities....               56
SECTION 1303.          Redemption of Securities for Sinking Fund................               56
</TABLE>

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                                      ARTICLE FOURTEEN

                         SUBORDINATION OF SECURITIES AND GUARANTEES

SECTION 1401.          Securities Subordinate to Senior Indebtedness of the
                       Company..................................................               57
SECTION 1402.          Guarantees Subordinate to Senior Indebtedness of the
                       Guarantor................................................               58
SECTION 1403.          Trustee and Holders of Securities May Rely on
                       Certificate of Liquidating Agent; Trustee May
                       Require Further Evidence as to Ownership of Senior
                       Indebtedness; Trustee Not Fiduciary to Holders of
                       Senior Indebtedness......................................               60
SECTION 1404.          Payment Permitted If No Default..........................               61
SECTION 1405.          Trustee Not Charged with Knowledge of Prohibition........               61
SECTION 1406.          Trustee to Effectuate Subordination......................               62
SECTION 1407.          Rights of Trustee as Holder of Senior Indebtedness of
                       the Company or Senior Indebtedness of the
                       Guarantor................................................               62
SECTION 1408.          Article Applicable to Paying Agents......................               62



                                       ARTICLE FIFTEEN

                             DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501           Company Option to Effect Defeasance or Covenant
                       Defeasance...............................................               62
SECTION 1502           Defeasance...............................................               63
SECTION 1503           Covenant Defeasance .....................................               63
SECTION 1504           Conditions to Defeasance or Covenant Defeasance..........               63
SECTION 1505           Deposited Money and U.S. Government Obligations to be
                       Held in Trust; Miscellaneous.............................               65
SECTION 1506           Reinstatement............................................               65

TESTIMONIAL
SIGNATURES AND SEALS
ACKNOWLEDGMENTS
</TABLE>


<PAGE>   10
      INDENTURE, dated as of _____ __, 2000, among Mellon Funding Corporation, a
corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania having its principal executive office at 500 Grant Street,
Pittsburgh, Pennsylvania 15258 (herein called the "Company"), Mellon Financial
Corporation, a corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania having its principal executive office at 500 Grant
Street, Pittsburgh, Pennsylvania 15258 (herein called the "Guarantor"), and Bank
One Trust Company, N.A. , a national banking association duly organized and
existing under the laws of the United States of America having its principal
corporate office at One North State Street, 9th Floor, Chicago, Illinois, as
Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

      The Company deems it necessary to issue its unsecured debentures, notes or
other evidences of indebtedness (herein called the "Securities") from time to
time for its lawful purposes and has duly authorized the execution and delivery
of this Indenture to provide for the issuance of such Securities in one or more
series and at such time or times as in this Indenture provided.

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

                            RECITALS OF THE GUARANTOR

      The Guarantor has duly authorized the Guarantees provided for herein, and
to provide therefor the Guarantor has duly authorized the execution and delivery
of this Indenture.

      All things necessary to make the Guarantees, when endorsed on the
Securities to which they relate and executed by the Guarantor, the valid
obligations of the Guarantor, and to make this Indenture a valid agreement of
the Guarantor, in accordance with their and 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 ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.   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;

<PAGE>   11

           (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; and

           (3) 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.

      "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

      "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 authenticating agent appointed by the
Trustee pursuant to Section 714 to act on behalf of the Trustee to authenticate
Securities of one or more series.

      "Bank"  means Mellon Bank, N.A., and any successor or successors thereto.

      "Board of Directors" means the board of directors of the Company or of the
Guarantor, as the case may be, or any duly authorized committee of such board.

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

      "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are generally authorized or
obligated by law or executive order to close.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, 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.

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

      "Company Request", "Company Order", "Guarantor Request" and "Guarantor
Order" mean, respectively, a written request or order signed in the name of the
Company or the Guarantor by the Chairman of the Board, a Vice Chairman, the
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

      "Corporate Trust Office" means the principal corporate trust office of the
Trustee, Security Registrar, Paying Agent or Authenticating Agent, as the case
may be, at which at any particular time its corporate trust business shall be
administered; at the date hereof the Corporate Trust Office of the Trustee is
located at One North State Street, 9th Floor, Chicago, Illinois 60602,
Attention: Corporate Trust Department.


                                       2
<PAGE>   12

      "corporation" means a corporation, association, company or business trust.

      "Covenant Defeasance" has the meaning specified in Section 1503.

      "Default" has the meaning specified in Section 603.

      "Defaulted Interest" has the meaning specified in Section 307.

      "Defeasance" has the meaning specified in Section 1502.

      "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary for such series by the Company pursuant to
Section 301.

      "Event of Default" has the meaning specified in Section 601.

      "Floating or Adjustable Rate Provision" means a formula or provision,
specified in a Board Resolution of the Company or an indenture supplemental
hereto, providing for the determination, whether pursuant to objective factors
or pursuant to the sole discretion of any Person (including the Company, the
Guarantor or the Bank), and periodic adjustment of the interest rate per annum
borne by a Floating 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 bearing the legend specified in Section
204 evidencing all or part of a series of Securities, issued to the Depositary
for such series or its nominee, and registered in the name of such Depositary or
nominee.

      "Guarantee" means the Guarantor's unconditional guarantee of the payment
of the Securities as more fully described in Article Four.

      "Guarantor" means the Person named as the "Guarantor" 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
"Guarantor" shall mean such successor corporation.

      "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, including, for
all purposes of this instrument, and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.

      "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.


                                       3
<PAGE>   13

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

      "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.

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company
or the Guarantor, as the case may be, and delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or the Guarantor, or who may be other
counsel, acceptable to the Trustee.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 602.

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

            (i) Securities theretofore cancelled by the Trustee, or any
      Authenticating Agent, or delivered to the Trustee, or any Authenticating
      Agent, for cancellation;

           (ii) Securities or portions thereof 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 or portions thereof 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 306 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;

            (iv) Securities as to which Defeasance has been effected pursuant to
      Section 1502;

provided, however, 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, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 602, (ii) the principal amount of a security
denominated in a foreign currency or currencies shall be the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security, and (iii)
Securities owned by the Company, the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company


                                       4
<PAGE>   14

or of the Guarantor or of such other obligor shall be disregarded and deemed not
to be Outstanding, except 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 the Trustee knows to be so
owned shall 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, the Guarantor or any other
obligor upon the Securities or any Affiliate of the Company or the Guarantor or
of such other obligor.

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

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

      "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, or, if so specified, the principal (and premium, if any) only
of, the Securities of that series are payable as specified as contemplated by
Section 301, or, if not so specified, as specified in Section 1102.

      "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 306 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.

      "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 Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

      "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 Register" and "Security Registrar" have the respective meanings
specified in Section 305.

      "Senior Indebtedness of the Company" means any obligation of the Company
to its creditors, whether now outstanding or subsequently incurred, except (i)
the 9 3/4% Subordinated Debentures Due 2001, the 9 1/4% Subordinated Debentures
Due 2001 and the 6 7/8% Subordinated Debentures due March 1, 2003, each issued
under the indenture, dated as of April 15, 1991, as amended, among the
Guarantor, the Company and First Trust of Illinois, N.A., as successor to
Continental Bank, National Association, as trustee, and all other notes and
obligations that may be


                                       5
<PAGE>   15

issued under such indenture, as the same may be amended from time to time, (ii)
any obligation as to which in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligation
is not Senior Indebtedness; and (iii) obligations evidenced by the Securities.

      "Senior Indebtedness of the Guarantor" means any obligation of the
Guarantor to its creditors, whether now outstanding or subsequently incurred,
except (i) the guarantee of the Guarantor of the 9 3/4% Subordinated Debentures
Due 2001, the 9 1/4% Subordinated Debentures Due 2001 and the 6 7/8%
Subordinated Debentures due March 1, 2003, each issued under the indenture,
dated as of April 15, 1991, as amended, among the Guarantor, the Company and
First Trust of Illinois, N.A., as successor to Continental Bank, National
Association, as trustee, and all guarantees of the Guarantor of any other notes
or obligations which may be issued under such indenture, as the same may be
amended from time to time; (ii) any obligation as to which, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such obligation is not Senior Indebtedness; and (iii)
obligations evidenced by the Guarantees.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

      "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or the
Guarantor, as the case may be, or by one or more other of its Subsidiaries, or
by the Company or the Guarantor, as the case may be, and one or more other of
its Subsidiaries. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

      "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 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.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

      "U.S. Government Obligation" has the meaning specified in Section 1504.

      "Vice President", when used with respect to the Company, the Guarantor 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".

      "Voting Stock of the Company" means stock of any class or classes, however
designated, having


                                       6
<PAGE>   16

ordinary voting power for the election of a majority of the Board of Directors
of the Company, other than stock having such power only by reason of the
happening of any contingency.

SECTION 102.   Compliance Certificates and Opinions.

      Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company or the Guarantor to the Trustee to take
any action under any provision of this Indenture, the Company or the Guarantor,
as the case may be, shall furnish to the Trustee such certificates and opinions
as may be required under the Trust Indenture Act. Each such certificate or
opinion shall be given in the form of an Officers' Certificate, if to be given
by an officer of the Company or the Guarantor, or an Opinion of Counsel, if to
be given by counsel, and shall comply with the requirements of the Trust
Indenture Act and any other requirements set forth in this Indenture.

      Every certificate or opinion 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 each such individual, he has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

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

SECTION 103.   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 or the Guarantor
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
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 or the
Guarantor, as the case may be, stating that the information with respect to such
factual matters is in the possession of the Company or the Guarantor, as the
case may be, 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,


                                       7
<PAGE>   17

certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.

SECTION 104.   Acts of Holders; Record Dates.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
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 and the Guarantor. 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 701) conclusive in favor of the Trustee and
the Company and the Guarantor, 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 Company may, in the circumstances permitted by the Trust Indenture
Act, fix any day as the record date for the purpose of determining the Holders
of Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first
solicitation of a Holder of Securities of such series made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 801) prior to such first solicitation or vote, as the case
may be. With regard to any record date for action to be taken by the Holders of
one or more series of Securities, only the Holders of Securities of such series
on such date (or their duly designated proxies) shall be entitled to give or
take, or vote on, the relevant action.

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

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

SECTION 105.   Notices, Etc., to Trustee, Company and Guarantor.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other


                                       8
<PAGE>   18

document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company or the Guarantor
      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 Department, or

            (2) the Company or the Guarantor 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 or the Guarantor, as the case may be, addressed to the
      attention of its Secretary at the address of its principal office
      specified in the first paragraph of this instrument or at any other
      address previously furnished in writing to the Trustee by the Company or
      the Guarantor.

SECTION 106.   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 (if any), and not earlier than the earliest date (if any),
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 107.   Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108.   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 109.   Successors and Assigns.

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


                                       9
<PAGE>   19

SECTION 110.   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 111.   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, any Paying Agent, any Security Registrar, any Authenticating Agent,
the holders of Senior Indebtedness of the Company and the Guarantor and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

SECTION 112.   Governing Law.

      This Indenture, the Securities and the Guarantees shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
except that the rights, immunities, duties and liabilities of the Trustee as a
trustee and any rights and immunities limiting such liability shall be governed
by the laws of the State of Illinois.

SECTION 113.   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
(other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section) ) 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.

                                   ARTICLE TWO

                       FORMS OF SECURITIES AND GUARANTEES

SECTION 201.   Forms Generally.

      The Securities of each series and the Guarantees relating thereto 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 of the Company, in the
case of Securities, and of the Guarantor, in the case of Guarantees, 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 letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
or Guarantees, as evidenced by their execution thereof. If the form of
Securities of any series or the Guarantees relating thereto 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


                                       10
<PAGE>   20

Assistant Secretary of the Company or the Guarantor, as the case may be, and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of the
Securities of such series initially delivered by the Company to the Trustee.

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

      The definitive Securities of any series shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which such Securities may be listed, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

SECTION 202.   Form of Face of Security.

      [If the Security is an Original Issue Discount Security, insert--FOR
PURPOSES OF SECTION 1232 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1954, AS
AMENDED, THE ISSUE PRICE OF THIS SECURITY IS.......% OF ITS PRINCIPAL AMOUNT AND
THE ISSUE DATE IS.................., 19.......]


                                       11
<PAGE>   21
                           MELLON FUNDING CORPORATION

No. $

      Mellon Funding Corporation, a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania (herein called 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                                 .

      [If the Security is to bear interest prior to Maturity, insert--, and to
pay interest thereon from or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on
and                 in each year, commencing                    , at [If the
Security is to bear interest at a fixed rate, insert--the 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 is paid or made available for payment [If applicable insert--, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of    % per annum on any overdue principal and premium and on any
overdue installment of interest]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the     or       (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either 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 for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.

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

      [If the Security is not to bear interest prior to Maturity, insert--The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

      Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in [insert at least one Place of
Payment] [if applicable, insert-- and [if applicable, insert--, with respect to
principal (and premium, if any) only,] at the office or agency of the Company
maintained for that purpose in [insert


                                       12
<PAGE>   22

one or more additional Places of Payment]], in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, or an Authenticating Agent, by manual
signature, neither this Security nor the Guarantee endorsed hereon shall be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:
                                            MELLON FUNDING CORPORATION

                                            By

                                              [Authorized Signature]

Attest:


                                              [Authorized Signature]

SECTION 203.   Form of Reverse of Security.

      This Security is one of a duly authorized series of Securities of the
Company (herein called the "Securities"), of the series hereinafter specified,
issued and to be issued under an Indenture, dated as of August 25, 1995 (herein
called the "Indenture"), among the Company, the Guarantor and Bank One Trust
Company, N.A. , as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantor, the Trustee, the holders of Senior Indebtedness of the Company
and the Guarantor and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. The Securities
may be issued in different series, as in the Indenture provided. This Security
is one of the series designated on the face hereof, issued under and entitled to
the benefits of the Indenture [and limited (except as otherwise provided in the
Indenture) to an aggregate principal amount of $       ].

      [If applicable, insert--The Securities of this series are redeemable at
the option of the Company, upon not less than 30 days nor more than 60 days
notice by mail, [if applicable, insert--(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 equal to 100% of the
principal amount, and (2)] at any time [on or after         , 19   ,] as a whole
or from time to time in part, 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,

                                       13
<PAGE>   23

             YEAR          REDEMPTION PRICE        YEAR        REDEMPTION PRICE
             ----          ----------------        ----        ----------------


and thereafter at a Redemption Price equal to    % of the principal amount,
together in the case of any such redemption [if applicable, insert--(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.]

      [If applicable, insert--The Securities of this series are redeemable at
the option of the Company 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 the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after                ], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning                  of the years indicated,

                      REDEMPTION PRICE
                       FOR REDEMPTION      REDEMPTION PRICE FOR
                          THROUGH          REDEMPTION OTHERWISE
                         OPERATION             THAN THROUGH
                           OF THE            OPERATION OF THE
               YEAR     SINKING FUND           SINKING FUND
               ----   ----------------     --------------------


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 moneys 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 the redemption on
     in each year beginning with 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 and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof or any transferee designated by
such Holder upon the cancellation hereof.

      [If the Security is not an Original Issue Discount Security,--If an Event
of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]


                                       14
<PAGE>   24

      [If the Security is an Original Issue Discount Security,--If an Event of
Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to--insert formula for determining the amount. Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on
any overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

      The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject 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 behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of not less than
66 2/3% in aggregate principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company or the
Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

      The Guarantor, or a Subsidiary thereof, may directly assume, by a
supplemental indenture, the due and punctual payment of the principal of (and
premium, if any) and interest on all the Securities, in which case the Company
shall be released from its liability as obligor on the Securities.

      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 times, places and [rate--rates], and in the
coin or currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at
[the--each] office or agency of the Company, in [the--each] place referred to on
the face hereof, where the principal of (and premium, if any) and interest on
[if applicable, insert--, or the principal (and premium, if any) only of,] this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


                                       15
<PAGE>   25

      The Securities of this series are issuable only in registered form without
coupons in denominations of $      and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor and of a different authorized
denomination, as requested by the Holder surrendering the same.

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

      Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor and the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

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

SECTION 204.   Additional Provisions Required in Global Security.

      Any Global Security issued hereunder shall, in addition to the provisions
contained in Sections 202 and 203, bear a legend in substantially the following
form:

      "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES OF
THIS SERIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF SUCH A TRANSFERROR TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
SUCH A TRANSFEREE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF SUCH A TRANSFERROR AND ANY PAYMENT IS MADE TO SUCH A
TRANSFEREE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, SUCH A
TRANSFERROR, HAS AN INTEREST HEREIN."

SECTION 205.   Form of Certificate of Authentication.

      The certificates of authentication shall be in substantially the following
form:

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


                                       16
<PAGE>   26

BANK ONE TRUST COMPANY, N.A.
 as Trustee

By

                   Authorized Signatory

                                                  BANK ONE TRUST COMPANY, N.A.
                                                  as Trustee

SECTION 206.   Form of Guarantee.

      The form of Guarantee to be endorsed on all Securities shall be
substantially as follows:

                                    GUARANTEE
                                       OF
                          MELLON FINANCIAL CORPORATION

      For value received, Mellon Financial Corporation, a corporation duly
organized and existing under the laws of the Commonwealth of Pennsylvania
(herein called the "Guarantor"), hereby unconditionally guarantees to the Holder
of the Security upon which this Guarantee is endorsed the due and punctual
payment of the principal of (and premium, if any) and interest on [if the
Security upon which the Guarantee is endorsed is not to bear interest prior to
Maturity, insert--any overdue principal of] said Security [if applicable,
insert--and the due and punctual payment of the sinking fund payments required
with respect to said Security,] when and as the same shall become due and
payable, whether at maturity, by acceleration or redemption or otherwise,
according to the terms thereof and of the Indenture referred to therein. In case
of the failure of Mellon Funding Corporation or any successor thereto (the
"Company") punctually to pay any such principal, premium [, --or] interest [or
sinking fund payment], the Guarantor hereby agrees to cause any such payment to
be made punctually when and as the same shall become due and payable, whether at
maturity, upon acceleration or redemption or otherwise, and as if such payment
were made by the Company.

      The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of said Security or said Indenture, any failure to enforce the
provisions of said Security or said Indenture, or any waiver, modification,
consent or indulgence granted to the Company with respect thereto, by the Holder
of said Security or the Trustee under said Indenture, the recovery of any
judgment against the Company or any action to enforce the same, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor. The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of merger, insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to said Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal, premium, if
any, [or] interest on [any overdue principal of] [or any sinking fund payment
required with respect to] said Security and the complete performance of all
other obligations contained in said Security.


                                       17
<PAGE>   27

      The Guarantor shall be subrogated to all rights of the Holder of said
Security against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant to the provisions of this Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on [any overdue principal of] [and the
sinking fund payments required with respect to] all Securities issued under said
Indenture shall have been paid in full.

      Subject to the next following paragraph, the Guarantor hereby certifies
and warrants that all acts, conditions and things required to be done and
performed and to have happened precedent to the creation and issuance of this
Guarantee and to constitute the same the valid obligation of the Guarantor have
been done and performed and have happened in due compliance with all applicable
laws.

      Claims under this Guarantee are, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness of the Guarantor, and this Guarantee is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of a Security
upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes.

      This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Security shall have been signed
manually by or on behalf of the Trustee under said Indenture.

      This Guarantee shall be deemed to be a contract made under the laws of the
Commonwealth of Pennsylvania, and for all purposes shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
except as otherwise required by mandatory provisions of law.

      IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed in facsimile by its duly authorized officer under its corporate seal.

                                            MELLON FINANCIAL CORPORATION
[Date of initial issuance of series]
                                            By
                                                          [Authorized Signature]

Attest:


                                            [Authorized Signature]


                                       18
<PAGE>   28

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.   Amount Unlimited; Issuable in Series.

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

      The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution of the Company, and, subject to
Section 303, set forth or determined in the manner provided, in an Officers'
Certificate of the Company, 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);

      (2) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section
304, 305, 306, 1006 or 1207 and except for any Securities which, pursuant to
Section 303, are deemed never to have been authenticated and delivered
hereunder);

      (3) the Person to whom any interest on a Security of the series shall be
payable, if other than 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;

      (4) the date or dates on which the principal of the Securities of the
series is payable;

      (5) 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 rates are determined, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date for the interest payable on any Interest Payment Date;

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

      (7) the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series may be redeemed, in
whole or in part, at the option of the Company;

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

      (9) if other than denominations of $100,000 and any integral multiple of
$1,000 in excess thereof, the denominations in which Securities shall be
issuable;

      (10) any other event or events of default applicable with respect to
Securities of the series in addition


                                       19
<PAGE>   29

to those provided in Section 601;

      (11) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 602;

      (12) 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;

      (13) whether the Securities of the series shall be issued in whole or in
part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Security or Securities, which Depositary shall be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended;

      (14) the currency or currencies, including composite currencies, in which
payment of the principal of and any premium and interest on the Securities of
the series shall be payable if other than the currency of the United States of
America and the manner of determining the equivalent thereof in the currency of
the United States of America for purposes of the definition of "Outstanding" in
Section 101;

      (15) if the amount of payments of principal of and any premium or interest
on the Securities of the series may be determined with reference to an index,
the manner in which such amounts shall be determined;

      (16) if the principal of (and premium, if any) or interest on the
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a coin or currency other than that in which the Securities
are stated to be payable, the coin or currency in which payment of the principal
of (and premium, if any) or interest on Securities of such series as to which
such election is made shall be payable, the period or periods within which, and
the terms and conditions upon which, such election may be made;

      (17) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 1502 or Section 1503 or
both such Sections, any provisions to permit a pledge of obligations other than
U.S. Government Obligations (or the establishment of other arrangements) to
satisfy the requirements of Section 1504(1) for defeasance of such Securities
and, if other than by a Board Resolution, the manner in which any elections by
the Company to defease such Securities shall be evidenced;

      (18) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture, except as permitted by Section 1001(5)).

      The payment of principal and premium, if any, and interest and sinking
fund payments, if any, on or relating to the Securities of each series shall be
unconditionally guaranteed by the Guarantor.

      Unless otherwise provided in or pursuant to such Board Resolution of the
Company and set forth in such Officers' Certificate of the Company or in any
such indenture supplemental hereto, if Securities of any series are to be
redeemed they may be redeemed with funds from any source, including without
limitation proceeds from the sale of one or more series of Securities.

      All Securities of any one series shall be substantially identical except
for necessary or proper variations between temporary and definitive Securities
or Securities of different denominations and


                                       20
<PAGE>   30

except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 303) set forth in the 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 of the Company, 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 Officers' Certificate of the Company setting forth the terms
of the Securities of such series. With respect to Securities of a series offered
in a Periodic Offering, such Board Resolution or action may provide general
terms or parameters for Securities of such series and provide either that the
specific terms of particular Securities of such series shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with a Company Order as contemplated by the first proviso
of the third paragraph of Section 303.

      The Securities of each series and the Guarantees endorsed thereon shall be
subordinated in right of payment to Senior Indebtedness of the Company and the
Guarantor, respectively, as provided in Article Fourteen.

SECTION 302.   Denominations.

      The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any particular series, the
Securities of such series shall be issuable only as registered Securities
without coupons in denominations of $100,000 and any integral multiple of $1,000
in excess thereof.

SECTION 303.   Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company and the
Guarantees endorsed thereon shall be executed on behalf of the Guarantor by,
respectively, its Chairman of the Board, one of its Vice Chairmen, its President
or one of its Vice Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities or Guarantees may be manual or
facsimile.

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

      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, and with Guarantees endorsed thereon executed by the Guarantor, to the
Trustee or Authenticating Agent for authentication, together with a Company
Order for the authentication and delivery of such Securities, and the Trustee or
Authenticating Agent in accordance with the Company Order shall authenticate and
deliver such Securities; provided, however, that, with respect to Securities of
a series offered in a Periodic Offering, (a) the Trustee or Authenticating Agent
shall authenticate and deliver Securities of such series original issue from
time to time, in an aggregate principal amount not exceeding the aggregate
principal amount established for such series, pursuant to a Company Order or
pursuant to such other procedures acceptable to the Trustee as


                                       21
<PAGE>   31

may be specified from time to time by a Company Order, (b) the maturity date or
dates, original issue date or dates, currency or currencies or composite
currencies, interest rate or rates and any other terms of the Securities of such
series shall be determined by Company Order or pursuant to such procedures and
(c) if provided for in such procedures, such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which instructions shall be
promptly confirmed in writing, including via facsimile, prior to delivery. If
the form or terms of the Securities of the series or the form of the Guarantee
relating thereto have been established in or pursuant to one or more Board
Resolutions as permitted by Sections 201 and 301, 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 or Authenticating Agent for authentication, and (subject to Section 701)
shall be fully protected in relying upon, an Opinion of Counsel stating,

      (a) if the form of such Securities or Guarantees has been established by
or pursuant to Board Resolution as permitted by Section 201, 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 301, 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
or Authenticating Agent and issued by the Company, and such Guarantees when
endorsed on such Securities, all in the manner and subject to any conditions
specified in such Opinion of Counsel, will be the legal, valid and binding
obligations of the Company and the Guarantor, respectively, enforceable in
accordance with their terms and entitled to the benefits of this Indenture,
subject, as to enforcement, to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting
generally the enforcement of creditors' rights and to general principles of
equity; provided, however, that, with respect to Securities of a series offered
in a Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel in connection only with the first authentication of Securities of such
series and that the opinions described in clauses (b) and (c) above may state,
respectively,

      (x) that, when the terms of such Securities shall have been established
pursuant to a Company Order or pursuant to such procedures as may be specified
from time to time by a Company Order, all as contemplated by a Board Resolution
or action taken pursuant thereto, such terms will have been duly authorized by
the Company and will have been established in conformity with the provisions of
this Indenture; and

      (y) that such Securities, when completed, authenticated and delivered by
the Trustee or Authenticating Agent and issued by the Company, and such
Guarantees when endorsed on such Securities, all in the manner and subject to
any conditions specified in such Opinion of Counsel, will be the legal, valid
and binding obligations of the Company and the Guarantor, respectively,
enforceable in accordance with their terms and entitled to the benefits of this
Indenture, subject, as to enforcement, to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to or
affecting generally the enforcement of creditors' rights and to general
principles of equity.

      With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities and by the Guarantor of any such Guarantees, the form and terms
thereof and the legality, validity, binding effect and enforceability thereof,
upon the


                                       22
<PAGE>   32


Opinion of Counsel, Company Order and other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, delivered at or prior to
the first authentication of Securities of such series unless and until such
opinion or other documents have been superseded or revoked.

      The Trustee or Authenticating Agent may, but shall not be obligated to,
authenticate the Securities of any series the form or terms of which, or the
form of the Guarantees relating to which, have been so established and with
respect to which it would not be or have been obligated, pursuant to the second
sentence of Section 1003, to execute, if no Securities of such series have been
authenticated, at the time such authentication is requested, or, if Securities
of such series have been authenticated, at the time of the initial
authentication of Securities of such series, an indenture supplemental hereto
containing such form or terms.

      Notwithstanding the provisions of Section 301 and of the third paragraph
of this Section 303, if any Securities of a series are to be offered in a
Periodic Offering, it shall not be necessary to deliver the Opinion of Counsel,
Company Order and other documents otherwise required pursuant to Sections 201
and 301 and this Section at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the time
of authentication upon original issuance of the first Security of such series to
be issued.

      Each Security shall be dated the date of authentication of such Security.
Each Guarantee shall be dated the date of the initial issuance of Securities of
the series to which it pertains.

      No Security or Guarantee endorsed thereon 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 or Authenticating Agent 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. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

      The Trustee or Authenticating Agent shall have the right to decline to
authenticate and deliver any Securities under this Section if the Trustee or
Authenticating Agent, being advised by counsel, determines that such action may
not lawfully be taken by the Company or the Guarantor or if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under this Indenture in a manner not reasonably acceptable
to the Trustee.

SECTION 304.   Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee or Authenticating Agent
shall authenticate and deliver, temporary Securities (having Guarantees duly
endorsed thereon) which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.


                                       23

<PAGE>   33

      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 designated pursuant to Section 1102 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 or Authenticating Agent shall
authenticate and deliver in exchange therefor one or more definitive Securities
of the same series and of a like aggregate principal amount and tenor of
authorized denominations. Until so exchanged, the temporary Securities of any
series and the Guarantees endorsed thereon shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of such series
and tenor and the Guarantees endorsed thereon.

SECTION 305.   Registration, Registration of Transfer and Exchange.

      The Company will keep at an office or agency to be maintained by the
Company as provided in Section 1102 a register (hereinafter 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 and the
registration of transfers of Securities. At all reasonable times, the Security
Register shall be open to inspection by the Trustee. Unless and until otherwise
determined by the Company, by Board Resolution, the Security Register shall be
kept in the City of Pittsburgh, Pennsylvania, at the Corporate Trust Office of
the Bank, which is hereby initially appointed security registrar ("Security
Registrar", which term includes any successor appointed pursuant to this
Section) for the purpose of registering Securities and transfers of Securities
as herein provided.

      Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company maintained pursuant to Section 1102 for
such purpose in a Place of Payment for Securities of that series, the Company
shall execute, and the Trustee or Authenticating Agent 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 (having Guarantees duly endorsed
thereon), of any authorized denominations and of a like aggregate principal
amount and tenor.

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of like tenor of the same series (having Guarantees duly
endorsed thereon), of any authorized denominations and of a like aggregate
principal amount and tenor, 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 or Authenticating Agent shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive and the Guarantor shall execute the Guarantees endorsed
thereon.

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

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


                                       24
<PAGE>   34

      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 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 304, 1006 or 1207 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 1203 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.

      Notwithstanding the foregoing, any Global Security shall be exchangeable
pursuant to this Section 305 for Securities registered in the names of Persons
other than the Depositary for such Security or its nominee only if (i) such
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time such Depositary ceases to
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company executes and delivers to the Trustee a Company Order
that such Global Security shall be so exchangeable or (iii) there shall have
occurred and be continuing an Event of Default with respect to the Securities.
Any Global Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for Securities registered in such names as such Depositary
shall direct.

      Unless and until any Global Security is exchanged in whole or in part for
Securities of this series in certificated form, such Global Security may not be
transferred except 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 or by the Depositary or any such nominee to a successor Depositary or
a nominee of such Depositary. Unless a certificate representing a Global
Security is presented by an authorized representative of such a transferror to
the Company or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of such a transferee or such
other name as requested by an authorized representative of such a transferror
and any payment is made to such a transferee, any transfer, pledge or other use
thereof for value or otherwise by or to any person is wrongful since the
registered owner thereof, such a transferror has an interest therein.

      No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the
Guarantor, the Trustee, and any agent of the Company, the Guarantor or the
Trustee as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall impair, as between a
Depositary and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary as Holder of
any Security.

SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.

      If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee or Authenticating Agent shall authenticate and deliver
in exchange therefor a new Security of the same series, with a Guarantee duly
endorsed thereon, and of like tenor and principal amount and bearing a serial
number not contemporaneously outstanding.


                                       25
<PAGE>   35

      If there shall be delivered to the Company, the Guarantor 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 required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company, the Guarantor or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and the Trustee or
Authenticating Agent shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series, with a
Guarantee duly endorsed thereon by the Guarantor, and of like tenor and
principal amount and bearing a serial number not contemporaneously outstanding.

      In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security of the same series, 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 guaranteed by the Guarantor,
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 and
Guarantees of the same series duly issued hereunder.

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

SECTION 307.   Payment of Interest; Interest Rights Preserved.

      Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, 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.

      Any interest on any Security of a particular 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 or the Guarantor, at its
election in each case, as provided in Clause (1) or (2) below:

      (1) The Company or the Guarantor 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 or the Guarantor 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 or the Guarantor, as the case may be, 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 deposit with the Trustee or designated Paying
Agent 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



                                       26
<PAGE>   36

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 or the Guarantor, as the case may be,
of such Special Record Date and, in the name and at the expense of the Company
or the Guarantor, as the case may be, 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 or the Guarantor 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
Securities of such series may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company or the Guarantor to the
Trustee of the proposed payment pursuant to this Clause, such manner of payment
shall be deemed practicable by the Trustee.

      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 of the same series shall carry the rights
to interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308.   Persons Deemed Owners.

      Prior to due presentment of a Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name such 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 307) interest on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Guarantor, the Trustee nor any agent of the Company,
the Guarantor or the Trustee shall be affected by notice to the contrary.

SECTION 309.   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 or an Authenticating Agent, be
delivered to the Trustee or an Authenticating Agent and shall be promptly
cancelled by it. The Company or the Guarantor may at any time deliver to the
Trustee or an Authenticating Agent for cancellation any Securities previously
authenticated and delivered hereunder which the Company or the Guarantor may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee or an
Authenticating Agent. 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. The Trustee and any Authenticating Agent
shall destroy all cancelled Securities held by it and shall deliver to the
Company a certificate with respect to such destruction.


                                       27
<PAGE>   37

SECTION 310.   Computation of Interest.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                             GUARANTEE OF SECURITIES

SECTION 401.   Unconditional Guarantee.

      The Guarantor hereby unconditionally guarantees to each Holder of a
Security of any series authenticated and delivered by the Trustee or
Authenticating Agent the due and punctual payment of the principal of and
premium, if any, and interest on such Security and the due and punctual payment
of the sinking fund payments, if any, provided for pursuant to the terms of such
Security, when and as the same shall become due and payable, whether at
maturity, by acceleration or redemption or otherwise, in accordance with the
terms of such Security and of this Indenture. In case of the failure of the
Company punctually to pay any such principal, premium, interest or sinking fund
payment, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at
maturity, upon acceleration or redemption or otherwise, and as if such payment
were made by the Company.

      The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of such Security or this Indenture, any failure to enforce the
provisions of any such Security or this Indenture, or any waiver, modification,
consent or indulgence granted to the Company with respect thereto, by the Holder
of such Security or the Trustee, the recovery of any judgment against the
Company or any action to enforce the same, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
The Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger, insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest or
notice with respect to any such Security or the indebtedness evidenced thereby
and all demands whatsoever, and covenants that this Guarantee will not be
discharged except by payment in full of the principal of and premium, if any,
and interest on, and any sinking fund payments required with respect to, the
Securities and the complete performance of all other obligations contained in
the Securities.

      The Guarantor shall be subrogated to all rights of the Holder of any
Security against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant to the provisions of this Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
and premium, if any, and interest on, and any sinking fund payments required
with respect to, all Securities shall have been paid in full.

      Claims under the Guarantee are, to the extent provided in this Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness of the Guarantor, and the


                                       28
<PAGE>   38

Guarantee is issued subject to the provisions of this Indenture with respect
thereto. Each Holder of a Security upon which the Guarantee is endorsed, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 402.   Execution of Guarantees.

      To evidence its Guarantee to the Holders specified in Section 401, the
Guarantor hereby agrees to execute the Guarantee in substantially the form above
recited to be endorsed on each Security authenticated and delivered by the
Trustee or Authenticating Agent. Each such Guarantee shall be executed on behalf
of the Guarantor and dated as set forth in Section 303 prior to the
authentication of the Security on which it is endorsed, and the delivery of such
Security by the Trustee or Authenticating Agent, after the authentication
thereof hereunder, shall constitute due delivery of such Guarantee on behalf of
the Guarantor.

      The Guarantee set forth in this Article shall not be valid or become
obligatory for any purpose with respect to a Security until the certificate of
authentication on such Security shall have been signed by the Trustee or
Authenticating Agent.

                                  ARTICLE FIVE

                           SATISFACTION AND DISCHARGE

SECTION 501.      Satisfaction and Discharge of Indenture.

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

      (1) either

            (A) all Securities 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 306 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 1103) have
      been delivered to the Trustee for cancellation; or

            (B) all such Securities 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 Guarantor,


                                       29
<PAGE>   39

      and the Company or the Guarantor, 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 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 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 or the Guarantor has paid or caused to be paid all
      other sums payable hereunder by the Company and the Guarantor; and

            (3) the Company and the Guarantor have 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 and the Guarantor to the Trustee under Section 707,
the obligations of the Trustee to any Authenticating Agent under Section 714
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
502 and the last paragraph of Section 1103 shall survive.

SECTION 502.  Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 1103, all money
deposited with the Trustee pursuant to Section 501 shall be held in trust and
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 has been deposited with the
Trustee; but such money need not be segregated from other funds except as
required by law.

                                   ARTICLE SIX

                                    REMEDIES

SECTION 601.  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):

           (1) a court or Federal or State regulatory agency having jurisdiction
      in the premises shall enter a decree or order for relief in respect of the
      Guarantor or the Bank in an involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appointing a receiver, liquidator, assignee, custodian, trustee,
      sequestrator (or similar official) of the Guarantor or the Bank or
      substantially all of such Person's assets (other than appointment of a
      conservator with respect to the Bank), or ordering the winding up or
      liquidation of such Person's affairs, and such decree or order shall
      remain unstayed and in effect for a period of 60 consecutive days; or


                                       30
<PAGE>   40

           (2) the Guarantor or the Bank shall commence a voluntary case under
      any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, or shall consent to the entry of an order for relief
      in an involuntary case under any such law, or shall consent to the
      appointment of or taking possession by a receiver, liquidator, assignee,
      trustee, custodian, sequestrator (or similar official) of the Guarantor or
      the Bank or substantially all of such Person's assets (other than
      appointment of a conservator with respect to the Bank), or shall make any
      general assignment for the benefit of creditors.

      Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 601 with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice of default, which record date shall be at the close of business on
the date the Trustee receives such notice of default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such notice of default, whether or not such Holders remain Holders
after such record date; provided, that unless Holders of at least 10% in
principal amount of the Outstanding Securities of such series, or their proxies
shall have joined in such notice of default prior to the day which is 90 days
after such record date, such notice of default shall automatically and without
further action by any Holder be cancelled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new notice of default identical to a
notice of default which has been cancelled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 601.

SECTION 602.  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 and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof), of all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company and the Guarantor
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (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 a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company, the
Guarantor and the Trustee, may rescind and annul such declaration and its
consequences if

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

                  (A) all overdue installments of interest on all Securities of
            that series,

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


                                       31
<PAGE>   41

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

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

      and

           (2) all Events of Default and Defaults 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 613.

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

      Upon receipt by the Trustee of any written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been cancelled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 602.

SECTION 603.  Collection of Indebtedness and Suits for Enforcement by Trustee.

      "Default", wherever used herein, means any one of the following events
(whatever the reason for such Default and whether it shall be occasioned by the
provisions of Article Fourteen or 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):

            (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, or

            (2) default is made in the payment of the principal of any Security
      at the Maturity thereof, or

            (3) default is made in the performance of any covenant or a breach
      occurs in any warranty of the Company in this Indenture (other than a
      covenant or warranty 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 such default or breach continues
      for a period of 60 days after there has been given, by registered or
      certified mail, to the Company and the Guarantor by the Trustee or to the
      Company and the Guarantor and the Trustee by the Holders of at least 25%
      in principal amount of the Outstanding


                                       32
<PAGE>   42

      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.

      The Company covenants that if any Event of Default or Default under Clause
(1) or (2) above shall occur, the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holder of such Security, the whole amount then due
and payable on such Security for principal (and premium, if any) and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Security, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

      If an Event of Default or Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series 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 604.  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, the Guarantor or any other obligor
upon the Securities or the property of the Company, the Guarantor or such other
obligor or their creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any receiver,
assignee, custodian, 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 707.

      No provision of this Indenture 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 any Holder in any such proceeding.


                                       33
<PAGE>   43

SECTION 605.  Trustee May Enforce Claims Without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities or
the Guarantees 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 606.  Application of Money Collected.

      Subject to Article Fourteen, any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, 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
      707; and

            SECOND: To the payment of the amounts then due and unpaid for
      principal of (and premium, if any) and interest on 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, if any) and interest, respectively.

SECTION 607.  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,
unless

           (1) such Holder has previously given written notice to the Trustee of
      a continuing Event of Default or 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
      or Default in its own name as Trustee hereunder;

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

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

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



                                       34
<PAGE>   44

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 608.  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 307)
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 609.  Restoration of Rights and Remedies.

      If the Trustee or any Holder 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 Guarantor, 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 610.  Rights and Remedies Cumulative.

      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 611.  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 or Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or Default or an acquiescence therein. Every right and 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 612.  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


                                       35
<PAGE>   45

           (2) such direction shall not be unduly prejudicial to the rights of
      Holders not joining therein nor expose the Trustee to personal liability.

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

      Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that unless the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have joined in such notice prior to
the day which is 90 days after such record date, such notice shall automatically
and without further action by any Holder be cancelled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new notice identical to a
notice which has been cancelled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 612.

SECTION 613.  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

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

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any past default hereunder.
If a record date is fixed, the Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided that unless such majority in principal amount shall have waived
such default prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

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

SECTION 614.  Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in


                                       36
<PAGE>   46

such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Trustee,
the Company or the Guarantor.

SECTION 615.  Waiver of Stay or Extension Laws.

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

                                  ARTICLE SEVEN

                                   THE TRUSTEE

SECTION 701.  Certain Duties and Responsibilities.

      (a) The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any 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 adequate indemnity against
such risk or liability is not reasonably assured to it. 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.

      (b) All indemnifications and releases from liability granted herein to the
 Trustee shall extend to the directors, officers, employees and agents of the
 Trustee.

SECTION 702.  Notice of Defaults.

      If a default occurs hereunder with respect to Securities of any series of
which a responsible officer in the Corporate Trust Office of the Trustee has
actual knowledge, the Trustee shall give the Holders of Securities of such
series notice of such default as and to the extent provided by Section 315(b) of
the Trust Indenture Act; provided, however, that in the case of any default of
the character specified in Section 603(3) 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 703.  Certain Rights of Trustee.

      Except as otherwise provided in Section 701:


                                       37
<PAGE>   47


           (a) the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, officer's certificate,
      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 or the Guarantor
      mentioned herein shall be sufficiently evidenced by a Company Request or
      Company Order or Guarantor Request or Guarantor Order, as the case may be,
      or as otherwise expressly provided herein and any resolution of the Board
      of Directors may be sufficiently evidenced by a Board Resolution;

           (c) whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence be herein specifically prescribed) may, in the absence of
      bad faith on its part, 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 reasonable security or indemnity
      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, officer's certificate,
      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 and the Guarantor, personally
      or by agent (including an Authenticating Agent) or attorney; provided,
      that if the payment within a reasonable time to the Trustee of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      inquiry or investigation is, in the opinion of the Trustee, not reasonably
      assured the Trustee by the security afforded to it by the terms of this
      Indenture, the Trustee may require reasonable indemnity against such
      expenses or liabilities as a condition to proceeding; the reasonable
      expenses of every such examination shall be paid by the Guarantor and or,
      if advanced by the Trustee, shall be repaid by the Guarantor Company upon
      demand; 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 or
      attorneys and the Trustee shall not be responsible for any misconduct or
      negligence on the part of any agent (including any Authenticating Agent)
      or attorney appointed with due care by it hereunder.

SECTION 704.  Not Responsible for Recitals or Issuance of Securities and
              Guarantees.

      The recitals contained herein and in the Securities and Guarantees, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company or the Guarantor, as the case may be, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness.
Neither


                                       38
<PAGE>   48

the Trustee nor any Authenticating Agent makes any representations as to the
validity or sufficiency of this Indenture or of the Securities or the
Guarantees. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company or the Guarantor of
Securities or the proceeds thereof.

SECTION 705.  May Hold Securities.

      The Trustee, any Paying Agent, any Security Registrar, any Authenticating
Agent or any other agent of the Company or the Guarantor, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 708 and 713, may otherwise deal with the Company and the Guarantor
with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar, Authenticating Agent or such other agent.

SECTION 706.  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 or the Guarantor.

SECTION 707.  Compensation and Reimbursement.

      The Company and the Guarantor agree

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

           (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, including any Authenticating Agents, 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 for, and to hold it 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 itself against any claim or liability in connection
      with the exercise or performance of any of its powers or duties hereunder.

      As security for the performance of the obligations of the Company and the
Guarantor under this Section the Trustee shall have a lien prior to the
Securities and Guarantees upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (and
premium, if any) or interest on particular Securities.

         The provisions of this Section 707 shall survive the resignation or
removal of the Trustee and the termination of this Indenture.


                                       39
<PAGE>   49

SECTION 708.  Disqualification; Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 709.  Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000, and subject to supervision
or examination by Federal or State authority and having a Corporate Trust Office
in the City of Pittsburgh, Pennsylvania or the Borough of Manhattan, The City of
New York, New York or Chicago, Illinois. If such Person 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 Person 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 710.  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 711.

      (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 and the
Guarantor. If the instrument of acceptance by a successor Trustee required by
Section 711 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may 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 and the Guarantor.

      (d) If at any time:

           (1) the Trustee shall fail to comply with Section 708 after written
      request therefor by the Company or the Guarantor 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 709 and
      shall fail to resign after written request therefor by the Company or the
      Guarantor 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,


                                       40
<PAGE>   50

then, in any such case, (i) the Company or the Guarantor by a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to
Section 614, 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 711. 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 711, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company or the Guarantor. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Guarantor or the Holders and accepted
appointment in the manner required by Section 711, 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 to all Holders
of Securities of such series in the manner provided in Section 106; provided,
that failure of the Company to give such notice shall not effect the resignation
or removal of such Trustee. 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 711.  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, the Guarantor 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, the Guarantor 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, subject nevertheless to its lien, if any, provided for in Section
707.

      (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
Guarantor, the retiring Trustee and each 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


                                       41
<PAGE>   51

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

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

SECTION 712.  Merger, Conversion, Consolidation or Succession to Business.

      Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation 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.

SECTION 713.  Preferential Collection of Claims Against Company and Guarantor.

      If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company or the Guarantor (or any such other obligor).

SECTION 714.  Appointment of Authenticating Agent.

      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


                                       42
<PAGE>   52

series issued upon original issue and upon exchange, registration of transfer or
partial redemption thereof (but not upon original issuance or pursuant to
Section 306), and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.

      Each Authenticating Agent shall be acceptable to the Company and the
Guarantor and shall at all times be a corporation organized and doing business
under the laws of the United States of America or of any State, authorized under
such laws to 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 corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, 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. In case 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.

      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 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 at any time resign by giving written notice of
resignation to the Trustee and to the Company and the Guarantor. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company and the
Guarantor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and the Guarantor and shall mail notice of such appointment to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear on 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
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

                                  ARTICLE EIGHT

          HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR


                                       43
<PAGE>   53

SECTION 801.  Company and Guarantor to Furnish Trustee Names and Addresses
              of Holders.

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

           (a) semi-annually, either (i) not later than July 15 and January 15
      in each year in the case of Original Issue Discount Securities of any
      series which by their terms bear interest only after Maturity, or (ii) not
      more than 15 days after each Regular Record Date in the case of Securities
      of any other series, a list for each such series, in such form as the
      Trustee may reasonably require, of the names and addresses of the Holders
      of Securities of such series as of the preceding June 30 or December 31 or
      as of such Regular Record Date, as the case may be, and

           (b) at such other times as the Trustee may request in writing, within
      30 days after the receipt by the Company or the Guarantor 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,

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 802.  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 801. The Trustee may
destroy any list furnished to it as provided in Section 801 upon receipt of a
new list so furnished.

      (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

      (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company, the Guarantor and the Trustee that neither the Company, the
Guarantor nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.

SECTION 803.  Reports by Trustee.

      (a) The Trustee shall transmit to Holders 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.

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

SECTION 804.  Reports by Company and Guarantor.

      The Company and the Guarantor shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required


                                       44
<PAGE>   54

pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission.

                                  ARTICLE NINE

                         CONSOLIDATION, MERGER AND SALE

SECTION 901.  Company May Consolidate, Etc., Only on Certain Terms.

      Nothing contained in this Indenture or in any of the Securities or
Guarantees shall prevent any consolidation or merger of the Company with or into
any other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any
conveyance, transfer or lease of the property of the Company as an entirety or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company) authorized to acquire and operate the same;
provided, however, that:

           (1) in case the Company shall consolidate with or merge into another
      corporation or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the corporation formed by such
      consolidation or into which the Company is merged or the Person which
      acquires by conveyance or transfer, or which leases, the properties and
      assets of the Company substantially as an entirety shall be a corporation
      organized and existing under the laws of the United States of America, any
      State thereof or the District of Columbia and shall expressly assume, by
      an indenture (or indentures, if at such time there is more than one
      Trustee) supplemental hereto, executed and delivered by the successor
      corporation and the Guarantor 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
      covenant of this Indenture on the part of the Company to be performed or
      observed;

           (2) immediately after giving effect to such transaction and treating
      any indebtedness which becomes an obligation of the Company or a
      Subsidiary as a result of such transaction as having been incurred by the
      Company or such Subsidiary at the time of such transaction, no Event of
      Default, and no event (including, without limitation, default under
      Section 1107) which, after notice or lapse of time or both, would become
      an Event of Default or Default, shall have happened and be continuing;

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

           (4) the Guarantor has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that the Guarantees
      remain in full force and effect.

SECTION 902.  Successor Corporation Substituted for Company.

      Upon any consolidation or merger or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety to any
Person in accordance with Section 901, the successor


                                       45
<PAGE>   55

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 to
another Person, the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Securities.

SECTION 903.  Guarantor May Consolidate, Etc., Only on Certain Terms.

      Nothing contained in this Indenture or in any of the Securities or
Guarantees shall prevent any consolidation or merger of the Guarantor with or
into any other corporation or corporations (whether or not affiliated with the
Guarantor), or successive consolidations or mergers in which the Guarantor or
its successor or successors shall be a party or parties, or shall prevent any
conveyance, transfer or lease of the property of the Guarantor as an entirety or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Guarantor) authorized to acquire and operate the same;
provided, however, that

           (1) in case the Guarantor shall consolidate with or merge into
      another corporation or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the corporation formed by such
      consolidation or into which the Guarantor is merged or the Person which
      acquires by conveyance or transfer, or which leases, the properties and
      assets of the Guarantor substantially as an entirety shall be a
      corporation organized and existing under the laws of the United States of
      America, any State thereof or the District of Columbia and shall expressly
      assume, by an indenture (or indentures, if at such time there is more than
      one Trustee) supplemental hereto, executed and delivered by the Guarantor
      and the Company to the Trustee, in form satisfactory to the Trustee, the
      Guarantees endorsed on the Securities and the performance of every
      covenant of this Indenture on the part of the Guarantor to be performed or
      observed;

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

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

SECTION 904.  Successor Corporation Substituted for Guarantor.

      Upon any consolidation or merger or any conveyance, transfer or lease of
the properties and assets of the Guarantor substantially as an entirety to any
Person in accordance with Section 903, the successor corporation formed by such
consolidation or into which the Guarantor 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 Guarantor under this Indenture with the
same effect as if such successor corporation had been named as the Guarantor
herein, and thereafter, except in the case of a lease to another Person, the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Guarantees.


                                       46
<PAGE>   56

SECTION 905.  Assumption by Guarantor.

      The Guarantor, or a Subsidiary thereof, may directly 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 covenant of this Indenture on the part of the Company to be performed or
observed. Upon any such assumption, the Guarantor or such Subsidiary 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 the Guarantor or
such Subsidiary had been named as the Company herein and the Company shall be
released from its liability as obligor on the Securities. No such assumption
shall be permitted unless the Guarantor has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
assumption and supplemental indenture comply with this Article, and that all
conditions precedent herein provided for relating to such transaction have been
complied with and that, in the event of assumption by a Subsidiary, the
Guarantees remain in full force and effect.

                                   ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

SECTION 1001.  Supplemental Indentures Without Consent of Holders.

      Without the consent of any Holders, the Company and the Guarantor, when
authorized by Board Resolutions, 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 of the following purposes:

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

           (2) to add to the covenants of the Company or the Guarantor 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 such series) or to surrender any right or power herein
      conferred upon the Company or the Guarantor; or

           (3) to add any additional Events of Default or Defaults; or

           (4) to add to or change any of the provisions of this Indenture to
      such extent as shall be necessary to permit or facilitate the issuance of
      Securities in bearer form, registrable or not registrable as to principal,
      and with or without interest coupons; or

           (5) to add to, change or eliminate any of the provisions of this
      Indenture in respect of one or more series of Securities, provided that
      any such addition, change or elimination (i) shall neither (A) apply to
      any Security of any series created prior to the execution of such
      supplemental indenture and entitled to the benefit of such provision nor
      (B) modify the rights of the Holder of any such Security with respect to
      such provision or (ii) shall become effective only when there is no such
      Security Outstanding; or

           (6) to establish the form or terms of Securities of any series or the
      form of Guarantees relating


                                       47
<PAGE>   57

      thereto as permitted by Sections 201 and 301; or

           (7) 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 711(b);

           (8) 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 that such action pursuant to this Clause
      (8) shall not adversely affect the interests of the Holders of Securities
      of any series in any material respect; or

            (9) to effect assumption by the Guarantor or a Subsidiary thereof
      pursuant to Section 905.

SECTION 1002.  Supplemental Indentures With Consent of Holders.

      With the consent of the Holders of not less than 66 2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company and the Guarantor, 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, however, 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 such rate for any period) or any
      premium payable upon the redemption thereof, or reduce the amount of the
      principal of an Original Issue Discount Security that would be due and
      payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 602, 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 modify the provisions
      of this Indenture with respect to the subordination of the Securities and
      the Guarantees in a manner adverse to the Holders, or

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

           (3) modify any of the provisions of this Section, Section 613 or
      Section 1107, 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, however, 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 and
      Article Eleven, or the deletion of this proviso, in accordance with the
      requirements of Sections 711(b) and 1001(7), or



                                       48
<PAGE>   58

           (4) modify or affect in any manner adverse to the Holders the terms
      and conditions of the obligation of the Guarantor in respect of the due
      and punctual payment of the principal of, premium, if any, or interest or
      sinking fund payments, if any, on the 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 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.

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

      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 1003.  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 701) 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.

SECTION 1004.  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.

SECTION 1005.  Conformity with Trust Indenture Act.

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

SECTION 1006.  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


                                       49
<PAGE>   59

approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Guarantor shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the
Boards of Directors of the Company and the Guarantor, to any such supplemental
indenture may be prepared and executed by the Company, with the Guarantee of the
Guarantor endorsed thereon, and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                 ARTICLE ELEVEN

                                    COVENANTS

SECTION 1101.  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 that series in accordance with the
terms of the Securities of such series and this Indenture.

SECTION 1102.  Maintenance of Office or Agency.

      The Company or the Guarantor 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 or the Guarantor in respect of the Securities of
that series and the Guarantees relating thereto and this Indenture may be
served; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register. With respect to the
Securities of any series, such office or agency and each Place of Payment shall
be as specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, (i) the Places of
Payment for such Securities shall be the City of Pittsburgh, Pennsylvania and
the Borough of Manhattan, The City of New York (except that as to payment of
interest the City of Pittsburgh, Pennsylvania shall be the only Place of
Payment) and (ii) such office or agency for payment for Securities of such
series shall initially be the principal office of the Bank in the City of
Pittsburgh, Pennsylvania and, with respect to principal (and premium, if any)
only, the Trustee's office in the Borough of Manhattan, The City of New York,
and such office or agency for surrender for registration of transfer or exchange
of and for service of notices and demands in respect of Securities of such
series shall initially be the principal office of the Bank in the City of
Pittsburgh, Pennsylvania and the Bank's facility in the Borough of Manhattan,
The City of New York. The Company and the Guarantor will give prompt written
notice to the Trustee of the location, and any change in the location, of any
such office or agency. If at any time the Company and the Guarantor 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 and the Guarantor each hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

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


                                       50
<PAGE>   60

Company and the Guarantor 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 1103.  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 such amount, such sum to be held as provided by
the Trust Indenture Act and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

      The Company 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 (i) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company or the Guarantor (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

      The Company or the Guarantor 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 or Guarantor Order, as the case may be, 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 deposited by the
Guarantor, paid to the Guarantor on Guarantor 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 and
the Guarantor for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in 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, 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 or
the Guarantor, as the case may be.


                                       51
<PAGE>   61

SECTION 1104.  Corporate Existence.

      Subject to Article Nine, the Company and the Guarantor will do or cause to
be done all things necessary to preserve and keep in full force and effect their
respective corporate existences and that of the Bank and their respective rights
(charter and statutory) and franchises and those of the Bank; provided, however,
that neither the Company, the Guarantor, nor the Bank shall be required to
preserve any such right or franchise if the Company, the Guarantor or the Bank,
as the case may be, shall determine that the preservation thereof is no longer
desirable in the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to the Holders.

SECTION 1105.  Company Statement as to Compliance.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement, which need not comply with Section 102,
signed by the Chairman of the Board, a Vice Chairman, the President or a Vice
President and by the Treasurer or an Assistant Treasurer of the Company,
stating, as to each signer thereof, that

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

           (2) to the best of his knowledge, based on such review, (a) the
      Company has fulfilled all its obligations under this Indenture throughout
      such year, or, if there has been a default in the fulfillment of any such
      obligation, specifying each such default known to him and the nature and
      status thereof, and (b) no event has occurred and is continuing which is,
      or after notice or lapse of time or both would become, an Event of Default
      under Section 601, or a Default under Section 603, or, if such an event
      has occurred and is continuing, specifying each such event known to him
      and the nature and status thereof.

SECTION 1106.  Guarantor Statement as to Compliance.

      The Guarantor will deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement, which need not comply with Section
102, signed by the Chairman of the Board, a Vice Chairman, the President or a
Vice President and by the Treasurer or an Assistant Treasurer of the Guarantor,
stating, as to each signer thereof, that

           (1) a review of the activities of the Guarantor during such year and
      of performance under this Indenture has been made under his supervision,
      and

           (2) to the best of his knowledge, based on such review, (a) the
      Guarantor has fulfilled all its obligations under this Indenture
      throughout such year, or, if there has been a default in the fulfillment
      of any such obligation, specifying each such default known to him and the
      nature and status thereof, and (b) no event has occurred and is continuing
      which is, or after notice or lapse of time or both would become, an Event
      of Default under Section 601, or a Default under Section 603 or, if such
      an event has occurred and is continuing, specifying each such event known
      to him and the nature and status thereof.


                                       52
<PAGE>   62

SECTION 1107.  Limitation Upon Disposition of Voting Stock of Company.

      So long as any of the Securities shall be Outstanding, but subject to the
provisions of Article Nine, the Guarantor will not sell, assign, transfer, grant
a security interest in or otherwise dispose of any shares of, securities
convertible into or options, warrants or rights to subscribe for or purchase
shares of, Voting Stock of the Company, nor will it permit the Company (or any
successor thereto) (a) to issue, except to the Guarantor, any shares of,
securities convertible into or options, warrants or rights to subscribe for or
purchase shares of, Voting Stock of the Company, (b) to merge or consolidate
with another Person, other than the Guarantor, or (c) to sell, assign, transfer,
grant a security interest in or otherwise dispose of or lease all or
substantially all of the assets of the Company.

SECTION 1108.  Waiver of Certain Covenants.

      The Company or the Guarantor, as the case may be, may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 1104 and 1107 with respect to the Securities of any series if before
the time for such compliance the Holders of at least 66 2/3% in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the Guarantor
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.

      The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any such term, provision or
condition. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
such term, provision or condition hereunder, whether or not such Holders remain
Holders after such record date; provided, that unless the Holders of at least
66 2/3% in principal amount of the Outstanding Securities of such series shall
have waived such term, provision or condition prior to the date which is 90 days
after such record date, any such waiver previously given shall automatically and
without further action by any Holder be cancelled and of no further effect.

                                 ARTICLE TWELVE

                            REDEMPTION OF SECURITIES

SECTION 1201.  Applicability of Article.

      Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

SECTION 1202.  Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities of any series
pursuant to Section 1201 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 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of


                                       53
<PAGE>   63

such Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities 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.

SECTION 1203.  Selection by Security Registrar of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed, the
Company and the Guarantor shall cause the particular Securities of such series
to be redeemed to be selected not more than 60 days prior to the Redemption Date
by the Security Registrar, from the Outstanding Securities of such series not
previously called for redemption, at random or by such method as the Security
Registrar 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.

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

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

SECTION 1204.  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 (and, in the case of partial redemption of
      any Securities, the principal amounts) of the particular Securities of
      such series to be redeemed, from the Holder to whom such notice is given,

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and, if applicable,
      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.


                                       54
<PAGE>   64

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

SECTION 1205.  Deposit of Redemption Price.

      Prior to 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 1103) 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 of
the particular series or portions thereof which are to be redeemed on that date.

SECTION 1206.  Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. 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, however, that, unless otherwise specified as
contemplated by Section 301, 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 307.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, subject to
Section 113, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

SECTION 1207.  Securities Redeemed in Part.

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


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<PAGE>   65

                                ARTICLE THIRTEEN

                                  SINKING FUNDS

SECTION 1301.  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 301 for 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 a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of 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 sinking fund payment may be subject to reduction as provided
in Section 1302. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

SECTION 1302.  Satisfaction of Sinking Fund Payments with Securities.

      The Company (1) may deliver to the Trustee for cancellation 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 Securities 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
sinking fund payment with respect to the Securities of such series required to
be made pursuant to the terms of such Securities as provided for by the 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
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

SECTION 1303.  Redemption of Securities for Sinking Fund.

      Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company 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 1302 and will also deliver to the Trustee any Securities to
be so delivered if not theretofor delivered. Not less than 60 days before each
such sinking fund payment date the Company and the Guarantor shall cause to be
selected the Securities to be redeemed upon such sinking fund payment date in
the manner specified in Section 1203 and shall cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1204. The Company shall deposit the amount of cash,
if any, required for such sinking fund payment with the Trustee or a Paying
Agent in the manner provided in Section 1205. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1206 and 1207.


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<PAGE>   66

                                ARTICLE FOURTEEN

                   SUBORDINATION OF SECURITIES AND GUARANTEES

SECTION 1401.  Securities Subordinate to Senior Indebtedness of the Company.

      The Company covenants and agrees that anything in this Indenture or the
Securities of any series to the contrary notwithstanding, the indebtedness
evidenced by the Securities of each series is subordinate and junior in right of
payment to all Senior Indebtedness of the Company to the extent provided herein,
and each Holder of Securities of each series, by his acceptance thereof,
likewise covenants and agrees to the subordination herein provided and shall be
bound by the provisions hereof. Senior Indebtedness of the Company shall
continue to be Senior Indebtedness of the Company and entitled to the benefits
of these subordination provisions irrespective of any amendment, modification or
waiver of any term of the Senior Indebtedness of the Company or extension or
renewal of the Senior Indebtedness of the Company.

      In the event that the Company shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Indebtedness of the
Company when the same becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration or otherwise, then, upon written notice
of such default to the Company by the holders of Senior Indebtedness or any
trustee therefor, unless and until such default shall have been cured or waived
or shall have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the principal of or interest on any of the Securities, or in respect
of any redemption, retirement, purchase or other acquisition of any of the
Securities.

      In the event of

            (a) any insolvency, bankruptcy, receivership, liquidation,
      reorganization, readjustment, composition or other similar proceeding
      relating to the Company, its creditors or its property,

            (b) any proceeding for the liquidation, dissolution or other winding
      up of the Company, voluntary or involuntary, whether or not involving
      insolvency or bankruptcy proceedings,

            (c) any assignment by the Company for the benefit of creditors, or

            (d) any other marshalling of the assets of the Company,

all Senior Indebtedness of the Company (including any interest thereon accruing
after the commencement of any such proceedings) shall first be paid in full
before any payment or distribution, whether in cash, securities or other
property, shall be made to any Holder of any of the Securities on account
thereof. Any payment or distribution, whether in cash, securities or other
property (other than securities of the Company or any other corporation provided
for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of
all Senior Indebtedness of the Company at the time outstanding and to any
securities issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for these subordination provisions) be
payable or deliverable in respect of the Securities of any series shall be paid
or delivered directly to the holders of Senior Indebtedness of the Company in
accordance with the priorities then existing among such holders until all Senior
Indebtedness of the Company (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full.

                                       57
<PAGE>   67


      In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which
are subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities, to the
payment of all Senior Indebtedness of the Company at the time outstanding and to
any securities issued in respect thereof under any such plan of reorganization
or readjustment), shall be received by the Trustee or any Holder in
contravention of any of the terms hereof such payment or distribution or
security shall be received in trust for the benefit of, and shall be paid over
or delivered and transferred to, the holders of the Senior Indebtedness of the
Company at the time outstanding in accordance with the priorities then existing
among such holders for application to the payment of all Senior Indebtedness of
the Company remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness of the Company in full. In the event of the failure of the Trustee
or any Holder to endorse or assign any such payment, distribution or security,
each holder of Senior Indebtedness of the Company is hereby irrevocably
authorized to endorse or assign the same.

      No present or future holder of any Senior Indebtedness of the Company
shall be prejudiced in the right to enforce subordination of the indebtedness
evidenced by the Securities by any act or failure to act on the part of the
Company. Nothing contained herein shall impair, as between the Company and the
Holders of Securities of each series, the obligation of the Company to pay to
such Holders the principal of and interest on such Securities or prevent the
Trustee or the Holder from exercising all rights, powers and remedies otherwise
permitted by applicable law or hereunder upon a Default or Event of Default
hereunder, all subject to the rights of the holders of the Senior Indebtedness
of the Company to receive cash, securities or other property otherwise payable
or deliverable to the Holders.

      Senior Indebtedness of the Company shall not be deemed to have been paid
in full unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness of the Company then
outstanding. Upon the payment in full of all Senior Indebtedness of the Company,
the Holders of Securities of each series shall be subrogated to all rights of
any holders of Senior Indebtedness of the Company to receive any further
payments or distributions applicable to the Senior Indebtedness of the Company
until the indebtedness evidenced by the Securities of such series shall have
been paid in full, and such payments or distributions received by such Holders,
by reason of such subrogation, of cash, securities or other property which
otherwise would be paid or distributed to the holders of Senior Indebtedness of
the Company, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness of the Company, on the one hand, and such
Holders, on the other hand, be deemed to be a payment by the Company on account
of Senior Indebtedness of the Company, and not on account of the Securities of
such series.

      The Trustee and Holders will take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Indebtedness of the Company or consent to the filing of a financing statement
with respect thereto) as may, in the opinion of counsel designated by the
holders of a majority in principal amount of the Senior Indebtedness of the
Company at the time outstanding, be necessary or appropriate to assure the
effectiveness of the subordination effected by these provisions.

SECTION 1402.  Guarantees Subordinate to Senior Indebtedness of the Guarantor.

      The Guarantor covenants and agrees that, anything in this Indenture, the
Securities or the Guarantees to the contrary notwithstanding, the obligations of
the Guarantor under the Guarantees relating to payment of principal of and
interest on the Securities are subordinate and junior in right of payment to all


                                       58
<PAGE>   68

Senior Indebtedness of the Guarantor to the extent provided herein, and each
Holder, by his acceptance thereof, likewise covenants and agrees to the
subordination herein provided and shall be bound by the provisions hereof.
Senior Indebtedness of the Guarantor shall continue to be Senior Indebtedness of
the Guarantor and entitled to the benefits of these subordination provisions
irrespective of any amendment, modification or waiver of any term of the Senior
Indebtedness of the Guarantor or extension or renewal of the Senior Indebtedness
of the Guarantor.

      In the event the Guarantor shall default in the payment of any principal
of (or premium, if any) or interest on any Senior Indebtedness of the Guarantor
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise, then, upon written notice of such
default to the Guarantor by the holders of Senior Indebtedness or any trustee
therefor, unless and until such default shall have been cured or waived or shall
have ceased to exist, no direct or indirect payment (in cash, property,
security, by set-off or otherwise) under the Guarantees shall be made or agreed
to be made on account of the principal of or interest on the indebtedness
evidenced by any of the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities.

      In the event of

            (a) any insolvency, bankruptcy, receivership, liquidation,
      reorganization, readjustment, composition or other similar proceeding
      relating to the Guarantor, its creditors or its property,

            (b) any proceeding for the liquidation, dissolution or other winding
      up of the Guarantor, voluntary or involuntary, whether or not involving
      insolvency or bankruptcy proceedings,

            (c) any assignment by the Guarantor for the benefit of creditors, or

            (d) any other marshalling of the assets of the Guarantor,

all Senior Indebtedness of the Guarantor (including any interest thereon
accruing after the commencement of any such proceedings) shall first be paid in
full before any payment or distribution under the Guarantees whether in cash,
securities or other property, shall be made to any Holder of Securities on
account of any Securities. Any payment or distribution under the Guarantees,
whether in cash, securities or other property (other than securities of the
Guarantor or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least, to the extent
provided in these subordination provisions with respect to the Guarantees, to
the payment of all Senior Indebtedness of the Guarantor at the time outstanding
and to any Securities issued in respect thereof under any such plan of
reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Guarantees
shall be paid or delivered directly to the holders of Senior Indebtedness of the
Guarantor in accordance with the priorities then existing among such holders
until all Senior Indebtedness of the Guarantor (including any interest thereon
accruing after the commencement of any such proceedings) shall have been paid in
full.

      In the event that, notwithstanding the foregoing, any payment or
distribution under the Guarantees of any character or any security, whether in
cash, securities or other property (other than securities of the Guarantor or
any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the Guarantees, to the payment of all
Senior Indebtedness of the Guarantor at the time outstanding and to any
securities issued in respect thereto under any such plan of reorganization or
readjustment), shall be


                                       59
<PAGE>   69

received by the Trustee or any Holder of any of the Securities in contravention
of any of the terms hereof, such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Indebtedness of the Guarantor at the
time outstanding in accordance with the priorities then existing among such
holders for application to the extent necessary to pay all such Senior
Indebtedness of the Guarantor in full. In the event of the failure of the
Trustee or any Holder to endorse or assign any such payment, distribution or
security, each holder of Senior Indebtedness of the Guarantor is hereby
irrevocably authorized to endorse or assign the same.

      No present or future holder of any Senior Indebtedness of the Guarantor
shall be prejudiced in the right to enforce subordination of the Guarantees by
any act or failure to act on the part of the Guarantor. Nothing contained herein
shall impair, as between the Guarantor and the Holders, the obligation of the
Guarantor under the Guarantees, which is absolute and unconditional, to pay to
the Holders of Securities of each series the principal of and interest on the
Securities of such series, as and when the same shall become due and payable, or
prevent the Trustee or the Holders of Securities of such series from exercising
all rights, powers and remedies otherwise permitted by applicable law or
hereunder upon a Default or Event of Default hereunder, all subject to the
rights of the holders of the Senior Indebtedness of the Guarantor to receive
cash, securities or other property otherwise payable or deliverable under the
Guarantees to such Holders.

      Senior Indebtedness of the Guarantor shall not be deemed to have been paid
in full unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness of the Guarantor then
outstanding. Upon the payment in full of all Senior Indebtedness of the
Guarantor, the Trustee and the Holders of Securities of each series shall be
subrogated to all rights of any holders of Senior Indebtedness of the Guarantor
to receive any further payments or distributions applicable to the Senior
Indebtedness of the Guarantor until the Securities of such series shall have
been paid in full, and such payments or distributions received by the Trustee
and the Holders of Securities of such series by reason of such subrogation, of
cash, securities or other property which otherwise would be paid or distributed
to the holders of Senior Indebtedness of the Guarantor, shall, as between the
Guarantor and its creditors other than the holders of Senior Indebtedness of the
Guarantor, on the one hand, and such Holders, on the other hand, be deemed to be
a payment by the Guarantor on account of Senior Indebtedness of the Guarantor
and not under the Guarantees.

      The Trustee and Holders will take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Indebtedness of the Guarantor or consent to the filing of a financing statement
with respect thereto) as may, in the opinion of counsel designated by the
holders of a majority in principal amount of the Senior Indebtedness of the
Guarantor at the time outstanding, be necessary or appropriate to assure the
effectiveness of the subordination effected by these provisions.

SECTION 1403.  Trustee and Holders of Securities May Rely on Certificate of
               Liquidating Agent; Trustee May Require Further Evidence as to
               Ownership of Senior Indebtedness; Trustee Not Fiduciary to
               Holders of Senior Indebtedness.

      Upon any payment or distribution of assets of the Company or the Guarantor
referred to in this Article Fourteen, the Trustee and the Holders shall be
entitled to rely upon an order or decree made by any court of competent
jurisdiction in which such dissolution or winding up or liquidation or
reorganization or arrangement proceedings are pending or upon a certificate of
the trustee in bankruptcy, receiver, assignee for the benefit of creditors or
other person making such payment or distribution, delivered to the Trustee or to
the Holders, for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the


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<PAGE>   70

Company, the Senior Indebtedness and other indebtedness of the Guarantor, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen. In
the absence of any such bankruptcy trustee, receiver, assignee or other person,
the Trustee shall be entitled to rely upon a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company or the
Guarantor (or a trustee or representative on behalf of such Holder) as evidence
that such Person is a holder of such Senior Indebtedness (or is such a trustee
or representative). 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 Senior Indebtedness of the Company or Senior Indebtedness of the
Guarantor to participate in any payments or distributions pursuant to this
Article Fourteen, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
of the Company or Senior Indebtedness of the Guarantor, as the case may be, held
by such person, as to the extent to which such person is entitled to participate
in such payment or distribution, and as to other facts pertinent to the rights
of such person under this Article Fourteen, and if such evidence is not
furnished, the Trustee may offer any payment to such person pending judicial
determination as to the right of such person to receive such payment. The
Trustee, however, shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness of the Company or Senior Indebtedness of the Guarantor.

SECTION 1404.  Payment Permitted If No Default.

      Nothing contained in this Article Fourteen or elsewhere in this Indenture,
or in any of the Securities or the Guarantees, shall prevent (a) the Company, at
any time except during the pendency of any dissolution, winding up, liquidation
or reorganization proceedings referred to in, or under the conditions described
in, Section 1401, or the Guarantor, at any time except during the pendency of
any dissolution, winding up, liquidation or reorganization proceedings referred
to in, or under the conditions described in, Section 1402, from making payments
at any time of the principal of or interest on the Securities or under the
Guarantees, or (b) the application by the Trustee or any Paying Agent of any
monies deposited with it hereunder to payments of the principal of or interest
on the Securities or under the Guarantees, if, at the time of such deposit, the
Trustee or such Paying Agent, as the case may be, did not have the written
notice provided for in Section 1405 of any event prohibiting the making of such
deposit, or if, at the time of such deposit (whether or not in trust) by the
Company or the Guarantor, as the case may be, with the Trustee or any Paying
Agent (other than the Company or the Guarantor) such payment would not have been
prohibited by the provisions of this Article, and the Trustee or any Paying
Agent shall not be affected by any notice to the contrary received by it on or
after such date.

SECTION 1405.  Trustee Not Charged with Knowledge of Prohibition.

      Anything in this Article Fourteen or elsewhere in this Indenture contained
to the contrary notwithstanding, the Trustee shall not at any time be charged
with knowledge of the existence of any facts which would prohibit the making of
any payment of monies to or by the Trustee and shall be entitled conclusively to
assume that no such facts exist and that no event specified in Section 1401 or
Section 1402 has happened, until the Trustee shall have received an Officer's
Certificate of the Company or the Guarantor, as the case may be, to that effect
or notice in writing to that effect signed by or on behalf of the holder or
holders, or their representatives, of Senior Indebtedness of the Company or
Senior Indebtedness of the Guarantor, as the case may be, who shall have been
certified by the Company or the Guarantor or otherwise established to the
reasonable satisfaction of the Trustee to be such holder or holders or
representatives or from any trustee under any indenture pursuant to which such
Senior Indebtedness of the Company or Senior Indebtedness of the Guarantor, as
the case may be, shall be outstanding; provided that, if prior to the third
Business Day preceding the date upon which by the terms hereof any monies


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become payable (including, without limitation, the payment of either the
principal of or interest on any Security), or in the event of the execution of
an instrument pursuant to Section 501 acknowledging satisfaction and discharge
of this Indenture, then if prior to the second Business Day preceding the date
of such execution, the Trustee or any Paying Agent shall not have received with
respect to such monies the Officers' Certificate or notice provided for in this
Section 1405, then, anything herein contained to the contrary notwithstanding,
the Trustee or such Paying Agent shall have full power and authority to receive
such monies and apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary which may be received by it
on or after such date. The Company and the Guarantor shall give prompt written
notice to the Trustee and to the Paying Agent of any facts which would prohibit
the payment of monies to or by the Trustee or any Paying Agent.

SECTION 1406.  Trustee to Effectuate Subordination.

      Each Holder of Securities by his acceptance thereof authorizes and directs
the Trustee in his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as between such Holder and holders of Senior
Indebtedness of the Company or the Guarantor, as the case may be, as provided in
this Article and appoints the Trustee its attorney-in-fact for any and all such
purposes.

SECTION 1407.  Rights of Trustee as Holder of Senior Indebtedness of the Company
               or Senior Indebtedness of the Guarantor.

      The Trustee shall be entitled to all the rights set forth in this Article
with respect to any Senior Indebtedness of the Company or Senior Indebtedness of
the Guarantor which may at the time be held by it, to the same extent as any
other holder of Senior Indebtedness of the Company or Senior Indebtedness of the
Guarantor; provided that nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder and provided further that nothing in this
Article shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 707.

SECTION 1408.  Article Applicable to Paying Agents.

      In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if the Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however,
that Sections 1405 and 1407 shall not apply to the Company or the Guarantor or
any Affiliate of the Company or the Guarantor if the Company or the Guarantor or
such Affiliate acts as Paying Agent.

                                 ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501.  Company's Option To Effect Defeasance Or Covenant Defeasance.

      The Company may elect, at its option at any time, to have Section 1502 or
Section 1503 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 301 as being defeasible pursuant to such
Section 1502 or 1503, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as


                                       62
<PAGE>   72

contemplated by Section 301 for such Securities.

SECTION 1502.  Defeasance And Discharge.

      Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, each
of the Company and the Guarantor shall be deemed to have been discharged from
its respective obligations with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1504 are
satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and that each of the Company and the
Guarantor shall be deemed to have satisfied all its obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1504 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Company's obligations with respect to such Securities under Sections 304, 305,
306, 707, 1102 and 1103, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article. Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1503 applied to such Securities.

SECTION 1503.  Covenant Defeasance.

      Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be (1)
each of the Company and the Guarantor shall be released from its respective
obligations under Sections 1105 through 1108, inclusive, and any covenants
provided pursuant to Section 301(12), 1001(2) or 1001(6) for the benefit of the
Holders of such Securities and (2) the occurrence of any event specified in
Section 603(3) (with respect to any of Sections 1105 through 1108, inclusive,
and any such covenants provided pursuant to Section 301(12), 1001(2) or 1001(6))
shall be deemed not to be or result in a Default, in each case with respect to
such Securities as provided in this Section on and after the date the conditions
set forth in Section 1504 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, each of the Company and the Guarantor may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 603(3)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 1504.  Conditions To Defeasance Or Covenant Defeasance.

      The following shall be the conditions to the application of Section 1502
or Section 1503 to any Securities or any series of Securities, as the case may
be:

            (1) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee which satisfies the
      requirements contemplated by Section 709 and agrees to comply with the
      provisions of this Article applicable to it) as trust funds in trust for
      the purpose of making the following payments, specifically pledged as
      security for, and dedicated solely to, the benefits of the Holders of such
      Securities, (A) money in an amount, or (B) U.S. Government Obligations
      which through the scheduled payment of principal and interest in


                                       63
<PAGE>   73

      respect thereof in accordance with their terms will provide, not later
      than one day before the due date of any payment, money in an amount, or
      (C) such other obligations or arrangements as may be specified as
      contemplated by Section 301 with respect to such Securities, or (D) 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, and which shall be applied by the Trustee (or any such other
      qualifying trustee) to pay and discharge, the principal of and any premium
      and interest on such Securities on the respective Stated Maturities, in
      accordance with the terms of this Indenture and such Securities. As used
      herein, "U.S. Government Obligation" means (x) any security which is (i) a
      direct obligation of the United States of America for the payment of which
      the full faith and credit of the United States of America is pledged or
      (ii) an obligation of a Person controlled or supervised by and acting as
      an agency or instrumentality of the United States of America the payment
      of which is unconditionally guaranteed as a full faith and credit
      obligation by the United States of America, which, in either case (i) or
      (ii), is not callable or redeemable at the option of the issuer thereof,
      and (y) any depositary receipt issued by a bank (as defined in Section
      3(a)(2) of the Securities Act of 1933, as amended) as custodian with
      respect to any U.S. Government Obligation which is specified in Clause (C)
      above and held by such bank for the account of the holder of such
      depositary receipt, or with respect to any specific payment of principal
      of or interest on any U.S. Government Obligation which is so specified and
      held, PROVIDED that (except as required by law) such custodian is not
      authorized to make any deduction from the amount payable to the holder of
      such depository receipt from any amount received by the custodian in
      respect of the U.S. Government Obligation or the specific payment of
      principal or interest evidenced by such depositary receipt.

            (2) In the event of any election to have Section 1502 apply to any
      Securities or any series of Securities, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel stating that
      (A)(x) the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling or (y) since the date of this
      instrument, there has been a change in the applicable Federal income tax
      law, in either case (x) or (y) to the effect that, and based thereon such
      opinion shall confirm that, the Holders of such Securities will not
      recognize gain or loss for Federal income tax purposes as a result of the
      deposit, Defeasance and discharge to be effected with respect to such
      Securities and will be subject to Federal income tax on the same amount,
      in the same manner and at the same times as would be the case if such
      deposit, Defeasance and discharge were not to occur and (B) if Securities
      are then listed on the New York Stock Exchange, to the effect that the
      Securities of such Series will not be delisted as a result of such
      election.

            (3) In the event of any election to have Section 1503 apply to any
      Securities or any series of Securities, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the Holders of such Securities will not recognize gain or loss for
      Federal income tax purposes as a result of the deposit and Covenant
      Defeasance to be effected with respect to such Securities and will be
      subject to Federal income tax on the same amount, in the same manner and
      at the same times as would be the case if such deposit and Covenant
      Defeasance were not to occur.

            (4) The Company shall have delivered to the Trustee an Officers'
      Certificate to the effect that neither such Securities nor any other
      Securities of the same series, if then listed on any securities exchange,
      will be delisted as a result of such deposit.

            (5) No event which is, or after notice or lapse of time or both
      would become, a Default or an Event of Default with respect to such
      Securities or any other Securities shall have occurred and be continuing
      at the time of such deposit or, with regard to any such event specified in
      Sections 601(1)


                                       64
<PAGE>   74

      and (2), at any time on or prior to the 90th day after the date of such
      deposit (it being understood that this condition shall not be deemed
      satisfied until after such 90th day).

            (6) Such Defeasance or Covenant Defeasance shall not cause the
      Trustee to have a conflicting interest within the meaning of the Trust
      Indenture Act (assuming all Securities are in default within the meaning
      of such Act).

            (7) Such Defeasance or Covenant Defeasance shall not result in a
      breach or violation of, or constitute a default under, any other agreement
      or instrument to which the Company is a party or by which it is bound.

            (8) Such Defeasance or Covenant Defeasance shall not result in the
      trust arising from such deposit constituting an investment company within
      the meaning of the Investment Company Act of 1940, as amended unless such
      trust shall be registered under the Act or exempt from registration
      thereunder.

            (9) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent with respect to such Defeasance or Covenant Defeasance have been
      complied with.

SECTION 1505.  Deposited Money And U.S. Government Obligations To Be Held In
               Trust; Miscellaneous Provisions.

      Subject to the provisions of the last paragraph of Section 1103, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1506, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1504 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1504 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1504 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 1506.  Reinstatement.
 .
      If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority


                                       65
<PAGE>   75

enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has
been discharged or released pursuant to Section 1502 or 1503 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1505 with respect
to such Securities in accordance with this Article; PROVIDED, HOWEVER, that if
the Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company shall
be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

      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.



                                       66
<PAGE>   76
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                            MELLON FUNDING CORPORATION
[CORPORATE SEAL]
                                            By
                                                 -------------------------------
                                                          President and
                                                      Chief Executive Officer

Attest:

                                                 -------------------------------
                                                          Secretary



                                            MELLON FINANCIAL CORPORATION
[CORPORATE SEAL]
                                            By
                                                 -------------------------------
                                                          Chairman and
                                                     Chief Executive Officer

Attest:

                                                 -------------------------------
                                                          Secretary


                                            BANK ONE TRUST COMPANY, N.A.

[Corporate Seal]
                                            By
                                                 -------------------------------
                                                    Senior Vice President and
                                                     Corporate Trust Counsel

Attest:


<PAGE>   77



COMMONWEALTH OF PENNSYLVANIA
COUNTY OF ALLEGHENY

                                                ss:


      On the    th day of _____, 2000, before me personally came STEVEN G.
ELLIOTT, to me known, who, being by me duly sworn, did depose and say that he is
President and Chief Executive Officer of MELLON FUNDING CORPORATION, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

[NOTARIAL SEAL]

                                            /s/
                                            ------------------------------------
                                                     Notary Public

                                                     Notarial Seal
                                                            , Notary Public
                                            ----------------
                                           Pittsburgh, Allegheny County
                                           My Commission Expires
                                                                ----------

                                    Member, Pennsylvania Association of Notaries

COMMONWEALTH OF
COUNTY OF ALLEGHENY

                                                ss:


      On the   th day of _____, 2000, before me personally came MARTIN G.
MCGUINN, to me known, who, being by me duly sworn, did depose and say that he is
Chairman and Chief Executive Officer of MELLON FINANCIAL CORPORATION, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

[NOTARIAL SEAL]

                                            /s/
                                            ------------------------------------
                                                     Notary Public

                                                     Notarial Seal
                                                            , Notary Public
                                            ----------------
                                           Pittsburgh, Allegheny County
                                           My Commission Expires
                                                                ----------

                                    Member, Pennsylvania Association of Notaries
<PAGE>   78

STATE OF ILLINOIS
COUNTY OF

                                                ss:


      On _____ , 2000 before me,                  , Notary Public, personally
appeared Sandra L. Caruba, personally known to me or, proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

                                                 -----------



[NOTARIAL SEAL]

                                  -----------

                               Comm. #
                                       -----------
                             Notary Public-Illinois


                       My Comm. Expires
                                       ----------------



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