<PAGE>
                                                                   Exhibit 4(oo)


================================================================================




                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.


                                       TO


                               JPMORGAN CHASE BANK

                                     Trustee

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

                                    INDENTURE


                         Dated as of _____________, 2004

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


        Providing for the issuance of Junior Subordinated Debt Securities


================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           PAGE

<S>                                                                                        <C>
RECITALS OF THE COMPANY..................................................................... 1

ARTICLE I          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................. 1

     Section 1.1    Definitions............................................................. 1
     Section 1.2    Compliance Certificates and Opinions.................................... 9
     Section 1.3    Form of Documents Delivered to Trustee.................................. 9
     Section 1.4    Acts of Holders; Record Date............................................10
     Section 1.5    Notices, Etc., to Trustee and Company...................................11
     Section 1.6    Notice to Holders; Waiver...............................................11
     Section 1.7    Conflict with Trust Indenture Act.......................................11
     Section 1.8    Effect of Headings and Table of Contents................................12
     Section 1.9    Successors and Assigns..................................................12
     Section 1.10   Separability Clause.....................................................12
     Section 1.11   Benefits of Indenture...................................................12
     Section 1.12   Governing Law...........................................................12
     Section 1.13   Legal Holidays..........................................................12
     Section 1.14   Tax Characterization....................................................12

ARTICLE II         SECURITY FORMS...........................................................13

     Section 2.1    Forms Generally.........................................................13
     Section 2.2    Form of Face of Security................................................13
     Section 2.3    Form of Reverse of Security.............................................16
     Section 2.4    Form of Trustee's Certificate of Authentication.........................20

ARTICLE III        THE SECURITIES...........................................................20

     Section 3.1    Amount Unlimited; Issuable in Series....................................20
     Section 3.2    Denominations...........................................................22
     Section 3.3    Execution, Authentication, Delivery and Dating..........................22
     Section 3.4    Temporary Securities....................................................23
     Section 3.5    Registration, Registration of Transfer and Exchange.....................23
     Section 3.6    Mutilated, Destroyed, Lost and Stolen Securities........................24
     Section 3.7    Payment of Interest; Interest Rights Preserved..........................25
     Section 3.8    Persons Deemed Owners...................................................27
     Section 3.9    Cancellation............................................................27
     Section 3.10   Interest................................................................27
     Section 3.11   Form and Payment........................................................28
     Section 3.12   Global Securities.......................................................28

ARTICLE IV         SATISFACTION AND DISCHARGE; DEFEASANCE...................................30

     Section 4.1    Satisfaction and Discharge of Indenture.................................30
     Section 4.2    Defeasance and Discharge................................................31
     Section 4.3    Covenant Defeasance.....................................................32
     Section 4.4    Conditions to Defeasance or Covenant Defeasance.........................32
</TABLE>


                                       i
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                           PAGE

<S>                                                                                        <C>
     Section 4.5    Application of Trust Money..............................................33
     Section 4.6    Indemnity for U.S. Government Obligations...............................34
     Section 4.7    Reinstatement...........................................................34

ARTICLE V          REMEDIES.................................................................34

     Section 5.1    Events of Default.......................................................34
     Section 5.2    Acceleration of Maturity................................................35
     Section 5.3    Collection of Indebtedness and Suits for Enforcement by Trustee.........36
     Section 5.4    Trustee to File Claims As Attorney-In-Fact..............................36
     Section 5.5    Application of Money Collected..........................................37
     Section 5.6    Control by Holders; Waiver of Past Default..............................38
     Section 5.7    Limitation on Suits; Default............................................38
     Section 5.8    Costs and Attorneys' Fees in Legal Proceedings..........................40
     Section 5.9    Remedies Cumulative.....................................................40
     Section 5.10   Waiver of Stay or Extension Laws........................................41

ARTICLE VI         THE TRUSTEE..............................................................41

     Section 6.1    Certain Duties and Responsibilities.....................................41
     Section 6.2    Notice of Defaults......................................................42
     Section 6.3    Certain Rights of Trustee...............................................43
     Section 6.4    Not Responsible for Recitals or Issuance of Securities..................44
     Section 6.5    May Hold Securities.....................................................44
     Section 6.6    Money Held in Trust.....................................................44
     Section 6.7    Compensation and Reimbursement..........................................44
     Section 6.8    Disqualification; Conflicting Interests.................................45
     Section 6.9    Corporate Trustee Required; Eligibility.................................45
     Section 6.10   Resignation and Removal; Appointment of Successor.......................46
     Section 6.11   Acceptance of Appointment by Successor..................................47
     Section 6.12   Merger, Conversion, Consolidation or Succession to Business.............48
     Section 6.13   Preferential Collection of Claims Against Company.......................48
     Section 6.14   Appointment of Authenticating Agent.....................................49

ARTICLE VII        HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY.........................51

     Section 7.1    Company to Furnish Trustee Names and Addresses of Holders...............51
     Section 7.2    Preservation of Information; Communications to Holders..................51
     Section 7.3    Reports by Trustee......................................................51
     Section 7.4    Reports by Company......................................................52
</TABLE>


                                       ii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                           PAGE

<S>                                                                                        <C>
ARTICLE VIII       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.....................53

     Section 8.1    Company May Consolidate, Etc., Only on Certain Terms....................53
     Section 8.2    Successor Corporation Substituted.......................................54

ARTICLE IX         SUPPLEMENTAL INDENTURES..................................................54

     Section 9.1    Supplemental Indentures Without Consent of Holders......................54
     Section 9.2    Supplemental Indentures with Consent of Holders.........................55
     Section 9.3    Execution of Supplemental Indentures....................................56
     Section 9.4    Effect of Supplemental Indentures.......................................57
     Section 9.5    Conformity with Trust Indenture Act.....................................57
     Section 9.6    Reference in Securities to Supplemental Indentures......................57

ARTICLE X          COVENANTS................................................................57

     Section 10.1   Payment of Principal, Premium and Interest..............................57
     Section 10.2   Maintenance of Office or Agency.........................................57
     Section 10.3   Money for Securities Payments to Be Held in Trust.......................58
     Section 10.4   Statement by Officers as to Default.....................................59
     Section 10.5   Covenants as to CGMH Trusts.............................................59
     Section 10.6   Payment of Expenses.....................................................60
     Section 10.7   Listing on an Exchange..................................................61
     Section 10.8   Future Issuance of Securities under this Indenture......................61

ARTICLE XI         REDEMPTION OF SECURITIES.................................................61

     Section 11.1   Applicability of Article; Federal Reserve Approval......................61
     Section 11.2   Election to Redeem; Notice to Trustee...................................61
     Section 11.3   Selection by Trustee of Securities to Be Redeemed.......................62
     Section 11.4   Notice of Redemption....................................................62
     Section 11.5   Deposit of Redemption Price.............................................63
     Section 11.6   Securities Payable on Redemption Date...................................63
     Section 11.7   Securities Redeemed in Part.............................................64
     Section 11.8   Tax Event Redemption....................................................64

ARTICLE XII        SINKING FUNDS............................................................65

     Section 12.1   Applicability of Article................................................65
     Section 12.2   Satisfaction of Sinking Fund Payments with Securities...................65
     Section 12.3   Redemption of Securities for Sinking Fund...............................65

ARTICLE XIII       EXTENSION OF INTEREST PAYMENT PERIOD.....................................66

     Section 13.1   Notice of Extension.....................................................66
     Section 13.2   Limitation of Transactions..............................................67
</TABLE>


                                      iii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                           PAGE

<S>                                                                                        <C>
ARTICLE XIV        SUBORDINATION OF SECURITIES..............................................67

     Section 14.1   Agreement to Subordinate................................................67
     Section 14.2   Default on Senior Indebtedness..........................................68
     Section 14.3   Liquidation; Dissolution; Bankruptcy....................................69
     Section 14.4   Subrogation.............................................................70
     Section 14.5   Trustee to Effectuate Subordination.....................................71
     Section 14.6   Notice by the Company...................................................71
     Section 14.7   Rights of the Trustee; Holders of Senior Indebtedness...................72
     Section 14.8   Subordination May Not Be Impaired.......................................72
     Section 14.9   Trustee's Compensation Not Prejudiced...................................73

ARTICLE XV         MISCELLANEOUS............................................................73

     Section 15.1   Acknowledgement of Rights...............................................73
</TABLE>


                                       iv
<PAGE>
                                 INDEX OF TERMS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                    <C>
Act........................................................................2, 10
Additional Interest........................................................2, 28
Affiliate......................................................................2
Authenticating Agent...........................................................2
Board of Directors.............................................................2
Board Resolution...............................................................2
Book Entry Interest............................................................2
Business Day...................................................................2
CGMH Trust.....................................................................2
Commission.....................................................................2
Common Securities..............................................................3
Company.....................................................................1, 3
Company Order..................................................................3
Company Request................................................................3
Compounded Interest........................................................3, 66
Corporate Trust Office.........................................................3
Coupon Rate................................................................3, 27
Covenant Defeasance........................................................3, 32
Declaration....................................................................3
Default........................................................................3
Defaulted Interest.........................................................3, 25
Defeasance.................................................................3, 32
Deferred Interest..........................................................3, 66
Delaware Trustee...............................................................3
Depositary.....................................................................3
Direct Action..............................................................3, 73
Dissolution Event..............................................................4
Distributions..................................................................4
Event of Default...............................................................4
Exchange Act...................................................................4
Extended Interest Payment Period.......................................4, 18, 66
Floating or Adjustable Rate Provision..........................................4
Floating or Adjustable Rate Security...........................................4
Global Security................................................................4
Holder.........................................................................4
Indenture..................................................................4, 16
Institutional Trustee..........................................................4
Interest Payment Date..................................................4, 14, 27
Maturity.......................................................................4
No Recognition Opinion.........................................................5
Non Book-Entry Preferred Securities........................................5, 29
Officers' Certificate..........................................................5
</TABLE>


                                       v
<PAGE>
<TABLE>
<S>                                                                     <C>
Opinion of Counsel.............................................................5
Outstanding....................................................................5
Paying Agent...................................................................6
Person.........................................................................6
Place of Payment...............................................................6
Predecessor Security...........................................................6
Preferred Securities...........................................................6
Preferred Security Certificate.................................................6
Redemption Date................................................................6
Redemption Option Date.........................................................6
Redemption Price...........................................................6, 16
Redemption Tax Opinion.........................................................6
Regular Record Date............................................................6
Regular Trustees...............................................................7
Responsible Officer............................................................7
Securities..............................................................1, 7, 16
Security Beneficial Owner......................................................7
Security Register..........................................................7, 23
Security Registrar.........................................................7, 24
Senior Indebtedness............................................................7
Special Event..................................................................8
Special Record Date............................................................8
Stated Maturity................................................................8
Tax Event......................................................................8
Tax Event Opinion..............................................................8
Trust Indenture Act............................................................8
Trust Securities...............................................................8
Trustee.................................................................1, 8, 16
U.S. Government Obligations................................................9, 32
Underwriting Agreement.........................................................9
Vice President.................................................................9
</TABLE>


                                       vi
<PAGE>
                     Citigroup Global Markets Holdings Inc.

         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of _________, 2004

<TABLE>
<CAPTION>
Trust Indenture
   Act Section                                               Indenture Section
<S>                                                          <C>
Section 310  (a)(1)....................................          6.9
             (a)(2)....................................          6.9
             (a)(3)....................................          Not Applicable
             (a)(4)....................................          Not Applicable
             (b).......................................          6.8 6.10
Section 311  (a).......................................          6.13(a)
             (b).......................................          6.13(b)
             (b)(2)....................................          7.3(a)(2)
                                                                 7.3(b)
Section 312  (a).......................................          7.1 7.2(a)
             (b).......................................          7.2(b)
             (c).......................................          7.2(c)
Section 313  (a).......................................          7.3(a)
             (b).......................................          7.3(b)
             (c).......................................          7.3(a). 7.3(b)
             (d).......................................          7.3(c)
Section 314  (a).......................................          7.4
             (b).......................................          Not Applicable
             (c)(1)....................................          1.2
             (c)(2)....................................          1.2
             (c)(3)....................................          Not Applicable
             (d).......................................          Not Applicable
             (e).......................................          1.2
Section 315  (a).......................................          6.1(a)
             (b).......................................          6.2
                                                                 7.3(a)(6)
             (c).......................................          6.1(b)
             (d).......................................          6.1(c)
             (d)(1)....................................          6.1(a)(1)
             (d)(2)....................................          6.1(c)(2)
             (d)(3)....................................          6.1(c)(3)
             (e).......................................          5.14
Section 316  (a).......................................          1.1
             (a)(1)(A).................................          5.2
                                                                 5.12
             (a)(1)(B).................................          5.13
             (a)(2)....................................          Not Applicable
             (b).......................................          5.8
</TABLE>


                                      vii
<PAGE>
<TABLE>
<S>                                                              <C>
Section 317  (a)(1)....................................          5.3
             (a)(2)....................................          5.4
             (b).......................................          10.3
Section 318  (a).......................................          1.7
</TABLE>

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


                                      viii
<PAGE>
         INDENTURE, dated as of ___________, 2004, between CITIGROUP GLOBAL
MARKETS HOLDINGS INC., a corporation duly organized and existing under the laws
of the State of New York (herein called the "Company"), having its principal
office at 388 Greenwich Street, New York, New York 10013, and JPMORGAN CHASE
BANK, a New York banking association duly organized and existing under the laws
of the State of New York, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.1       Definitions.

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

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

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

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


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

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

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

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

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

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

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

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

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

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

         "CGMH Trust" means each of CGMH Capital II, CGMH Capital III and CGMH
Capital IV, each a Delaware statutory trust, or any other similar trust created
for the purpose of issuing preferred securities in connection with the issuances
of Securities under this Indenture.

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


                                       2
<PAGE>
         "Common Securities" means undivided beneficial interests in the assets
of a CGMH Trust which rank, except upon the occurrence and continuation of an
Event of Default, pari passu with Preferred Securities issued by such CGMH
Trust.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman, Vice Chairman, President,
Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or a
Vice President, and by its Treasurer, Secretary or an Assistant Secretary, and
delivered to the Trustee.

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

         "Corporate Trust Office" means the principal office of the Trustee in
the City of New York, New York at which at any particular time its corporate
trust business shall be principally administered, which at the date hereof is
located at 4 New York Plaza - 15th Floor, New York, New York 10004.

         "Coupon Rate" has the meaning specified in Section 3.10(a).

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

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

         "Default" has the meaning specified in Section 5.7.

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

         "Defeasance" has the meaning specified in Section 4.2.

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

         "Delaware Trustee" has the meaning specified in the Declaration of the
applicable CGMH Trust.

         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 3.1.

         "Direct Action" has the meaning specified in Section 15.1.


                                       3
<PAGE>
         "Dissolution Event" means, with respect to a CGMH Trust, that as a
result of the occurrence and continuation of a Special Event with respect to
such CGMH Trust, such CGMH Trust is to be dissolved in accordance with its
Declaration.

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

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

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

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

         "Floating or Adjustable Rate Provision" means a formula or provision,
specified in a Board Resolution or an indenture supplemental hereto, providing
for the determination, whether pursuant to objective factors or pursuant to the
sole discretion of any Person (including the Company), and periodic adjustment
of the interest rate per annum borne by a Floating or Adjustable Rate Security.

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

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

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

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

         "Institutional Trustee" has the meaning set forth in the Declaration of
the applicable CGMH Trust.

         "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.


                                       4
<PAGE>
         "No Recognition Opinion," with respect to a CGMH Trust, has the meaning
specified in the Declaration of such CGMH Trust.

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

         "Officers' Certificate" means a certificate signed by the Chairman,
Vice Chairman, President, Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer or a Vice President, and by its Treasurer, Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee. The officer
signing an Officer's Certificate pursuant to Section 10.4 shall be the principal
executive, financial or accounting officer of the Issuer or the Company, as the
case may be.

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

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

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

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

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

provided that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding; provided, however, that, in determining whether the Trustee shall
be protected in relying, upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded and
provided, further, that Securities held by the Institutional Trustee for the
benefit of the holders of the Trust Securities shall not be so disregarded.
Securities so owned which


                                       5
<PAGE>
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

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

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

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

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

         "Preferred Security Certificate" has the meaning specified in the
Declaration of the applicable CGMH Trust.

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

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

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

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

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


                                       6
<PAGE>
         "Regular Trustees" has the meaning set forth in the Declaration of the
applicable CGMH Trust.

         "Responsible Officer" means, with respect to the Trustee, any officer
within the Corporate Trust Office of the Trustee having direct responsibility
for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

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

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

         "Senior Indebtedness" means with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of the
Company for money borrowed and (B) indebtedness evidenced by securities, notes,
debentures, bonds or other similar instruments issued by the Company including
all indebtedness (whether now or hereafter outstanding) issued under (1) the
senior debt indenture, dated as of December 1, 1988, between Salomon Inc and
Citibank, N.A., as trustee, in case as the same may be amended, modified, or
supplemented from time to time, (2) the senior debt indenture, dated as of
October 27, 1993, between Salomon Inc and The Bank of New York, as trustee, in
case as the same may be amended, modified, or supplemented from time to time,
and (3) the subordinated debt indenture, dated as of December 1, 1988, between
Salomon Inc and Bankers Trust Company, as trustee, in case as the same may be
amended, modified or supplemented from time to time; (ii) all capital lease
obligations of the Company; (iii) all obligations of the Company issued or
assumed as the deferred purchase price of property, all conditional sale
obligations of the Company and all obligations of the Company under any
conditional sale or title retention agreement (but excluding trade accounts
payable in the ordinary course of business); (iv) all obligations, contingent or
otherwise, of the Company in respect of any letters of credit, banker's
acceptance, security purchase facilities and similar credit transactions; (v)
all obligations of the Company in respect of interest rate swap, cap or other
agreements, interest rate future or options contracts, currency swap agreements,
currency future or option contracts and other similar agreements; (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons
for the payment of which the Company is responsible or liable as obligor,
guarantor or otherwise ("guarantees"); and (vii) all obligations of the type
referred to in clauses (i) through (vi) of other Persons secured by any lien on
any property or asset of the Company (whether or not such obligation is assumed
by the Company), except that Senior Indebtedness does not include obligations


                                       7
<PAGE>
in respect of (1) any indebtedness issued under this Indenture, and (2) any
indebtedness or any guarantee that is by its terms subordinated to or pari passu
with the Securities and the issuance of which, in the case of this clause (2)
only, (x) has received the concurrence or approval of the staff of the Federal
Reserve Bank of New York or the staff of the Board of Governors of the Federal
Reserve System or (y) does not at the time of issuance prevent the Securities
from qualifying for tier 1 capital treatment (irrespective of any limits on the
amount of the Citigroup Inc.'s tier 1 capital) under the applicable capital
adequacy guidelines, regulations, policies or published interpretations of the
Board of Governors of the Federal Reserve System.

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

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

         "Stated Maturity," when used with respect to any Security or any
installment of 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.

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

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

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

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

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

         "Underwriting Agreement" has the meaning set forth in the Declaration
of the applicable CGMH Trust.

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

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


                                       8
<PAGE>
Section 1.2       Compliance Certificates and Opinions.

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

         Every 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 1.3       Form of Documents Delivered to Trustee.

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

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


                                       9
<PAGE>
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

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

Section 1.4       Acts of Holders; Record Date.

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

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

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

         (d)      Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security 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 or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

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

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


                                       10
<PAGE>
                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         Attention: Institutional Trust Group; provided, however, that such
         instrument will be considered properly given if submitted in an
         electronic format, i.e., by facsimile, E-Mail or otherwise, or

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

Section 1.6       Notice to Holders; Waiver.

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

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

Section 1.7       Conflict with Trust Indenture Act.

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

Section 1.8       Effect of Headings and Table of Contents.

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


                                       11
<PAGE>
Section 1.9       Successors and Assigns.

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

Section 1.10      Separability Clause.

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

Section 1.11      Benefits of Indenture.

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

Section 1.12      Governing Law.

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

Section 1.13      Legal Holidays.

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

Section 1.14      Tax Characterization.

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


                                       12
<PAGE>
                                   ARTICLE II

                                 SECURITY FORMS

Section 2.1 Forms Generally.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
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 Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of such Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.

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

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

Section 2.2 Form of Face of Security.

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

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

No.  ________________


                                       13
<PAGE>
                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.

                      [INSERT TITLE OF SERIES OF SECURITY]

      CITIGROUP GLOBAL MARKETS HOLDINGS INC., a New York corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
___________or registered assigns, the principal sum of _________Dollars
($__________) on ________________, ______, and to pay interest on said principal
sum from ______________, _____, or from the most recent interest payment date
(each such date, an "Interest Payment Date") to which interest has been paid or
duly provided for, [quarterly] [(subject to deferral as set forth herein)] in
arrears on [___________, ___________, ____________ and ___________] of each year
commencing ______________, _____, at [If the Security is to bear interest at a
fixed rate, insert -a rate of ___% per annum,] [If the Security is a Floating or
Adjustable Rate Security, insert a rate of ___% per annum [computed-determined]
in accordance with the [insert defined name of Floating or Adjustable Rate
Provision] set forth below] until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per
annum compounded [quarterly]. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Security
is not a Business Day, then payment of interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the close
of business on the regular record date for such interest installment, which
shall be the close of business on the Business Day next preceding such Interest
Payment Date, [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE SECURITIES ARE
NO LONGER REPRESENTED BY A GLOBAL SECURITY -- which shall be the close of
business on the ___ Business Day next preceding such Interest Payment Date.] Any
such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such regular record
date and may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of this series
of Securities not less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Payments on


                                       14
<PAGE>
this Global Security will be made to the Depository Trust Company, or to a
successor Depositary. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE
SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL SECURITY --The principal of
(and premium, if any) and the interest on this Security shall be payable at the
office or agency of the Trustee maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered Holder at such address as shall appear in the Security Register.
Notwithstanding the foregoing, so long as the Holder of this Security is the
Institutional Trustee of a CGMH Trust, the payment of the principal of (and
premium, if any) and interest on this Security will be made at such place and to
such account as may be designated by such Institutional Trustee.]

      The Securities are not deposits or savings accounts. The Securities are
not insured by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality.

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

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

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

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

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

Dated: ____________


                                       15
<PAGE>
                                       CITIGROUP GLOBAL MARKETS HOLDINGS INC.


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


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


Section 2.3 Form of Reverse of Security.

      This Security is one of a duly authorized series of securities of the
Company (herein sometimes referred to as the "Securities"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of _______, 2004 (the "Indenture"), duly executed and
delivered between the Company and JPMorgan Chase Bank, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the respective rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities. By the terms of the Indenture, the
Securities are issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Indenture. This series
of Securities is limited in aggregate principal amount to $ _________(, plus up
to an additional $ __________ aggregate principal amount which may be issued
upon exercise of the over-allotment option contemplated by the Underwriting
Agreement).

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


                                       16
<PAGE>
      Any redemption of the Securities of this series, in whole or in part,
prior to the stated maturity date is subject to receipt by the Company of prior
written approval from the Federal Reserve Bank of New York, if then required
under applicable capital adequacy guidelines, regulations or policies of the
Board of Governors of the Federal Reserve System.

      [The Securities of this series are subject to redemption upon not less
than 30 days' nor, more than 60 days' notice by mail, (1) on ________ in any
year commencing with the year ____ and ending with the year ____ through
operation of the sinking fund for this series at a Redemption Price of ___, (2)
at any time [on or after ________, 199__, as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount): If redeemed [on or before ____, ___, and if redeemed
during the 12-month period beginning ___________ of the years indicated, and
thereafter at a Redemption Price equal to ___% of the principal amount, together
in the case of any such redemption (whether through operation of the sinking
fund or otherwise) with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]

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

      [The sinking fund for this series provides for 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 for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

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

      The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of each series affected at the time
outstanding, as defined in the Indenture, to


                                       17
<PAGE>
execute supplemental indentures for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities of any series,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, without the consent of the Holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Securities, the Holders of which are required
to consent to any such supplemental indenture, without the consent of the
Holders of each Security then outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of any series at the time outstanding
affected thereby, on behalf of all of the Holders of the Securities of such
series, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture with
respect to such series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the Securities of
such series. Any such consent or waiver by the registered Holder of this
Security (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Security
and of any Security issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Security.

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

      The Company shall have the right at any time during the term of the
Securities and from time to time to extend the interest payment period of such
Securities for up to 20 consecutive quarters (an "Extended Interest Payment
Period"), at the end of which period the Company shall pay all interest then
accrued and unpaid (together with interest thereon at the rate specified for the
Securities to the extent that payment of such interest is enforceable under
applicable law); provided, that no such Extended Interest Payment Period shall
extend beyond the maturity of the Securities; and provided further that during
any such Extended Interest Payment Period (a) the Company shall not declare or
pay any dividend on, make any distributions with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock or make any guarantee payment with respect thereto (other than (i)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being convened or exchanged), and (b) the
Company shall not make any payment of interest on or principal of (or premium,
if any, on), or repay, repurchase or redeem, any debt securities issued by the
Company which rank pari passu


                                       18
<PAGE>
with or junior to the Securities. The foregoing, however, will not apply to any
stock "dividends" paid by the Company where the dividend stock is the same stock
as that on which the dividend is being paid. Before the termination of any such
Extended Interest Payment Period, the Company may further extend such Extended
Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20
consecutive quarters. At the termination of any such Extended Interest Payment
Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due, the Company may commence a new Extended Interest
Payment Period.

      As provided in the Indenture and subject to certain limitations therein
set forth, this Security is transferable by the registered Holder hereof on the
Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Trustee in the City and
State of New York accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of authorized denominations and for the
same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company or the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.

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

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

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


                                       19
<PAGE>
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

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

Section 2.4 Form of Trustee's Certificate of Authentication.

                          CERTIFICATE OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
     as Trustee

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


                                  ARTICLE III

                                 THE SECURITIES

Section 3.1 Amount Unlimited; Issuable in Series.

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

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

            (1) the title of the Securities of the series (which shall
      distinguish the Securities of the series from all Securities of any other
      series);

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

            (3) the rate or rates at which the Securities of the series shall
      bear interest or the Floating or Adjustable Rate Provision pursuant to
      which such rates shall be determined, the date or dates from which any
      such interest shall accrue, the Interest Payment Dates on which any such
      interest shall be payable and the Regular Record Date for the interest
      payable on any Interest Payment Date (if


                                       20
<PAGE>
      such Interest Payment Dates or Regular Record Dates differ from those
      provided herein);

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

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

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

            (7) any other defaults applicable with respect to the Securities of
      the series in addition to those provided in Section 5.7(a) through (f);

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

            (9) the subordination terms of the Securities of the series;

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

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

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
such Board Resolution and set forth, or determined in the manner provided, 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, 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 setting forth the terms of the Securities of such series.


                                       21
<PAGE>
Section 3.2 Denominations.

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

Section 3.3 Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by its Chairman,
Vice Chairman, President, Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, Treasurer or a Vice President, 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 may be
manual or facsimile.

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

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

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

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

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


                                       22
<PAGE>
If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

      Each Security shall be dated the date of its authentication.

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

Section 3.4 Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon receipt of a Company Order the Trustee shall
authenticate and deliver, temporary Securities 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 directors or officers executing such Securities may
determine, as evidenced by their execution of such Securities.

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

Section 3.5 Registration, Registration of Transfer and Exchange.

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


                                       23
<PAGE>
         Subject to Section 3.11, upon surrender for registration of transfer of
any Security of any series at the office or agency of the Company in a Place of
Payment for Securities of that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of like tenor of the same series, of
any authorized denominations and of a like aggregate principal amount.

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

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company or the Trustee 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 3.4, 9.6 or 11.7 not involving any transfer.

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

Section 3.6       Mutilated, Destroyed, Lost and Stolen Securities.

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

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or


                                       24
<PAGE>
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 or the
Trustee that such Security has been acquired by a protected purchaser, the
Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

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

Section 3.7       Payment of Interest; Interest Rights Preserved.

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

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount


                                       25
<PAGE>

         proposed to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this Clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder of Securities of such series at his address as it appears in the
         Security Register, not less than 10 days prior to such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names the Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following clause (2).

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

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

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

Section 3.8       Persons Deemed Owners.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 3.7) interest on such Security and for all other
purposes whatsoever, whether or


                                       26
<PAGE>

not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

Section 3.9       Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. Unless otherwise directed by a Company Order, delivery of
which must be delivered in a timely manner to prevent such destruction, all
cancelled Securities held by the Trustee shall be destroyed by it, and the
Trustee, upon receipt of a written request of the Company, shall deliver a
certificate of such destruction to the Company.

Section 3.10      Interest.

         (a) Each Security will bear interest at the rate established for the
series of Securities of which such Security is a part pursuant to Section 3.1
(the "Coupon Rate") from and including the original date of issuance of such
Security until the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the Coupon Rate,
compounded quarterly, payable (subject to the provisions of Article Four)
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year (or in such other periodic installments on such other dates established as
payment dates for the series of Securities of which such Security is a part
pursuant to Section 3.1) (each, an "Interest Payment Date") commencing on the
date established for the series of Securities of which such Security is a part
pursuant to Section 3.1, to the Person in whose name such Security or any
Predecessor Security is registered, at the close of business on the Regular
Record Date for such interest installment, which, in respect of any Securities
of which the Institutional Trustee of any CGMH Trust is the Holder or a Global
Security, shall be the close of business on the Business Day next preceding that
Interest Payment Date. Notwithstanding the foregoing sentence, if the Preferred
Securities of a CGMH Trust are no longer in book-entry only form or, except if
the Securities originally issued to such CGMH Trust are held by the
Institutional Trustee of such CGMH Trust, the Securities of any series are not
represented by a Global Security, the Company may select a Regular Record Date
for such interest installment on such series of Securities which shall be any
date more than 14 days but less than 60 days before an Interest Payment Date.

         (b) The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months and will include the first
day but exclude the last day of such period. Except as provided in the following
sentence, the


                                       27
<PAGE>

amount of interest payable for any period shorter than a full quarterly period
for which interest is computed, will be computed on the basis of the actual
number of days elapsed in each 30-day month. In the event that any date on which
interest is payable on the Securities of any series is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.

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

Section 3.11      Form and Payment.

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

Section 3.12      Global Securities.

         (a) In connection with Dissolution Event with respect to any CGMH
Trust,

               (i) the Securities in non book-entry certificated form held by
such CGMH Trust, or its Institutional Trustee, will be presented to the Trustee
by the Institutional Trustee of such CGMH Trust in exchange for a Global
Security in an aggregate principal amount equal to the aggregate principal
amount of all outstanding Securities of the series issued to such CGMH Trust, to
be registered in the name of the Depositary, or its nominee, and delivered by
the Trustee to the Depositary for crediting to


                                       28
<PAGE>

the accounts of its participants pursuant to the instructions of the Regular
Trustees of the relevant CGMH Trust. The Company upon any such presentation
shall execute a Global Security in such aggregate principal amount and deliver
the same to the Trustee for authentication and delivery in accordance with this
Indenture. Payments on any Securities issued as a Global Security will be made
to the Depositary; and

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

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

         (c) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for any series of Securities or if
at any time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or regulation,
and a successor Depositary for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, the Company will execute, and, subject to this
ArticleIII, the Trustee, upon written notice from the Company, will authenticate
and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities
of any series shall no longer be represented by a Global Security. In such
event, the Company will execute, and subject to Section 3.5, the Trustee, upon
receipt of an Officers Certificate evidencing such determination by the Company,
will authenticate and deliver the Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
for such series in exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered


                                       29
<PAGE>

form without coupons, in authorized denominations, the Global Security shall be
cancelled by the Trustee. Such Securities in definitive registered form issued
in exchange for the Global Security shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Securities to the Depositary, for delivery to the
Persons in whose names such Securities are so registered.

                                   ARTICLE IV

                     SATISFACTION AND DISCHARGE; DEFEASANCE

Section 4.1       Satisfaction and Discharge of Indenture.

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

                  (1) either

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

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

                        (i)         have become due and payable, or

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

                        (iii)       are to be called for redemption within one
                                    year under arrangements satisfactory to the
                                    Trustee for the giving of notice of
                                    redemption by the Trustee in the name, and
                                    at the expense, of the Company, and the
                                    Company, in the case of (i), (ii) or (iii)
                                    above, has deposited or caused to be
                                    deposited with the Trustee as trust funds in
                                    trust for the purpose an amount 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;


                                       30
<PAGE>

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

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

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

Section 4.2       Defeasance and Discharge.

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


                                       31
<PAGE>

Section 4.3       Covenant Defeasance.

         In the case of any series of Securities with respect to which an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest, as certified pursuant to subparagraph (a) of
Section 4.4 can be determined at the time of making the deposit referred to in
such subparagraph (a), (i) the Company shall be released from its obligations
under any covenants specified in or pursuant to this Indenture (except as to (A)
rights of registration of transfer and exchange of Securities of such series,
(B) substitution of mutilated, defaced, destroyed, lost or stolen Securities of
such series, (C) rights of Holders of Securities of such series to receive, from
the Company pursuant to Section 10.1, payments of principal thereof and
interest, if any, thereon upon the original stated due dates therefor (but not
upon acceleration), the Holders of Securities of such series to receive
mandatory sinking fund payments, if any, (D) the rights, obligations, duties and
immunities of the Trustee hereunder, (E) the rights of the Holders of Securities
of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them and (F) the Company's obligation
to pay the expenses of any CGMH Trust under Section 10.6), and (ii) the
occurrence of any event specified in Sections 5.7(e) (with respect to any of the
covenants specified in or pursuant to this Indenture) and 5.7(f) shall be deemed
not to be or result in a Default, in each case with respect to the Outstanding
Securities of such series as provided in this Section on and after the date the
conditions set forth in Section 4.4 are satisfied (hereinafter called "Covenant
Defeasance"), and the Trustee, at the cost and expense of the Company, shall
execute proper instruments acknowledging the same. For this purpose, such
Covenant Defeasance means that the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant (to the extent so specified in the case of Section 5.7(e)),
whether directly or indirectly by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document, but the remainder of this
Indenture and the Securities of such series shall be unaffected thereby.

Section 4.4       Conditions to Defeasance or Covenant Defeasance.

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

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


                                       32
<PAGE>

principal or interest, if any, is due and payable, and (B) any mandatory sinking
fund payments on the dates on which such payments are due and payable in
accordance with the terms of this Indenture and the Securities of such series;

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

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

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

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

Section 4.5       Application of Trust Money.

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

Section 4.6       Indemnity for U.S. Government Obligations.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 4.4 or the principal or interest received in
respect of such obligations


                                       33
<PAGE>
other than any such tax, fee or other charge that by law is for the account of
the Holders of Outstanding Securities.

Section 4.7 Reinstatement.

      If the Trustee is unable to apply any money or Government Obligations in
accordance with Section 4.4 by reason of any legal preceding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 4.4, until such time as the Trustee or
Paying Agent is permitted to apply all such money or Government Obligations in
accordance with Section 4.4; provided that, if the Company has made any payment
of principal or interest on the Securities of any series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or
Government Obligations held by the Trustee or Paying Agent.

                                    ARTICLE V

                                    REMEDIES

Section 5.1 Events of Default.

      The term "Event of Default" as used in this Indenture with respect to
Securities of any series shall mean one of the following described 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):

      (a) failure to pay in full interest accrued upon any Security of that
series upon the conclusion of a period consisting of 20 consecutive quarters,
commencing with the earliest quarter for which interest (including Deferred
Interest) has not been paid in full, and continuance of such failure to pay for
a period of 30 days;

      (b) the entry by a court having jurisdiction in the premises of a decree
or order for relief in respect of the Company in an involuntary case under the
Federal bankruptcy code, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Company or for
substantially all of its property, or ordering the winding-up or liquidation of
its affairs and such decree or order shall remain unstayed and in effect for a
period of 90 consecutive days; or

      (c) the commencement by the Company of a voluntary case under the Federal
bankruptcy code, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or other similar law now or hereafter in
effect, or the consent by the Company to the entry of an order for relief in an
involuntary case under any such law, or the consent by the Company to the
appointment of or taking possession by a receiver,


                                       34
<PAGE>
liquidator, assignee, trustee, custodian or sequestrator (or similar official)
of the Company or for substantially all of its property, or the making by it of
an assignment for the benefit of creditors.

Section 5.2 Acceleration of Maturity.

      If any one or more of the above-described Events of Default shall happen
with respect to Securities of any series at the time Outstanding, then, and in
each and every such case, during the continuance of any such Event of Default,
the Trustee or the Holders of 25% or more in principal amount of the Securities
of such series then Outstanding may declare the principal amount of all the
Securities of such series then Outstanding, if not then due and payable, to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by such Holders), and upon any such declaration the same shall
become and be immediately due and payable, anything in this Indenture or in the
Securities of such series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that, if at any time after the
principal of all the Securities of such series shall have been so declared to be
due and payable, all arrears of interest, if any, upon all the Securities of
such series (with interest, to the extent that interest thereon shall be legally
enforceable, on any overdue installment of interest at the rate borne by the
Securities of such series) and all amounts owing the Trustee and any predecessor
trustee hereunder under Section 6.7 and all other sums payable under this
Indenture (except the principal of the Securities of such series which would not
be due and payable were it not for such declaration) shall be paid by the
Company, and every other Default under this Indenture, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, shall have been made good to the
reasonable satisfaction of the Trustee or of the Holders of a majority in
principal amount of the Securities of such series then Outstanding, or provision
deemed by the Trustee or by such Holders to be adequate therefor shall have been
made, then and in every such case the Holders of a majority in principal amount
of the Securities of such series then Outstanding may, on behalf of the Holders
of all the Securities of such series, waive the Event of Default by reason of
which the principal of the Securities of such series shall have been so declared
to be due and payable and may rescind and annul such declaration and its
consequences; but no such waiver, rescission or annulment shall extend to or
affect any subsequent Default or impair any right consequent thereon. Any
declaration by the Trustee pursuant to this Section 5.2 shall be by written
notice to the Company, and any declaration or waiver by the Holders of
Securities of any series pursuant to this Section 5.2 shall be by written notice
to the Company and the Trustee.

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

      If the Company shall fail for a period of 30 days to pay any installment
of interest on the Securities of any series or shall fail to pay the principal
of and premium, if any, on any of the Securities of such series when and as the
same shall become due and payable, whether at maturity, or by call for
redemption (otherwise than pursuant to a sinking fund) by declaration as
authorized by this Indenture, or otherwise, or shall fail for a period of 30
days to make any sinking fund payment as to a series of Securities, then, upon
demand


                                       35
<PAGE>
of the Trustee, the Company will pay to the Trustee for the benefit of the
Holders of Securities of such series then Outstanding the whole amount which
then shall have become due and payable on any such Security, with interest on
the overdue principal and premium, if any, and (so far as the same may be
legally enforceable) on the overdue installments of interest at the rate borne
by the Securities of such series, and all amounts owing the Trustee and any
predecessor trustee hereunder under Section 6.7.

      In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceeding at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor upon the
Securities of such series, and collect the moneys adjudged or decreed to be
payable out of the property of the Company or any other obligor upon the
Securities of such series, wherever situated, in the manner provided by law.
Every recovery of judgment in any such action or other proceeding, subject to
the payment to the Trustee of all amounts owing the Trustee and any predecessor
trustee hereunder under Section 6.7, shall be for the ratable benefit of the
Holders of such series of Securities which shall be the subject of such action
or proceeding. All rights of action upon or under any of the Securities or this
Indenture may be enforced by the Trustee without the possession of any of the
Securities and without the production of any thereof at any trial or any
proceeding relative thereto.

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

Section 5.4 Trustee to File Claims As Attorney-In-Fact.

      The Trustee is hereby appointed, and each and every Holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to
have appointed the Trustee, the true and lawful attorney-in-fact of such Holder,
with authority to make or file (whether or not the Company shall be in default
in respect of the payment of the principal of, or interest on, any of the
Securities), in its own name and as trustee of an express trust or otherwise as
it shall deem advisable, in any receivership, insolvency, liquidation,
bankruptcy, reorganization or other judicial proceeding relative to the Company
or any other obligor upon the Securities or to their respective creditors or
property, any and all claims, proofs of claim, proofs of debt, petitions,
consents, other papers and documents and amendments of any thereof, as may be
necessary or advisable in order to have the claims of the Trustee and any
predecessor trustee hereunder and of the Holders of the Securities allowed in
any such proceeding and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to execute and deliver any and all
other papers and documents and to do and perform any and all other acts and
things, as it


                                       36
<PAGE>
may deem necessary or advisable in order to enforce in any such proceeding any
of the claims of the Trustee and any predecessor trustee hereunder and of any of
such Holders in respect of any of the Securities; and any receiver, assignee,
trustee, custodian or debtor in any such proceeding is hereby authorized, and
each and every taker or Holder of the Securities, by receiving and holding the
same, shall be conclusively deemed to have authorized any such receiver,
assignee, trustee, custodian or debtor, to make any such payment or delivery
only to or on the order of the Trustee, and to pay to the Trustee any amount due
it and any predecessor trustee hereunder under Section 6.7; provided, however,
that nothing herein contained shall be deemed to authorize or empower the
Trustee to consent to or accept or adopt, on behalf of any Holder of Securities,
any plan of reorganization or readjustment of the Company affecting the
Securities or the rights of any Holder thereof, or to authorize or empower the
Trustee to vote in respect of the claim of any Holder of any Securities in any
such proceeding.

Section 5.5 Application of Money Collected.

      Any moneys collected by the Trustee with respect to a series of Securities
under this Article V shall be applied in the order following, at the date or
dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities, and stamping thereon the payment, if
only partially paid, and upon surrender thereof, if fully paid:

            First: To the payment of all amounts due to the Trustee and
      any predecessor trustee hereunder under Section 6.7.

            Second: Subject to Article XIV, in case the principal of the
      Outstanding Securities of such series shall not have become due and be
      unpaid, to the payment of interest on the Securities of such series, in
      the order of the maturity of the installments of such interest, with
      interest (to the extent that such interest has been collected by the
      Trustee) upon the overdue installments of interest at the rate borne by
      such Securities, such payments to be made ratably to the Persons entitled
      thereto.

            Third: Subject to Article XIV, in case the principal of the
      Outstanding Securities of such series shall have become due, by
      declaration or otherwise, to the payment of the whole amount then owing
      and unpaid upon the Securities of such series for principal and premium,
      if any, and interest, with interest on the overdue principal and premium,
      if any, and (to the extent that such interest has been collected by the
      Trustee) upon overdue installments of interest at the rate borne by the
      Securities of such series, and in case such moneys shall be insufficient
      to pay in full the whole amounts so due and unpaid upon the Securities of
      such series, then to the payment of such principal and premium, if any,
      and interest without preference or priority of principal and premium, if
      any, over interest, or of interest over principal and premium, if any, or
      of any installment of interest over any other installment of interest, or
      of any Security of such series over any other Security of such series,
      ratably to the aggregate of such principal and premium, if any, and
      accrued and unpaid interest.


                                       37
<PAGE>
Section 5.6 Control by Holders; Waiver of Past Default.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee hereunder, or of exercising
any trust or power hereby conferred upon the Trustee with respect to the
Securities of such series; provided, however, that the Trustee shall have the
right to decline to follow any such direction if the Trustee being advised by
counsel determines that the action so directed may not lawfully be taken or
would be unduly prejudicial to Holders not joining in such direction or would
involve the Trustee in personal liability. Prior to any declaration accelerating
the maturity of the Securities of any series, the Holders of a majority in
aggregate principal amount of such series of Outstanding Securities may on
behalf of the Holders of all of the Securities of such series waive any past
default hereunder and its consequences except a default not theretofore cured in
the payment of interest or any premium on or the principal of the Securities of
such series or in respect of any covenant or provision hereof which under
Article IX cannot be modified or waived without the consent of the Holder of
each Outstanding Security of each series affected thereby; provided, however,
that if the Securities of such series are held by a CGMH Trust or a trustee of
such trust, such waiver or modification to such waiver shall not be effective
until the holders of Trust Securities representing a majority in liquidation
preference of Trust Securities of the applicable CGMH Trust shall have consented
to such waiver or modification to such waiver; provided further, that if the
consent of the Holder of each Outstanding Securities is required, such waiver
shall not be effective until each holder of the Trust Securities of the
applicable CGMH Trust shall have consented to such waiver. Upon any such waiver
the Company, the Trustee and the Holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively, but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon. Whenever any default hereunder shall have been waived as
permitted by this Section 5.6, said default shall for all purposes of the
Securities of such series and this Indenture cease to exist, and any Default or
Event of Default arising therefrom shall be deemed to have been cured and to be
not continuing.

Section 5.7 Limitation on Suits; Default.

      No Holder of any Security of any series shall have any right to institute
any action, suit or proceeding at law or in equity for the execution of any
trust hereunder or for the appointment of a receiver or for any other remedy
hereunder, in each case with respect to a Default with respect to such series of
Securities, unless such Holder previously shall have given to the Trustee
written notice of the happening of one or more of the Defaults herein specified
with respect to such series of Securities, and unless also the Holders of 25% or
more in principal amount of the Securities of such series then Outstanding shall
have requested the Trustee in writing to take action in respect of the matter
complained of, and unless also there shall have been offered to the Trustee
security and indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after receipt of such notification, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; and such
notification, request and offer of indemnity are


                                       38
<PAGE>
hereby declared in every such case to be conditions precedent to any such
action, suit or proceeding by any Holder of any Security of such series; it
being understood and intended that no one or more of the Holders of Securities
of such series shall have any right in any manner whatsoever by his or their
action to enforce any right hereunder, except in the manner herein provided, and
that every action, suit or proceeding at law or in equity shall be instituted,
had and maintained in the manner herein provided and for the equal and ratable
benefit of all Holders of the Outstanding Securities of such series; provided,
however, that nothing contained in this Indenture or in the Securities of such
series shall affect or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, and premium, if any, and interest on
the Securities of such series to the respective Holders of such Securities at
the respective due dates in such Securities stated, or affect or impair the
right, which is also absolute and unconditional, of such Holders to institute
suit to enforce the payment thereof.

      The following events shall be "Defaults" with respect to any series of
Securities under this Indenture:

      (a) an Event of Default with respect to such series specified in Section
5.1; or

      (b) the failure of the Company to pay any installment of interest on any
Security of such series, when and as the same shall become payable, which
failure shall have continued unremedied for a period of 30 days, it being
understood that the occurrence of an Extended Interest Payment Period in
accordance with the terms of such Security will not constitute such a default;
or

      (c) the failure of the Company to pay the principal of (and premium, if
any, on) any Security of such series, when and as the same shall become payable,
whether at maturity as therein expressed, by call for redemption (otherwise than
pursuant to a sinking fund), by declaration as authorized by this Indenture or
otherwise, whether or not permitted by Article XIV; or

      (d) the failure of the Company to pay a sinking fund installment, if any,
when and as the same shall become payable by the terms of a Security of such
series, which failure shall have continued unremedied for a period of 30 days,
whether or not permitted by Article XIV; or

      (e) the failure of the Company, subject to the provisions of Section 8.1,
to observe and perform any other of the covenants or agreements on the part of
the Company contained in this Indenture (including any indenture supplemental
hereto) (other than a covenant or agreement which has been expressly included in
this Indenture solely for the benefit of a series of Securities other than that
series), which failure shall not have been remedied for a period of 90 days
after written notice shall have been given to the Company by the Trustee or
shall have been given to the Company and the Trustee by Holders of 25% or more
in aggregate principal amount of the Securities of such series then Outstanding,
specifying such failure and requiring the Company to remedy the same; or


                                       39
<PAGE>
      (f) in the event Securities of a series are issued and sold to a CGMH
Trust or a trustee of such trust in connection with the issuance of Trust
Securities by such CGMH Trust, such CGMH Trust shall have voluntarily or
involuntarily dissolved, wound-up its business or otherwise terminated its
existence except in connection with (i) the distribution of Securities to
holders of Trust Securities in liquidation or redemption of their interests in
such CGMH Trust upon a Special Event with respect to such CGMH Trust, (ii) the
redemption of all of the outstanding Trust Securities of such CGMH Trust or
(iii) certain mergers, consolidations or amalgamations, each as permitted by the
Declaration of such CGMH Trust; or

      (g) any other Default provided with respect to Securities of that series.

Section 5.8 Costs and Attorneys' Fees in Legal Proceedings.

      All parties to this Indenture and the Holders of the Securities agree that
the court may in its discretion require, in any action, suit or proceeding for
the enforcement of any right or remedy under this Indenture, or in any action,
suit or proceeding against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of
an undertaking to pay the costs of such action, suit or proceeding, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such action, suit or proceeding,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided, however, that the provisions of this Section 5.8
shall not apply to any action, suit or proceeding instituted by the Trustee, to
any action, suit or proceeding instituted by any one or more Holders of
Securities holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any action, suit or proceeding instituted by any
Holder of Securities for the enforcement of the payment of the principal of or
premium, if any, or the interest on, any of the Securities, on or after the
respective due dates expressed in such Securities.

Section 5.9 Remedies Cumulative.

      Except as provided in the last sentence of Section 3.6, no remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities of any
series is intended to be exclusive of any other remedy or remedies, and each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute.
No delay or omission of the Trustee or of any Holder of the Securities of any
series to exercise any right or power accruing upon any Default shall impair any
such right or power or shall be construed to be a waiver of any such Default or
an acquiescence therein; and every power and remedy given by this Article V to
the Trustee and to the Holders, respectively, 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. In case the Trustee or any Holder of Securities shall have
proceeded to enforce any right under this Indenture and the proceedings for the
enforcement thereof shall have been discontinued or abandoned because of waiver
or for any other reason or shall have been adjudicated adversely to the Trustee
or to such Holder, then and in every such case the Company, the Trustee and the
Holders shall severally and respectively be


                                       40
<PAGE>
restored to their former positions and rights hereunder and thereafter all
rights, remedies and powers of the Trustee and the Holders shall continue as
though no such proceedings had been instituted, except as to any matters so
waived or adjudicated.

Section 5.10      Waiver of Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
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 (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

Section 6.1 Certain Duties and Responsibilities.

      (a) Except during the continuance of a Default;

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

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

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

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

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


                                       41
<PAGE>
            (2) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it shall be proved that the
      Trustee was negligent in ascertaining the pertinent facts;

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

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

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

Section 6.2 Notice of Defaults.

      Within 90 days after the occurrence of any Default hereunder with respect
to Securities of any series, the Trustee shall transmit by mail to all Holders
of Securities of such series, as their names and addresses appear in the
Security Register, notice of such Default hereunder actually known to a
Responsible Officer of the Trustee, unless such Default shall have been cured or
waived; provided that, except in the case of a Default in the payment of the
principal of (or premium, if any) or interest on any Security of such series or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as a Responsible Officer of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the case of any Default of the
character specified in Section 5.7(e) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof.

Section 6.3 Certain Rights of Trustee.

      Subject to the provisions of Section 6.1

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


                                       42
<PAGE>
      (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

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

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

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

      (h) the Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities, unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company or by any Holder of the Securities; and

      (i)   the permissive rights of the Trustee enumerated herein shall
not be construed as duties.

Section 6.4 Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the


                                       43
<PAGE>
Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

Section 6.5 May Hold Securities.

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

Section 6.6 Money Held in Trust.

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

Section 6.7 Compensation and Reimbursement.

      The Company agrees

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

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

            (3) to indemnify the Trustee 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 trust 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 under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of Holders of particular Securities. The obligations of
the Company under this Section shall


                                       44
<PAGE>
survive the removal or resignation of the Trustee and the satisfaction and
discharge of this Indenture.

      When the Trustee incurs any expenses or renders any services after the
occurrence of an Event of Default specified in Section 5.1(b) or Section 5.1(c),
such expenses and the compensation for such services are intended to constitute
expenses of administration under the United States Bankruptcy Code (Title 11 of
the United States Code) or any similar federal or state law for the relief of
debtors.

Section 6.8 Disqualification; Conflicting Interests.

      The Trustee shall be subject to the provisions of Section 310(b) of the
Trust Indenture Act of 1939 during the period of time provided for therein. In
determining whether the Trustee has a conflicting interest as defined in Section
310(b) of the Trust Indenture Act of 1939 with respect to the Securities of any
series, there shall be excluded for purposes of the conflicting interest
provisions of such Section 310(b) the Securities of every other series issued
under this Indenture. Nothing herein shall prevent the Trustee from filing with
the Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act of 1939.

Section 6.9 Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by Federal or
State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervision or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor.

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

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


                                       45
<PAGE>
      (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

      (d) If at any time:

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

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

            (3) the Trustee shall become incapable of acting or shall be
      adjudged bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, then, in any such case, (i)
      the Company, by a Board Resolution, may remove the Trustee with respect to
      all Securities, or (ii) subject to Section 5.8, any Holder who has been a
      bona fide Holder of a Security for at least six months may, on behalf of
      himself and all others similarly situated, petition any court of competent
      jurisdiction for the removal of the Trustee with respect to all Securities
      and the appointment of a successor Trustee or Trustees.

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


                                       46
<PAGE>
      (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

Section 6.11 Acceptance of Appointment by Successor.

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

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


                                       47
<PAGE>
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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

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

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

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

      Any corporation into which the Trustee may be merged or 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 6.13 Preferential Collection of Claims Against Company.

      The Trustee shall comply with the Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in the Trust Indenture Act Section
311(b). A Trustee who has resigned or been removed shall be subject to the Trust
Indenture Act Section 311(a) to the extent indicated therein.

Section 6.14 Appointment of Authenticating Agent.

      At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.6, and
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


                                       48
<PAGE>
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

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

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

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

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


                                       49
<PAGE>
                                    JPMORGAN CHASE BANK,
                                                                      As Trustee



                                    By: ______________________________
                                              As Authenticating Agent



                                    By: ______________________________
                                                   Authorized Officer


                                       50
<PAGE>
                                   ARTICLE VII

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

      (a) semi-annually not more than 15 days after each Regular Record Date a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of such series as of the preceding March
1 or September 1, 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 of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

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

Section 7.2 Preservation of Information; Communications to Holders.

      Holders may communicate pursuant to the Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture and the
Securities. The Company, the Trustee, the Registrar and any other person shall
have the protection of the Trust Indenture Act Section 312(c).

Section 7.3 Reports by Trustee.

      (a) Within 60 days after May 15 of each year commencing with the year
2005, the Trustee shall transmit by mail to all Holders of Securities for which
it is Trustee hereunder, as their names and addresses appear in the Security
Register, a brief report dated as of such May 15 with respect to:

            (1) its eligibility under Section 6.9 and its qualifications under
      Section 6.8, or in lieu thereof, if to the best of its knowledge it has
      continued to be eligible and qualified under said Sections, a written
      statement to such effect;

            (2) the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee (as such) which remain unpaid on the date of such report,
      and for the reimbursement of which it claims or may claim a lien or
      charge, prior to that of such Securities, on any property or funds held or
      collected by it as Trustee, except that the Trustee shall not be required
      (but may elect) to report such advances if such advances so remaining
      unpaid aggregate not more than -1/2 of 1% of the principal amount of such
      Securities Outstanding on the date of such report;


                                       51
<PAGE>
            (3) the amount, interest rate and maturity date of all other
      indebtedness owing by the Company (or by any other obligor on the
      Securities) to the Trustee in its individual capacity, on the date of such
      report, with a brief description of any property held as collateral
      security therefor, except an indebtedness based upon a creditor
      relationship arising in any manner described in Section 6.13(b)(2), (3),
      (4) or (6);

            (4) the property and funds, if any, physically in the possession of
      the Trustee as such on the date of such report;

            (5) any additional issue of Securities for which it is Trustee
      hereunder which the Trustee has not previously reported; and

            (6) any action taken by the Trustee in the performance of its duties
      hereunder which it has not previously reported and which in its opinion
      materially affects such Securities, except action in respect of a default,
      notice of which has been or is to be withheld by the Trustee in accordance
      with Section 6.2.

      (b) The Trustee shall transmit by mail to all Holders of Securities for
which it is Trustee hereunder, as their names and addresses appear in the
Security Register, a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to subsection (a) of this Section (or if no
such report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of such Securities, on property or funds held or collected
by it as Trustee and which it has not previously reported pursuant to this
subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of such Securities Outstanding at such time,
such report to be transmitted within 90 days after such time.

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

Section 7.4 Reports by Company.

      The Company shall:

            (1) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934; or, if the Company is not required to
      file information, documents or reports pursuant to either of said
      Sections, then it shall file with the Trustee and the


                                       52
<PAGE>
      Commission, in accordance with rules and regulations prescribed from time
      to time by the Commission, such of the supplementary and periodic
      information, documents and reports which may be required pursuant to
      Section 13 of the Securities Exchange Act of 1934 in respect of a security
      listed and registered on a national securities exchange as may be
      prescribed from time to time in such rules and regulations;

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

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

      Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such reports shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

            (1) the Person 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 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;


                                       53
<PAGE>
            (2) immediately after giving effect to such transaction, no Default,
      and no event which, after notice or lapse of time or both, would become a
      Default, shall have happened and be continuing; and

            (3) the Company has delivered to the Trustee an Officer's
      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 8.2 Successor Corporation Substituted.

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures Without Consent of Holders.

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

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

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

            (3) to add any additional Defaults; or

            (4) to change or eliminate any of the provisions of this Indenture,
      provided that any such change or elimination shall become effective only
      when


                                       54
<PAGE>
      there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or

            (5) to secure the Securities; or

            (6) to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 3.1; 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 6.11(b); or

            (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 such action shall not adversely affect the
      interests of the Holders of Securities of any series in any material
      respect.

Section 9.2 Supplemental Indentures with Consent of Holders.

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

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


                                       55
<PAGE>
      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 or Section 5.6,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Security affected thereby;
      provided that this clause shall not be deemed to require the consent of
      any Holder with respect to changes in the references to "the Trustee" and
      concomitant changes in this Section or the deletion of this proviso, in
      accordance with the requirements of Sections 6.11(b) and 9.1(8), or

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

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

      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.

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

Section 9.3 Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
in addition to the documents required by Section 1.2, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.


                                       56
<PAGE>
Section 9.4 Effect of Supplemental Indentures.

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

Section 9.5 Conformity with Trust Indenture Act.

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

Section 9.6 Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X
                                    COVENANTS

Section 10.1 Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities of such series and this Indenture, and will duly comply
with all other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

Section 10.2 Maintenance of Office or Agency.

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


                                       57
<PAGE>

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

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

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

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of (and premium,
if any) or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

      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:

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

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

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

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such


                                       58
<PAGE>

Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

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

Section 10.4 Statement by Officers as to Default.

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

Section 10.5 Covenants as to CGMH Trusts.

      For so long as any Trust Securities of a CGMH Trust remain outstanding,
the Company will (i) maintain 100% direct or indirect ownership of the Common
Securities of such CGMH Trust; provided, however, that any permitted successor
of the Company hereunder may succeed to the Company's ownership of such Common
Securities, (ii) not voluntarily dissolve, wind up or terminate such CGMH Trust,
except in connection with a distribution of Securities upon a Special Event, and
in connection with certain mergers, consolidations or amalgamations permitted by
the Declaration of the applicable CGMH Trust, (iii) timely perform its duties as
Sponsor of the applicable CGMH Trust, (iv) use its reasonable efforts to cause
such CGMH Trust to (a) remain a business trust, except in connection with a
distribution of Securities to the holders of Trust Securities as provided in the
Declaration of such CGMH Trust, the redemption of all of the Trust Securities
and in connection with certain mergers, consolidations or amalgamations
permitted by the Declaration of such CGMH Trust, and (b) otherwise continue to
be classified as a grantor trust for United States federal income tax purposes
and (v) not knowingly take any action


                                       59
<PAGE>

that would cause such CGMH Trust to not be classified as a grantor trust for
United States federal income tax purposes.

Section 10.6 Payment of Expenses.

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

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

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

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

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

      (b) Upon termination of this Indenture or any series of Securities or the
removal or resignation of the Trustee pursuant to Section 6.10, the Company
shall pay to the Trustee all amounts accrued and owing to the Trustee to the
date of such termination, removal or resignation. Upon termination of the
Declaration of any CGMH Trust or the removal or resignation of the Delaware
Trustee or the Institutional Trustee, as the case may be, pursuant to Section
5.6 of the Declaration of such CGMH Trust, the Company shall pay to such
Delaware Trustee or such Institutional Trustee, as the case may be, all amounts
accrued and owing to such Delaware Trustee or such Institutional Trustee, as the
case may be, to the date of such termination, removal or resignation.


                                       60
<PAGE>

Section 10.7 Listing on an Exchange.

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

Section 10.8 Future Issuance of Securities under this Indenture.

      Any Securities issued under this Indenture shall either (x) be issued with
the concurrence or approval of the staff of the Federal Reserve Bank of New York
or the staff of the Board of Governors of the Federal Reserve System or (y)
qualify at the time of issuance for tier 1 capital treatment (irrespective of
any limits on the amount of Citigroup Inc.'s tier 1 capital) under the
applicable capital adequacy guidelines, regulations, policies or published
interpretations of the Board of Governors of the Federal Reserve System.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

Section 11.1 Applicability of Article; Federal Reserve Approval.

      Securities of each series are redeemable before their respective Stated
Maturities in accordance with their respective terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article. Any redemption of any series of Securities, in
whole or in part, prior to their respective Stated Maturities shall be subject
to receipt by the Company of prior written approval from the Federal Reserve
Bank of New York, if then required under applicable capital adequacy guidelines,
regulations or policies of the Board of Governors of the Federal Reserve System.

Section 11.2 Election to Redeem; Notice to Trustee.

      (a) Subject to the provisions of Section 11.2(b) and to the other
provisions of this Article XI , except as otherwise may be specified in this
Indenture or, with respect to any series of Securities, as otherwise specified
as contemplated by Section 3.1 for the Securities of such series, the Company
shall have the right to redeem any series of Securities, in whole or in part,
from time to time, on or after the Redemption Option Date for such series at the
Redemption Price. The election of the Company to redeem any Securities
redeemable at the election of the Company shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 40 days
(unless a shorter period is acceptable to the Trustee), but not more than 60
days, prior to the Redemption Date fixed by the Company, notify the Trustee of
such Redemption Date and of the principal amount


                                       61
<PAGE>

of Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

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

Section 11.3 Selection by Trustee of Securities to Be Redeemed.

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

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

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

Section 11.4 Notice of Redemption.

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

      All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,


                                       62
<PAGE>

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

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

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

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

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

Section 11.5 Deposit of Redemption Price.

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

Section 11.6 Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities 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 that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.7.

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

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


                                       63
<PAGE>

Redemption Price by 10:00 a.m., New York City time, on the date such Redemption
Price is to be paid.

Section 11.7 Securities Redeemed in Part.

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

Section 11.8 Tax Event Redemption.

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

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

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

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


                                       64
<PAGE>

                                   ARTICLE XII

                                  SINKING FUNDS

Section 12.1 Applicability of Article.

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

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as 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 12.2. Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of Securities of such series.

Section 12.2 Satisfaction of Sinking Fund Payments with Securities.

      Unless the form or terms of any series of Securities shall provide
otherwise, the Company (1) may deliver to the Trustee Outstanding Securities of
a series (other than any previously called for redemption) and (2) may apply as
a credit Securities of a series which have been redeemed either at the election
of the Company pursuant to the terms of such 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 any 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 12.3 Redemption of Securities for Sinking Fund.

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


                                       65
<PAGE>

sinking fund payment with the Trustee in the manner provided in Section 11.5.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 11.6 and 11.7.

                                  ARTICLE XIII
                      EXTENSION OF INTEREST PAYMENT PERIOD.

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

Section 13.1 Notice of Extension.

      (a) If the Institutional Trustee of a CGMH Trust is the only Holder of
Securities of a series at the time the Company selects an Extended Interest
Payment Period with respect thereto, the Company shall give written notice to
the Regular Trustees and the Institutional Trustee of such CGMH Trust and to the
Trustee of its selection of such Extended Interest Payment Period one Business
Day before the earlier of (i) the next succeeding date on which Distributions on
the Trust Securities issued by such CGMH Trust would be payable, if not for such
Extended Interest Payment Period, or (ii) the date such CGMH Trust is required
to give notice of the record date, or the date such Distributions are payable,
to the New York Stock


                                       66
<PAGE>

Exchange or other applicable self-regulatory organization or to holders of the
Preferred Securities issued by such CGMH Trust, but in any event at least one
Business Day before such record date.

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

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

Section 13.2 Limitation of Transactions.

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

                                   ARTICLE XIV
                           SUBORDINATION OF SECURITIES

Section 14.1 Agreement to Subordinate.

      The Company covenants and agrees, and each Holder of Securities issued
hereunder by such Holder's acceptance thereof likewise covenants and agrees,
that all


                                       67
<PAGE>

Securities shall be issued subject to the provisions of this Article XIV; and
each Holder of a Security, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.

      The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter incurred.

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

Section 14.2 Default on Senior Indebtedness.

      In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, as the case may be, or in the event that the
maturity of any Senior Indebtedness of the Company, as the case may be, has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of,
or premium, if any, or interest on, the Securities or to acquire any of the
Securities (except sinking fund payments made in Securities acquired by the
Company prior to such default):

      In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee, by any Holder or by any Paying Agent (or, if the
Company is acting as its own Paying Agent, money for any such payment is
segregated and held in trust) when such payment is prohibited by the preceding
paragraph of this Section 14.2, before all Senior Indebtedness of the Company is
paid in full, or provision is made for such payment in money in accordance with
its terms, such payment shall be held in trust for the benefit of, and shall be
paid over or delivered to, the holders of Senior Indebtedness of the Company or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their respective interests may appear, ratably according to the
aggregate amount remaining unpaid on account of the principal, premium, interest
or any other payment due on the Senior Indebtedness held or represented by each,
for application to the payment of all Senior Indebtedness of the Company, as the
case may be, remaining unpaid to the extent necessary to pay such Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the benefit of the holders
of such Senior Indebtedness, but only to the extent that the holders of the
Senior Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.


                                       68
<PAGE>

Section 14.3 Liquidation; Dissolution; Bankruptcy.

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

      In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as
its own Paying Agent, money for any such payment is segregated and held in
trust) before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their respective interests may appear, ratably according to the
aggregate amount remaining unpaid on account of the principal, premium, interest
or any other payment due on the Senior Indebtedness held or represented by each,
as calculated by the Company, for application to the payment of all Senior
Indebtedness of the Company, as the case may be, remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of such Senior Indebtedness.

      For purposes of this Article XIV, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of


                                       69
<PAGE>

reorganization or readjustment, the payment of which is subordinated at least to
the extent provided in this Article XIV with respect to the Securities to the
payment of all Senior Indebtedness of the Company, as the case may be, that may
at the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article VIII shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 14.3
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article VIII.
Nothing in Section 14.2 or in this Section 14.3 shall apply to-claims of, or
payments to the Trustee under or pursuant to Section 6.7.

Section 14.4 Subrogation.

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

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


                                       70
<PAGE>

securities of the Company, as the case may be, received upon the exercise of any
such remedy.

      Upon any payment or distribution of assets of the Company referred to in
this Article XIV, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to conclusively rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XIV.

Section 14.5 Trustee to Effectuate Subordination.

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

Section 14.6 Notice by the Company.

      The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article XIV. Notwithstanding the provisions of this
Article XIV or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XIV, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness or their
representative or representatives or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 6.1 shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section 14.6 at least three Business Days prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within three Business Days prior to such date.

      The Trustee, subject to the provisions of Section 6.1, shall be entitled
to conclusively rely on the delivery to it of a written notice by a Person
representing himself


                                       71
<PAGE>

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

Section 14.7 Rights of the Trustee; Holders of Senior Indebtedness.

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

      With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XIV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 6.1, the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or deliver to Holders of
Securities, the Company or any other Person money or assets to which any holder
of such Senior Indebtedness shall be entitled by virtue of this Article XIV or
otherwise.

Section 14.8 Subordination May Not Be Impaired.

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

      Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XIV or the obligations hereunder of the Holders of the Securities to the holders
of such Senior Indebtedness, do any one or more of the


                                       72
<PAGE>

following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend
or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such Senior Indebtedness;
and (iv) exercise or refrain from exercising any rights against the Company, as
the case may be, and any other Person.

Section 14.9 Trustee's Compensation Not Prejudiced.

      Nothing in this Article XIV shall apply to amounts due to the Trustee
pursuant to Section 6.7 of this Indenture.

                                   ARTICLE XV
                                  MISCELLANEOUS

Section 15.1 Acknowledgement of Rights.

      The Company acknowledges that, with respect to any Securities held by a
CGMH Trust or a trustee of such Trust, if the Institutional Trustee of such CGMH
Trust fails to enforce its rights under this Indenture as the Holder of the
series of Securities held as the assets of such CGMH Trust, any holder of
Preferred Securities of such CGMH Trust may institute legal proceedings directly
against the Company to enforce such Institutional Trustee's rights under this
Indenture without first instituting any legal proceedings against such
Institutional Trustee or any other person or entity.

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


                                       73
<PAGE>

                                     * * * *

      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.


                                       74
<PAGE>


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

                                       CITIGROUP GLOBAL MARKETS HOLDINGS INC.


                                       By: _____________________________________
                                           Name:
                                           Title:


                                       JPMORGAN CHASE BANK,
                                           As Trustee

                                       By: _____________________________________
                                           Name:
                                           Title:


                                       75