



                                                 Exhibit 4.05


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

             SOUTH CAROLINA ELECTRIC & GAS COMPANY
                           as Issuer


                              to


                     THE BANK OF NEW YORK,
                         as Trustee


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


                  JUNIOR SUBORDINATED INDENTURE


                  Dated as of October 28, 1997



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



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

                 SOUTH CAROLINA ELECTRIC & GAS COMPANY

                  Reconciliation  and tie  between  the Trust  Indenture  Act of
1939(including  cross-references  to provisions of Sections 310 to and including
317 which,  pursuant to Section  318(c) of the Trust  Indenture  Act of 1939, as
amended by the Trust Reform Act of 1990,  are a part of and govern the Indenture
whether  or not  physically  contained  therein)  and  the  Junior  Subordinated
Indenture, dated as of October 28, 1997.





<PAGE>



TRUST INDENTURE                                             INDENTURE
  ACT SECTION                                                SECTION


Section  310     (a) (1), (2) and (5)                         6.9
          (a) (3)                                        Not Applicable
          (a) (4)                                        Not Applicable
          (b)                                             6.8, 6.10(d)
          (c)                                            Not Applicable
Section 311     (a)                                           6.13
          (b)                                                 6.13
          (c)                                            Not Applicable
Section 312  (a)                                           7.1, 7.2(a)
          (b)                                                 7.2(b)
          (c)                                                 7.2(c)
Section 313  (a)                                           7.3(a), (b)
          (b)                                                 7.3(a)
          (c)                                                 7.3(a)
          (d)                                                 7.3(c)
Section 314     (a) (1), (2) and (3)                          7.4
          (a) (4)                                            10.4
          (b)                                            Not Applicable
          (c) (1)                                             1.2
          (c) (2)                                             1.2
          (c) (3)                                        Not Applicable
          (d)                                            Not Applicable
          (e)                                                 1.2
          (f)                                            Not Applicable
Section 315     (a)                                           6.1(a)
          (b)                                                 6.2
          (c)                                                 6.1(b)
          (d)                                                 6.1(c)
          (d) (1)                                             6.1(c)(i)
          (d) (2)                                             6.1(c)(ii)
          (d) (3)                                           6.1(c) (iii)
          (e)                                                   5.14
Section 316     (a)                                             1.1
          (a) (1) (A)                                           5.12
          (a) (1) (B)                                           5.13
          (a) (2)                                        Not Applicable
          (b)                                                5.7, 5.8
          (c)                                                  1.4(f)
Section 317     (a) (1)                                        5.3
          (a) (2)                                              5.4
          (b)                                                 10.3
Section 318     (a)                                            1.7

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




<PAGE>


                         TABLE OF CONTENTS

                                                             Page
                             ARTICLE I

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION   8

         SECTION 1.1.    Definitions                           8
         SECTION 1.2.    Compliance Certificate and Opinions  18
         SECTION 1.3.    Forms of Documents Delivered to
                           Trustee                            19
         SECTION 1.4.    Acts of Holders                      20
         SECTION 1.5.     Notices, Etc. to the Trustee and the
                           Corporation                        22
         SECTION 1.6.    Notice to Holders; Waiver            23
         SECTION 1.7.    Conflict with Trust Indenture Act    23
         SECTION 1.8.    Effect of Headings and Table of
                           Contents                           23
         SECTION 1.9.    Successors and Assigns               23
         SECTION 1.10.   Separability Clause                  24
         SECTION 1.11.   Benefits of Indenture                24
         SECTION 1.12.   Governing Law                        24
         SECTION 1.13.   Non-Business Days                    24

                           ARTICLE II

                         SECURITY FORMS                       24

         SECTION 2.1.    Forms Generally                      24
         SECTION 2.2.    Form of Face of Security             25
         SECTION 2.3.    Form of Reverse of Security          29
         SECTION 2.4.    Additional Provisions Required in
                           Global Security                    33
         SECTION 2.5.    Form of Trustee's Certificate of
                           Authentication                     33

                             ARTICLE III

                           THE SECURITIES                     33

         SECTION 3.1.   Title and Terms                       33
         SECTION 3.2.   Denominations                         37
         SECTION 3.3.   Execution, Authentication, Delivery
                          and Dating                          37
         SECTION 3.4.   Temporary Securities                  39
         SECTION 3.5.   Global Securities                     39
         SECTION 3.6.   Registration, Transfer and Exchange
                          Generally                           41
         SECTION 3.7.   Mutilated, Destroyed, Lost and
                          Stolen Securities                   42
         SECTION 3.8.   Payment of Interest and Additional
                          Interest; Interest Rights Preserved  43
         SECTION 3.9.   Persons Deemed Owners                  45
         SECTION 3.10.  Cancellation                           45


<PAGE>



         SECTION 3.11.  Computation of Interest                45
         SECTION 3.12.  Deferrals of Interest Payment Dates    46
         SECTION 3.13.  Right of Setoff                        47
         SECTION 3.14.  Agreed Tax Treatment                   47
         SECTION 3.15.  Shortening or Extension of Stated
                          Maturity                             47
         SECTION 3.16.  CUSIP Numbers                          48


                            ARTICLE IV

                    SATISFACTION AND DISCHARGE                 48

         SECTION 4.1.  Satisfaction and Discharge of Indenture 48
         SECTION 4.2.     Application of Trust Money           49

                           ARTICLE V

                            REMEDIES                           50

       SECTION 5.1.  Events of Default                         50
       SECTION 5.2.  Acceleration of Maturity; Rescission
                      and Annulment                            51
       SECTION 5.3.  Collection of Indebtedness and Suits
                       for Enforcement by Trustee              53
       SECTION 5.4.  Trustee May File Proofs of Claim          53
       SECTION 5.5.  Trustee May Enforce Claim Without
                       Possession  of Securities               55
       SECTION 5.6.  Application of Money Collected            55
       SECTION 5.7.  Limitation on Suits                       55
       SECTION 5.8.  Unconditional Right of Holders to
                       Receive Principal, Premium and
                       Interest; Direct Action by Holders
                       of Trust Preferred Securities           56
       SECTION 5.9.  Restoration of Rights and Remedies        57
       SECTION 5.10.  Rights and Remedies Cumulative           57
       SECTION 5.11.  Delay or Omission Not Waiver             57
       SECTION 5.12.  Control by Holders                       58
       SECTION 5.13.  Waiver of Past Defaults                  58
       SECTION 5.14.  Undertaking for Costs                    59
       SECTION 5.15.  Waiver of Usury, Stay or Extension Laws  59




<PAGE>


                         ARTICLE VI

                         THE TRUSTEE                         60

     SECTION 6.1.  Certain Duties and Responsibilities       60
     SECTION 6.2.  Notice of Defaults                        61
     SECTION 6.3.  Certain Rights of Trustee                 61
     SECTION 6.4.  Not Responsible for Recitals or Issuance
                     of Securities                           62
     SECTION 6.5.  May Hold Securities                       63
     SECTION 6.6.  Money Held in Trust                       63
     SECTION 6.7.  Compensation and Reimbursement            63
     SECTION 6.8.  Disqualification; Conflicting Interests   64
     SECTION 6.9.  Corporate Trustee Required; Eligibility   64
     SECTION 6.10. Resignation and Removal; Appointment
                     of Successor                            65
     SECTION 6.11. Acceptance of Appointment by Successor    66
     SECTION 6.12. Merger, Conversion, Consolidation or
                     Succession to Business                  67
     SECTION 6.13. Preferential Collection of Claims
                     Against Corporation                     68
     SECTION 6.14. Appointment of Authenticating Agent       68

                          ARTICLE VII

      HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION  70

     SECTION 7.1.  Corporation to Furnish Trustee Names
                     and Addresses of Holders                70
     SECTION 7.2.  Preservation of Information,
                     Communications to Holders               70
     SECTION 7.3.  Reports by Trustee                        71
     SECTION 7.4.  Reports by Corporation                    71

                         ARTICLE VIII

     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE    71

     SECTION 8.1.  Corporation May Consolidate, Etc.,
                     Only on Certain Terms                   71
     SECTION 8.2.  Successor Corporation Substituted         72

                             ARTICLE IX

                      SUPPLEMENTAL INDENTURES                73

     SECTION 9.1.     Supplemental Indentures without
                        Consent of Holders                   73
     SECTION 9.2.     Supplemental Indentures with Consent
                        of Holders                           74
     SECTION 9.3.     Execution of Supplemental Indentures   76
     SECTION 9.4.     Effect of Supplemental Indentures      76
     SECTION 9.5.     Conformity with Trust Indenture Act    76
     SECTION 9.6.     Reference in Securities to
                        Supplemental Indentures              76



<PAGE>



                                ARTICLE X

                                COVENANTS                     77

     SECTION 10.1.     Payment of Principal, Premium and
                         Interest                             77
     SECTION 10.2.     Maintenance of Office or Agency        77
     SECTION 10.3.     Money for Security Payments to be
                         Held in Trust                        79
     SECTION 10.4.     Statement as to Compliance             79
     SECTION 10.5.     Waiver of Certain Covenants            79
     SECTION 10.6.     Additional Sums                        80
     SECTION 10.7.     Additional Covenants                   80
     SECTION 10.8.     Original Issue Discount                82

                                ARTICLE XI

                          REDEMPTION OF SECURITIES            82

     SECTION 11.1     Applicability of This Article           82
     SECTION 11.2.    Election to Redeem; Notice to Trustee   82
     SECTION 11.3.    Selection of Securities to be Redeemed  83
     SECTION 11.4.    Notice of Redemption                    83
     SECTION 11.5.    Deposit of Redemption Price             84
     SECTION 11.6.    Payment of Securities Called for
                        Redemption                            84
     SECTION 11.7.    Right of Redemption of Securities
                        Initially Issued to an Issuer Trust   85

                                ARTICLE XII

                               SINKING FUNDS                  86

     SECTION 12.1.     Applicability of Article               86
     SECTION 12.2.     Satisfaction of Sinking Fund Payments
                         with Securities                      86
     SECTION 12.3.     Redemption of Securities for Sinking
                         Fund                                 86



<PAGE>


                             ARTICLE XIII

                   SUBORDINATION OF SECURITIES                 88

     SECTION 13.1.    Securities Subordinate to Senior Debt    88
     SECTION 13.2.    No Payment When Senior Debt in Default;
                        Payment Over of Proceeds Upon
                        Dissolution, Etc                       88
     SECTION 13.3.    Payment Permitted If No Default          90
     SECTION 13.4.    Subrogation to Rights of Holders of
                        Senior Debt                            91
     SECTION 13.5.    Provisions Solely to Define Relative
                        Rights                                 91
     SECTION 13.6.    Trustee to Effectuate Subordination      92
     SECTION 13.7.    No Waiver of Subordination Provisions    92
     SECTION 13.8.    Notice to Trustee                        93
     SECTION 13.9.    Reliance on Judicial Order or
                        Certificate of Liquidating Agent       93
     SECTION 13.10.   Trustee Not Fiduciary for Holders of
                        Senior Debt                            94
     SECTION 13.11.   Rights of Trustee as Holder of Senior
                        Debt; Preservation of Trustee's
                        Rights                                 94
     SECTION 13.12.   Article Applicable to Paying Agents      94






<PAGE>



     JUNIOR SUBORDINATED INDENTURE,  dated as of October 28, 1997, between South
Carolina   Electric  &  Gas  Company,   a  South   Carolina   corporation   (the
"Corporation"),  and The Bank of New York,  a New York banking  corporation,  as
Trustee (the "Trustee").

                            RECITALS

     WHEREAS,  the Corporation has duly authorized the execution and delivery of
this  Indenture to provide for the issuance  from time to time of its  unsecured
junior   subordinated  debt  securities  in  series   (hereinafter   called  the
"Securities")  of  substantially  the  tenor  hereinafter  provided,   including
Securities issued to evidence loans made to the Corporation of the proceeds from
the issuance from time to time by one or more  business  trusts (each an "Issuer
Trust") of preferred undivided beneficial interests in the assets of such Issuer
Trusts  (the  "Trust  Preferred  Securities")  and common  undivided  beneficial
interests  in the assets of such Issuer  Trusts (the  "Common  Securities"  and,
collectively with the Trust Preferred Securities,  the "Trust Securities"),  and
to  provide  the terms  and  conditions  upon  which  the  Securities  are to be
authenticated, issued and delivered; and

     WHEREAS,  all things  necessary to make this Indenture a valid agreement of
the Corporation 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 any 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:

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

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

          (c) The words "include," "includes" and "including" shall be deemed to
be followed by the phrase "without limitation";




<PAGE>


          (d) All  accounting  terms  not  otherwise  defined  herein  have  the
meanings  assigned to them in  accordance  with  generally  accepted  accounting
principles;

          (e) Whenever  the context may  require,  any gender shall be deemed to
include the others;

          (f)  Unless  the  context  otherwise  requires,  any  reference  to an
"Article" or a "Section" refers to an Article or a Section,  as the case may be,
of this Indenture; and

          (g) The words "hereby,"  "herein,"  "hereof" and "hereunder" and other
words of  similar  import  refer  to this  Indenture  as a whole  and not to any
particular Article, Section or other subdivision.

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

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

     "Additional Sums" has the meaning specified in Section 10.6.

     "Additional   Taxes"  means  any   additional   taxes,   duties  and  other
governmental  charges to which an Issuer  Trust has become  subject from time to
time as a result of a Tax Event.

     "Administrative  Trustees"  means,  in respect of any  Issuer  Trust,  each
Person identified as an "Administrative Trustee" in the related Trust Agreement,
solely in such Person's capacity as Administrative  Trustee of such Issuer Trust
under such Trust Agreement and not in such Person's individual capacity,  or any
successor administrative trustee appointed as therein provided.

     "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.

     "Agent Member" means any member of, or participant in, the
Depositary.




<PAGE>


     "Allocable  Amounts,"  when used with  respect to any  Senior  Subordinated
Indebtedness of the Corporation  means the amount necessary to pay all principal
of (and  premium,  if any) and  interest,  if any, on such  Senior  Subordinated
Indebtedness  of the  Corporation,  in full less, if applicable,  any portion of
such amounts which would have been paid to, and retained by, the holders of such
Senior Subordinated Indebtedness (whether as a result of the receipt of payments
by the holders of such Senior Subordinated  Indebtedness from the Corporation or
any other  obligor  thereon or from any  holders  of, or trustee in respect  of,
other  indebtedness  that is subordinate  and junior in right of payment to such
Senior Subordinated  Indebtedness pursuant to any provision of such indebtedness
for the payment over of amounts received on account of such  indebtedness to the
holders of such  Senior  Subordinated  Indebtedness)  but for the fact that such
Senior Subordinated Indebtedness is subordinate or junior in right of payment to
trade accounts payable or accrued  liabilities arising in the ordinary course of
business.

     "Applicable  Procedures" means, with respect to any transfer or transaction
involving  a Global  Security  or  beneficial  interest  therein,  the rules and
procedures  of the  Depositary  for such  Security,  in each case to the  extent
applicable to such transaction and as in effect from time to time.

     "Authenticating  Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to  authenticate  Securities  of
one or more series.

     "Bankruptcy Code" means Title 11 of the United States Code or any successor
statute thereto, in each case as amended from time to time.

     "Board of Directors" means the board of directors of the Corporation or the
Executive  Committee of the board of directors of the  Corporation (or any other
committee  of the  board of  directors  of the  Corporation  performing  similar
functions)  or  a  committee  designated  by  the  board  of  directors  of  the
Corporation (or such  committee),  comprised of two or more members of the board
of  directors  or  officers,  or both,  of the  Corporation  in each case as the
context requires.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an Assistant  Secretary of the  Corporation  to have been duly adopted by the
Board of Directors,  or officers of the Corporation to which authority to act on
behalf of the Board of Directors has been delegated, and to be in full force and
effect on the date of such certification, and delivered to the Trustee.



<PAGE>



     "Business  Day" means any day other than (i) a Saturday  or Sunday,  (ii) a
day on which  banking  institutions  in the City of New York are  authorized  or
required by law or  executive  order to remain  closed or (c) a day on which the
Corporate  Trust Office of the Trustee,  or, with respect to the Securities of a
series  initially  issued to an Issuer Trust for so long as such  Securities are
held by such  Issuer  Trust,  the  "Corporate  Trust  Office" (as defined in the
related  Trust  Agreement)  of the  Property  Trustee  under the  related  Trust
Agreement, is closed for business.

     "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 on such date.

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

     "Common Stock" means the common stock of the Corporation.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered.

     "Corporation"  includes  a  corporation,   association,   company,  limited
liability company, joint-stock company or business trust.

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

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

     "Debt" means,  with respect to any Person,  whether recourse is to all or a
portion of the assets of such Person and whether or not  contingent  and without
duplication,  (i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments,  including  obligations incurred in connection with the acquisition
of property, assets or businesses;  (iii) every reimbursement obligation of such
Person  with  respect  to letters of  credit,  bankers'  acceptances  or similar
facilities issued for the account of such Person;  (iv) every obligation of such
Person issued or assumed as the deferred  purchase price of property or services
(but


<PAGE>


excluding trade accounts payable or accrued  liabilities arising in the ordinary
course of business); (v) every capital lease obligation of such Person; (vi) all
indebtedness  of the  Corporation,  whether  incurred on or prior to the date of
this  Indenture  or  thereafter  incurred,  for claims in respect of  derivative
products,  including  interest rate, foreign exchange rate and commodity forward
contracts,  options  and  swaps  and  similar  arrangements;   and  (vii)  every
obligation of the type referred to in clauses (i) through (vi) of another Person
and all dividends of another Person the payment of which,  in either case,  such
Person has guaranteed or is  responsible or liable for,  directly or indirectly,
as obligor or otherwise.

     "Defaulted Interest" has the meaning specified in Section 3.8.

     "Delaware  Trustee"  means,  with respect to any Issuer  Trust,  the Person
identified as the "Delaware  Trustee" in the related Trust Agreement,  solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and  not in its  individual  capacity,  or its  successor  in  interest  in such
capacity, or any successor Delaware trustee appointed as therein provided.

     "Depositary"  means,  with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities,  the
Person designated as Depositary by the Corporation  pursuant to Section 3.1 with
respect to such series (or any successor thereto).

     "Discount  Security"  means any security  that  provides for an amount less
than the principal  amount  thereof to be due and payable upon a declaration  of
acceleration of the Maturity thereof pursuant to Section 5.2.

    "Distributions,"  with respect to the Trust  Securities  issued by an Issuer
Trust,  means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as "Distributions."

     "Dollar" or "$" means the currency of the United States of America that, as
at the time of  payment,  is legal  tender for the payment of public and private
debts.

     "Event of Default," unless otherwise  specified with respect to a series of
Securities as contemplated by Section 3.1, has the meaning  specified in Article
V.


<PAGE>


     "Exchange  Act" means the  Securities  Exchange  Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 1.4.

     "Extension Period" has the meaning specified in Section 3.12.

     "Global  Security"  means a Security in the form  prescribed in Section 2.4
evidencing  all or part of a series of  Securities,  issued to the Depositary or
its nominee for such series,  and  registered in the name of such  Depositary or
its nominee.

     "Guarantee  Agreement"  means,  with  respect  to  any  Issuer  Trust,  the
Guarantee  Agreement  executed by the Corporation for the benefit of the Holders
of the Trust  Preferred  Securities  issued by such  Issuer  Trust as  modified,
amended or supplemented from time to time.

     "Holder" means a Person in whose name a Security is registered
in the Securities 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 each  particular  series  of  Securities  established  as
contemplated by Section 3.1.

     "Interest Payment Date" means, as to each series of Securities,  the Stated
Maturity of an installment of interest on such Securities.

     "Investment  Company Act" means the  Investment  Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

     "Issuer Trust" has the meaning specified in the first recital
of this Indenture.

     "Maturity"  when used with respect to any Security  means the date on which
the principal of such Security or any  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.
     "Notice of Default" means a written notice of the kind
specified in Section 6.2.




<PAGE>


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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Corporation or any Affiliate of the Corporation.

     "Original Issue Date" means the date of issuance  specified as such in each
Security.

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

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

          (b)  Securities  for whose payment  money in the necessary  amount has
been theretofore deposited with the Trustee or any Paying Agent in trust for the
Holders of such Securities; and

          (c)  Securities  in  substitution  for  or  in  lieu  of  which  other
Securities have been authenticated and delivered or that have been paid pursuant
to Section 3.7,  unless proof  satisfactory to the Trustee is presented that any
such  Securities  are held by Holders in whose hands such  Securities are valid,
binding and legal obligations of the Corporation;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal  amount of  Outstanding  Securities  have given any  request,  demand,
authorization,  direction, notice, consent or waiver hereunder, Securities owned
by the  Corporation or any other obligor upon the Securities or any Affiliate of
the  Corporation or such other obligor shall be disregarded and deemed not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent or waiver,  only  Securities that the Trustee knows to be so owned shall
be so disregarded.  Securities so owned that 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  Corporation  or any other obligor upon the Securities or
any Affiliate of the Corporation or such other obligor. Upon the written request
of the  Trustee,  the  Corporation  shall  furnish to the  Trustee  promptly  an
Officers'  Certificate listing and identifying all Securities,  if any, known by
the Corporation to be owned or held by or for the account of the Corporation, or
any other obligor on the Securities or any Affiliate of the  Corporation or such
obligor,  and subject to the  provisions  of Section 6.1,  the Trustee  shall be
entitled to accept such  Officers'  Certificate  as  conclusive  evidence of the
facts therein set forth and of the fact that all  Securities  not listed therein
are  Outstanding  for the  purpose  of any such  determination.  Notwithstanding
anything herein


<PAGE>


to the contrary,  Securities of any series  initially  issued to an Issuer Trust
that  are  owned  by  such  Issuer  Trust  shall  be  deemed  to be  Outstanding
notwithstanding  the  ownership  by  the  Corporation  or an  Affiliate  of  any
beneficial interest in such Issuer Trust.

     "Paying  Agent"  means  the  Trustee  or  any  Person   authorized  by  the
Corporation  to pay the  principal  of (or  premium,  if any) or interest on, or
other amounts in respect of, any Securities on behalf of the Corporation.

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

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of (and premium, if any) and interest on the
Securities of such series are payable pursuant to 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.  For  the  purposes  of  this  definition,   any  security
authenticated and delivered under Section 3.7 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.

     "Proceeding" has the meaning specified in Section 13.2.

     "Property  Trustee"  means,  with respect to any Issuer  Trust,  the Person
identified as the "Property  Trustee" in the related Trust Agreement,  solely in
its capacity as Property Trustee of such Issuer Trust under such Trust Agreement
and  not in its  individual  capacity,  or its  successor  in  interest  in such
capacity, or any successor Property Trustee appointed as therein provided.

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the  Securities of a series  means,  unless  otherwise  provided
pursuant to Section 3.1 with respect to Securities of such series, the date that
is 15 days next preceding such Interest  Payment Date (whether or not a Business
Day).



<PAGE>


     "Responsible  Officer,"  when used with respect to the  Trustee,  means the
chairman or any  vice-chairman  of the board of  directors,  the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee,  the president,  any vice president,  the secretary, any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier,  any trust officer or assistant trust officer, the controller
or any  assistant  controller  or any other  officer of the Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means,  with respect to a particular  corporate  trust matter,
any other  officer to whom such matter is referred  because of his  knowledge of
and familiarity with the particular subject.

     "Rights Plan" means a plan of the Corporation providing for the issuance by
the  Corporation  to all  holders of its Common  Stock of rights  entitling  the
holders  thereof to subscribe  for or purchase  shares of any class or series of
capital stock of the  Corporation  which rights (i) are deemed to be transferred
with such  shares of such  Common  Stock and (ii) are also  issued in respect of
future  issuances of such Common Stock,  in each case until the  occurrence of a
specified event or events.

     "Securities" or "Security"  means any debt securities or debt security,  as
the case may be, authenticated and delivered under this Indenture.

     "Securities Act" means the Securities Act of 1933 or any successor  statute
thereto, in each case as amended from time to time.

     "Securities  Register"  and  "Securities  Registrar"  have  the  respective
meanings specified in Section 3.6.

     "Senior  Debt" of the  Corporation  means (i)  Senior  Indebtedness  of the
Corporation  (but  excluding  trade  accounts  payable and  accrued  liabilities
arising in the ordinary  course of business) and (ii) the  Allocable  Amounts of
Senior Subordinated Indebtedness of the Corporation.

     "Senior  Indebtedness"  means  any  obligation  of the  Corporation  to its
creditors,  whether now  outstanding or  subsequently  incurred,  other than any
obligation as to which, in the instrument  creating or evidencing the obligation
or pursuant to which the  obligation  is  outstanding,  it is provided that such
obligation  is not Senior  Indebtedness.  Senior  Indebtedness  does not include
Senior Subordinated Indebtedness or the Securities.


     "Senior Subordinated  Indebtedness" means any obligation of the Corporation
to its creditors,  whether now outstanding or subsequently  incurred,  where the
instrument  creating  or  evidencing  the  obligation  or  pursuant to which the
obligation is outstanding provides that it is subordinate and junior in right of
payment to Senior Indebtedness.




<PAGE>


     "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 premium, if any) or interest (including any
Additional Interest) thereon,  means the date specified pursuant to the terms of
such  Security as the fixed date on which the principal of such Security or such
installment  of  principal  (or  premium,  if any) or  interest  (including  any
Additional  Interest) is due and  payable,  as such date may, in the case of the
stated  maturity of the principal on any  security,  be shortened or extended as
provided  pursuant to the terms of such Security and this  Indenture and, in the
case of any installment of interest, subject to the deferral of any such date in
the case of any Extension Period.

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

     "Successor Security" of any particular Security means every Security issued
after,  and  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 3.7 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.

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

     "Trust  Agreement"  means,  with  respect  to any Issuer  Trust,  the trust
agreement or other governing instrument of such Issuer Trust.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this  Indenture,  solely  in its  capacity  as such  and  not in its  individual
capacity,  until a successor  Trustee  shall have  become  such  pursuant to the
applicable provisions of this Indenture,  and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person,  "Trustee" as used with respect to the  Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and
as in effect on the date as of this  Indenture,  except as  provided  in Section
9.5.

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

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

     "Vice  President"  means any duly appointed vice president,  whether or not
designated  by a number or a word or words added before or after the title "vice
president," of the Corporation.

     SECTION 1.2.  Compliance Certificate and Opinions.

     Upon any  application or request by the  Corporation to the Trustee to take
any action under any provision of this Indenture,  the Corporation shall furnish
to the Trustee an Officers'  Certificate  stating that all conditions  precedent
(including covenants  compliance with which constitutes a condition  precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied  with and an  Opinion of Counsel  stating  that in the  opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitutes a condition 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 (other than the  certificates  provided
pursuant to Section 10.4) shall include:

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

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

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

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

     SECTION 1.3.  Forms 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  Corporation 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 matters upon which his or her  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 Corporation  stating that the
information  with respect to such factual  matters is in the  possession  of the
Corporation  unless such counsel  knows,  or in the exercise of reasonable  care
should know, that the certificate or opinion or representations  with respect to
such matters are erroneous.

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

     SECTION 1.4.  Acts of Holders.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other  action  provided by this  Indenture to be given to or taken by Holders
may be embodied in and  evidenced by one or more  instruments  of  substantially
similar tenor signed by such Holders in person or by an agent duly  appointed in
writing;  and, except as herein otherwise expressly provided,  such action shall
become  effective when such instrument or instruments is or are delivered to the
Trustee,  and, where it is hereby expressly required,  to the Corporation.  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 Corporation 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
the certificate of any 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 or  her  the  execution  thereof.  Where  such
execution is by a Person  acting in other than his or her  individual  capacity,
such  certificate or affidavit shall also constitute  sufficient proof of his or
her authority.

     (c) The fact and date of the execution by any Person of any such instrument
or writing,  or the  authority  of the Person  executing  the same,  may also be
proved in any other manner that the Trustee deems  sufficient  and in accordance
with such reasonable rules as the Trustee may determine.

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

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

    (f) The  Corporation  may set any day as a record  date for the  purpose  of
determining  the Holders of  Outstanding  Securities  of any series  entitled to
give,  make or take  any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action  provided or permitted by this  Indenture to be
given, made or taken by Holders of Securities of such series,  provided that the
Corporation  may not set a record date for, and the provisions of this paragraph
shall  not  apply  with  respect  to,  the  giving  or  making  of  any  notice,
declaration,  request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities  of the relevant  series on such record date,  and no other  Holders,
shall be  entitled  to take the  relevant  action,  whether or not such  Holders
remain  Holders  after such record date,  provided  that no such action shall be
effective  hereunder unless taken on or prior to the applicable  Expiration Date
(as defined below) by Holders of the requisite  principal  amount of Outstanding
Securities of such series on such record date.  Nothing in this paragraph  shall
be construed to prevent the  Corporation  from setting a new record date for any
action  for  which a  record  date has  previously  been  set  pursuant  to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be  cancelled  and of no  effect),  and  nothing in this
paragraph  shall be construed to render  ineffective any action taken by Holders
of the  requisite  principal  amount of  Outstanding  Securities of the relevant
series on the date such action is taken.  Promptly  after any record date is set
pursuant to this paragraph,  the  Corporation,  at its own expense,  shall cause
notice of such record date,  the proposed  action by Holders and the  applicable
Expiration  Date to be given to the  Trustee  in writing  and to each  Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

     The Trustee may set any day as a record date for the purpose of determining
the  Holders of  Outstanding  Securities  of any series  entitled to join in the
giving  or  making  of (i) any  Notice  of  Default,  (ii)  any  declaration  of
acceleration  referred  to in  Section  5.2,  (iii)  any  request  to  institute
proceedings  referred to in Section 5.7(b) or (iv) any direction  referred to in
Section 5.12,  in each case with respect to  Securities  of such series.  If any
record  date is set  pursuant  to this  paragraph,  the  Holders of  Outstanding
Securities of such series on such record date,  and no other  Holders,  shall be
entitled to join in such notice, declaration,  request or direction,  whether or
not such Holders  remain  Holders after such record date,  provided that no such
action shall be effective  hereunder  unless taken on or prior to the applicable
Expiration  Date by Holders of the  requisite  principal  amount of  Outstanding
Securities of such series on such record date.  Nothing in this paragraph  shall
be  construed  to prevent  the  Trustee  from  setting a new record date for any
action  for  which a  record  date has  previously  been  set  pursuant  to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be  cancelled  and of no  effect),  and  nothing in this
paragraph  shall be construed to render  ineffective any action taken by Holders
of the  requisite  principal  amount of  Outstanding  Securities of the relevant
series on the date such action is taken.  Promptly  after any record date is set
pursuant to this paragraph,  the Trustee,  at the Corporation's  expense,  shall
cause  notice of such  record  date,  the  proposed  action by  Holders  and the
applicable Expiration Date to be given to the Corporation in writing and to each
Holder of Securities  of the relevant  series in the manner set forth in Section
1.6.

     With  respect to any record date set  pursuant to this  Section,  the party
that sets such record date may  designate any day as the  "Expiration  Date" and
from time to time may change the  Expiration  Date to any  earlier or later day,
provided  that no such change shall be effective  unless  notice of the proposed
new Expiration  Date is given to the other party hereto in writing,  and to each
Holder of Securities  of the relevant  series in the manner set forth in Section
1.6, on or prior to the existing  Expiration  Date. If an Expiration Date is not
designated  with  respect to any record date set pursuant to this  Section,  the
party  hereto  that set such  record  date  shall be  deemed  to have  initially
designated  the 180th day after such  record  date as the  Expiration  Date with
respect thereto,  subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding  the foregoing,  no Expiration Date shall be
later than the 180th day after the applicable record date.

     (g) Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal  amount of such Security or by one or more duly
appointed  agents  each of which may do so  pursuant  to such  appointment  with
regard to all or any part of such principal amount.
     SECTION 1.5.  Notices, Etc. to the Trustee and the
Corporation.

     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,

          (a)  the  Trustee  by  any  Holder,  any  holder  of  Trust  Preferred
Securities or the Corporation shall be sufficient for every purpose hereunder if
made,  given,  furnished  or filed in  writing  to or with  the  Trustee  at its
Corporate Trust Office, or

          (b) the Corporation by the Trustee,  any Holder or any holder of Trust
Preferred  Securities shall be sufficient for every purpose (except as otherwise
provided  in Section  6.2)  hereunder  if in writing and  mailed,  first  class,
postage  prepaid,  to the  Corporation  addressed  to it at the  address  of its
principal  office  specified  adjacent to the  Corporation's  signature  to this
instrument  or at any other  address  previously  furnished  in  writing  to the
Trustee by the Corporation.

     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 the  address of such  Holder as it appears in the  Securities
Register,  not later than the latest  date,  and not earlier  than the  earliest
date,  prescribed for the giving of such notice. If, by reason of the suspension
of or  irregularities  in regular mail service or for any other reason, it shall
be impossible or  impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture or of
the  relevant  Securities,  then any  manner of giving  such  notice as shall be
satisfactory  to the Trustee  shall be deemed to be a sufficient  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.

     SECTION 1.7.  Conflict with Trust Indenture Act.

     If any provision of this Indenture limits,  qualifies or conflicts with the
duties  imposed  by  any of  Sections  310 to  and  including  317 of the  Trust
Indenture Act through  operation of Section 318(c) thereof,  such imposed duties
shall  control.  If any  provision  of this  Indenture  modifies or excludes any
provision of the Trust  Indenture Act which may be so modified or excluded,  the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.

     SECTION 1.8.  Effect of Headings and Table of Contents.

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

     SECTION 1.9.  Successors and Assigns.

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

     SECTION 1.10.  Separability Clause.

     If 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  and
assigns,  the holders of Senior Debt, the Holders of the Securities  and, to the
extent  expressly  provided in Sections 5.1, 5.2, 5.8, 5.9, 5.11,  5.13, 9.1 and
9.2,  the  holders of Trust  Preferred  Securities,  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 IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 1.13.  Non-Business Days.

     If any Interest  Payment Date,  Redemption  Date or Stated  Maturity of any
Security shall not be a Business Day, then  (notwithstanding any other provision
of this  Indenture  or the  Securities)  payment of interest or  principal  (and
premium,  if any) or other  amounts in respect of such Security need not be made
on such  date,  but may be made on the  next  succeeding  Business  Day  (and no
interest  shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date,  Redemption Date or Stated
Maturity,  as the case may be, until such next  succeeding  Business Day) except
that,  if such Business Day falls 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 the  Interest  Payment  Date or
Redemption Date or at the Stated Maturity).



<PAGE>


                         ARTICLE II

                       SECURITY FORMS

     SECTION 2.1.  Forms Generally.

     The   Securities   of  each  series  and  the  Trustee's   certificate   of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms 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  applicable  tax
laws or the rules of any securities exchange or as may,  consistently  herewith,
be determined by the officers  executing such securities,  as evidenced by their
execution  of the  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 Corporation and delivered to the Trustee at or prior
to the  delivery  of the  Corporation  Order  contemplated  by Section  3.3 with
respect to the authentication and delivery of such Securities.

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




<PAGE>


     SECTION 2.2.  Form of Face of Security.

            SOUTH CAROLINA ELECTRIC & GAS COMPANY
                      [TITLE OF SECURITY]
                                                 CUSIP NO.

No.              $

     SOUTH CAROLINA ELECTRIC & GAS COMPANY, a corporation organized and existing
under the laws of South Carolina  (hereinafter  called the "Corporation,"  which
term includes any successor Person under the Indenture hereinafter referred to),
for value  received,  hereby promises to pay to  _______________,  or registered
assigns,  the  principal sum of  __________  Dollars on  __________  __, [if the
Security is a Global  Security,  then  insert,  if  applicable--,  or such other
principal  amount  represented  hereby as may be set forth in the records of the
Securities Registrar  hereinafter referred to in accordance with the Indenture].
The  Corporation  further  promises to pay interest on said  principal  sum from
_______________________,  or from the most recent Interest Payment Date to which
interest   has  been  paid  or  duly   provided   for,   [monthly]   [quarterly]
[semi-annually]  [if  applicable,  insert--  (subject  to  deferral as set forth
herein)] in arrears on [insert applicable  Interest Payment Dates] of each year,
commencing
                      , at the rate of       % per annum, [if
applicable insert--together with Additional Sums, if any, as provided in Section
10.6 of the Indenture]  until the principal  hereof is paid or duly provided for
or made  available  for payment  [if  applicable,  insert-- ; provided  that any
overdue  principal,  premium or Additional  Sums and any overdue  installment of
interest shall bear  Additional  Interest at the rate of ________% per annum (to
the extent  that the  payment of such  interest  shall be legally  enforceable),
compounded [monthly]  [quarterly]  [semi-annually],  from the dates such amounts
are due until they are paid or made  available  for payment,  and such  interest
shall be payable on demand].  The amount of interest payable for any period less
than a full interest period shall be computed on the basis of a 360- day year of
twelve  30-day  months and the actual  days  elapsed in a partial  month in such
period.  The amount of interest  payable for any full  interest  period shall be
computed by dividing the  applicable  rate per annum by  [twelve/four/two].  The
interest 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) is registered at the
close of business on the regular  record date (the  "Regular  Record  Date") for
such  interest  installment  [if  applicable   insert--,   which  shall  be  the
[____________ or ____________]  (whether or not a Business Day), as the case may
be, next  preceding  such  Interest  Payment  Date].  Any such  interest  not so
punctually  paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor  Securities) is registered at the
close of  business on a Special  Record  Date for the payment of such  Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities  of this series not less than ten days prior to such  Special  Record
Date, or be paid at any


<PAGE>


time in any other lawful manner not  inconsistent  with the  requirements of any
securities  exchange on which the  Securities of this series may be listed,  and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

    [If  applicable,  insert--So long as no Event of Default has occurred and is
continuing, the Corporation shall have the right, at any time during the term of
this  Security,  from  time to time to defer the  payment  of  interest  on this
Security for up to [_______]  consecutive  [monthly]  [quarterly]  [semi-annual]
interest  payment  periods  with  respect  to  each  deferral  period  (each  an
"Extension Period") [If applicable, insert--, during which Extension Periods the
Corporation  shall have the right to make  partial  payments  of interest on any
Interest  Payment Date, and] at the end of which the  Corporation  shall pay all
interest then accrued and unpaid including any Additional Interest,  as provided
below;  provided,  however,  that no Extension  Period  shall extend  beyond the
Stated  Maturity of the  principal of this  Security [If Stated  Maturity can be
shortened  or  extended,  insert--,  as then in effect,]  and no such  Extension
Period may end on a date  other  than an  Interest  Payment  Date.  Prior to the
termination of any such Extension Period,  the Corporation may further defer the
payment  of  interest,  provided  that  no  Extension  Period  shall  exceed  --
consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend
beyond the Stated  Maturity of the  principal of this  Security or end on a date
other than an Interest  Payment Date. Upon the termination of any such Extension
Period  and  upon  the  payment  of all  accrued  and  unpaid  interest  and any
Additional  Interest then due on any Interest  Payment Date, the Corporation may
elect to begin a new  Extension  Period,  subject  to the above  conditions.  No
interest shall be due and payable during an Extension Period,  except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension shall bear Additional Interest (to the extent that
the payment of such interest shall be legally  enforceable) at the rate of ____%
per annum,  compounded [monthly]  [quarterly]  [semi-annually] and calculated as
set  forth in the  first  paragraph  of this  Security,  from the dates on which
amounts would  otherwise  have been due and payable until paid or made available
for  payment.  The  Corporation  shall give the Holder of this  Security and the
Trustee  notice  of its  election  to begin  any  Extension  Period at least one
Business  Day  prior  to the  next  succeeding  Interest  Payment  Date on which
interest on this Security would be payable but for such deferral [if applicable,
insert--or  so long as such  Securities  are held by [insert name of  applicable
Issuer  Trust],  at least one  Business Day prior to the earlier of (i) the next
succeeding date on which Distributions on the Trust Preferred Securities of such
Issuer  Trust would be payable but for such  deferral and (ii) the date on which
the  Property  Trustee of such  Issuer  Trust is  required to give notice to any
securities  exchange  or other  applicable  self-regulatory  organization  or to
holders of such Trust  Preferred  Securities of the record date or the date such
Distributions are payable].




<PAGE>


     Payment of the  principal  of (and  premium,  if any) and  interest on this
Security will be made at the office or agency of the Corporation  maintained for
that purpose in the [insert  Place of Payment],  in such coin or currency of the
United  States of America as at the time of payment is legal  tender for payment
of public and private debts [if applicable, insert--; provided, however, that at
the  option of the  Corporation  payment  of  interest  may be made (i) by check
mailed to the  address of the Person  entitled  thereto  as such  address  shall
appear  in the  Securities  Register  or (ii) by wire  transfer  in  immediately
available  funds at such place and to such account as may be  designated  by the
Person entitled thereto as specified in the Securities Register].

     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  Debt,  and  this  Security  is  issued  subject  to the
provisions of the Indenture with respect thereto.  Each Holder of this Security,
by accepting the same, (i) agrees to and shall be bound by such provisions, (ii)
authorizes  and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the  subordination so provided and
(iii)  appoints  the  Trustee his or her  attorney-in-fact  for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the  subordination  provisions  contained herein and in the
Indenture  by each holder of Senior  Indebtedness,  whether now  outstanding  or
hereafter  incurred,   and  waives  reliance  by  each  such  holder  upon  said
provisions.

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

    Unless the  certificate  of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

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

                 SOUTH CAROLINA ELECTRIC & GAS COMPANY

                By:
                Name:
                Title:


Attest:

- ----------------------------------
[Secretary or Assistant Secretary]



<PAGE>



     SECTION 2.3.  Form of Reverse of Security.

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Corporation (herein called the "Securities"),  issued and to be issued in one or
more series  under the Junior  Subordinated  Indenture,  dated as of October 28,
1997 (herein called the "Indenture"), between the Corporation and
               , as Trustee  (herein called the  "Trustee,"  which term includes
any  successor  trustee  under  the  Indenture),  to  which  Indenture  and  all
indentures  supplemental thereto reference is hereby made for a statement of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the Corporation,  the Trustee, the holders of Senior Debt and the Holders of the
Securities,  and of the terms  upon  which the  Securities  are,  and are to be,
authenticated  and delivered.  This Security is one of the series  designated on
the face hereof [if applicable,  insert--, limited in aggregate principal amount
to $ ].


    All terms  used in this  Security  that are  defined  in the  Indenture  [if
applicable,  insert--or in the Amended and Restated Trust Agreement, dated as of
October 28, 1997 (as modified,  amended or  supplemented  from time to time, the
"Trust  Agreement"),  relating to [insert  name of Issuer  Trust]  (the  "Issuer
Trust") among the Corporation,  as Depositor, the Trustees named therein and the
Holders from time to time of the Trust Securities issued pursuant thereto, shall
have the meanings  assigned to them in the Indenture [if applicable,  insert--or
the Trust Agreement, as the case may be].

     [If applicable,  insert--The Corporation may at any time, at its option, on
or after _________,  ____, and subject to the terms and conditions of Article XI
of the Indenture, redeem this Security in whole at any time or in part from time
to time, at the following  Redemption  Prices  (expressed as  percentages of the
principal amount hereof): If redeemed during the 12-month period beginning
-------------,

             Redemption
            Year      Price

and  thereafter  at a  Redemption  Price equal to 100% of the  principal  amount
hereof, together, in the case of any such redemption,  with accrued interest [if
applicable,  insert--,  including any Additional Interest,] to but excluding the
date fixed for redemption.]

     [If  applicable,  insert--In  addition,  upon the occurrence and during the
continuation of a Tax Event in respect of the Issuer Trust, the Corporation may,
at its  option,  at any time  within 90 days of the  occurrence  and  during the
continuation  of such Tax Event redeem this Security,  in whole but not in part,
subject  to the  terms and  conditions  of  Article  XI of the  Indenture,  at a
redemption price equal to [insert formula]].



<PAGE>


     [If the Security is subject to  redemption  of any kind,  insert- - -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.]

     The Indenture  contains  provisions for  satisfaction  and discharge of the
entire  indebtedness of this Security upon  compliance by the  Corporation  with
certain conditions set forth in the Indenture.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
Corporation  and the Trustee at any time to enter into a supplemental  indenture
or  indentures  for the  purpose  of  modifying  in any  manner  the  rights and
obligations of the Corporation  and of the Holders of the  Securities,  with the
consent of the  Holders of not less than a majority in  principal  amount of the
Outstanding  Securities  of each  series  to be  affected  by such  supplemental
indenture.   The  Indenture  also  contains  provisions  permitting  Holders  of
specified  percentages  in principal  amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Corporation with certain  provisions of the Indenture
and certain past defaults under the Indenture and their  consequences.  Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon  such  Holder  and upon all  future  Holders  of this  Security  and of any
Security issued upon the  registration of transfer hereof or in exchange herefor
or in lieu  hereof,  whether or not  notation of such  consent or waiver is made
upon this Security.

     [If the  Security is not a Discount  Security,  insert--As  provided in and
subject to the provisions of the Indenture,  if an Event of Default with respect
to  the  Securities  of  this  series  at the  time  Outstanding  occurs  and is
continuing,  then and in every such case the  Trustee or the Holders of not less
than 25% in aggregate  principal  amount of the  Outstanding  Securities of this
series may declare the principal  amount of all the Securities of this series to
be due and payable  immediately,  by a notice in writing to the Corporation (and
to the Trustee if given by Holders) [if applicable,  insert--, provided that, if
upon an Event of  Default,  the  Trustee or such  Holders  fail to  declare  the
principal of all the Outstanding Securities of this series to be immediately due
and payable, the holders of at least 25% in aggregate  Liquidation Amount of the
Trust Preferred  Securities then  Outstanding  shall have the right to make such
declaration by a notice in writing to the Corporation and the Trustee]; and upon
any such declaration the principal amount of and the accrued interest (including
any  Additional  Interest)  on all the  Securities  of this series  shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Securities shall remain subordinated
to the extent provided in Article XIII of the Indenture.]



<PAGE>


     [If the Security is a Discount Security, insert--As provided in and subject
to the provisions of the  Indenture,  if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every  such  case the  Trustee  or the  Holders  of not less  than 25% in
aggregate  principal  amount of the  Outstanding  Securities  of this series may
declare an amount of  principal of the  Securities  of this series to be due and
payable  immediately,  by a notice in  writing  to the  Corporation  (and to the
Trustee if given by Holders) [if applicable, insert--, provided that, if upon an
Event of Default,  the Trustee or such Holders  fail to declare  such  principal
amount of the  Outstanding  Securities of this series to be immediately  due and
payable,  the  holders of at least 25% in  aggregate  Liquidation  Amount of the
Trust Preferred  Securities then  Outstanding  shall have the right to make such
declaration  by a notice in writing to the  Corporation  and the  Trustee].  The
principal  amount  payable  upon  such  acceleration  shall be equal  to--insert
formula for determining the amount].  Upon any such declaration,  such amount of
the principal of and the accrued interest (including any Additional Interest) on
all the  Securities  of this series  shall become  immediately  due and payable,
provided  that  the  payment  of such  principal  and  interest  (including  any
Additional  Interest)  on  all  the  Securities  of  this  series  shall  remain
subordinated  to the extent  provided  in Article  XIII of the  Indenture.  Upon
payment (i) of the amount of  principal  so declared due and payable and (ii) of
interest on any overdue  principal,  premium and  interest  (in each case to the
extent that the payment of such interest shall be legally  enforceable),  all of
the Corporation's  obligations in respect of the payment of the principal of and
premium and interest, if any, on this Security shall terminate.]

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation,  which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest  [insert if  applicable--including  any  Additional  Interest)] on this
Security  at the  times,  place and rate,  and in the coin or  currency,  herein
prescribed.


     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the  Corporation  maintained  under  Section 10.2 of the Indenture for
such  purpose,  duly  endorsed by, or  accompanied  by a written  instrument  of
transfer in form  satisfactory to the  Corporation and the Securities  Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.




<PAGE>


     The Securities of this series are issuable only in registered  form without
coupons  in  denominations  of $25 and any  integral  multiple  of $25 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth,  Securities  of this  series are  exchangeable  for a like  aggregate
principal  amount of  Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

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

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

     The  Corporation  and, by its  acceptance  of this Security or a beneficial
interest  herein,  the  Holder of, and any  Person  that  acquires a  beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.

     THIS SECURITY  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.

     SECTION 2.4.  Additional Provisions Required in Global
Security.

     Unless  otherwise  specified  as  contemplated  by Section  3.1, any Global
Security  issued  hereunder  shall,  in addition to the provisions  contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:

     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 MAY NOT BE
     TRANSFERRED  EXCEPT  AS A  WHOLE  BY THE  DEPOSITARY  TO A  NOMINEE  OF THE
     DEPOSITARY OR BY A NOMINEE OF THE  DEPOSITARY TO THE  DEPOSITARY OR ANOTHER
     NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
     THE INDENTURE.



<PAGE>


     SECTION 2.5.  Form of Trustee's Certificate of Authentication.

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

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

Dated:
                    THE BANK OF NEW YORK,
                    as Trustee

                    By: ___________________________________
                         Authorized Signatory


                        ARTICLE III

                       THE SECURITIES

     SECTION 3.1.  Title and Terms.

     The aggregate  principal amount of Securities that 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,  subject to Section 3.3,
set forth or determined in the manner  provided in an Officers'  Certificate  or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of a series:

          (a)  the  title  of  the  securities  of  such  series,   which  shall
distinguish the Securities of the series from all other Securities;

          (b) the limit,  if any,  upon the  aggregate  principal  amount of the
Securities of such series that may be  authenticated  and  delivered  under this
Indenture  (except for Securities  authenticated and delivered upon registration
of transfer  of, or in  exchange  for, or in lieu of,  other  Securities  of the
series  pursuant  to  Section  3.4,  3.6,  3.7,  9.6 or 11.6 and  except for any
Securities  that,  pursuant  to  Section  3.3,  are  deemed  never to have  been
authenticated and delivered hereunder);  provided,  however, that the authorized
aggregate  principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

          (c) the Person to whom any  interest on a Security of the series shall
be payable, if other than the Person in whose name that security (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest;

          (d) the Stated  Maturity or  Maturities  on which the principal of the
Securities of such series is payable or the method of determination  thereof and
any dates on which or circumstances  under which, the Corporation shall have the
right to extend or shorten such Stated Maturity or Maturities;

          (e) the rate or rates,  if any, at which the Securities of such series
shall bear  interest,  if any, the rate or rates and extent to which  Additional
Interest,  if any, shall be payable in respect of any Securities of such series,
the date or dates from which any such  interest  or  Additional  Interest  shall
accrue, the Interest Payment Dates on which such interest shall be payable,  the
right,  pursuant  to Section  3.12 or as  otherwise  set forth  therein,  of the
Corporation  to defer or extend an Interest  Payment Date and the Regular Record
Date for the  interest  payable on any  Interest  Payment  Date or the method by
which any of the foregoing shall be determined;

          (f) the place or places where the principal of (and  premium,  if any)
and interest  (including  any  Additional  Interest) on the  Securities  of such
series shall be payable, the place or places where the Securities of such series
may be presented for registration of transfer or exchange, any restrictions that
may be  applicable to any such transfer or exchange in addition to or in lieu of
those set forth herein and, if other than set forth in this Indenture, the place
or places where notices and demands to or upon the Corporation in respect of the
Securities of such series may be made;

        (g) the period or periods within or the date or dates on which,  if any,
the  price or  prices at which  and the  terms  and  conditions  upon  which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Corporation,  and if other than by a Board  Resolution,  the manner in which
any election by the Corporation to redeem such Securities shall be evidenced;

        (h) the obligation or the right,  if any, of the  Corporation to redeem,
repay or purchase the  Securities  of such series  pursuant to any sinking fund,
amortization or analogous provisions,  or at the option of a Holder thereof, and
the period or periods within which,  the price or prices at which,  the currency
or  currencies  (including  currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed,  repaid or
purchased, in whole or in part, pursuant to such obligation;

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

        (j) if other than  Dollars,  the currency or currencies  (including  any
currency  unit or units) in which the  principal  of (and  premium,  if any) and
interest and Additional Interest,  if any, on the Securities of the series shall
be payable,  or in which the Securities of the series shall be  denominated  and
the manner of determining the equivalent  thereof in Dollars for purposes of the
definition of Outstanding;


<PAGE>



        (k) the additions,  modifications or deletions, if any, in the Events of
Default or  covenants  of the  Corporation  set forth herein with respect to the
Securities of such series;

        (l) if other  than the  principal  amount  thereof,  the  portion of the
principal  amount of  Securities  of such  series  that  shall be  payable  upon
declaration of acceleration of the Maturity thereof;

        (m) if the  principal  amount  payable  at the  Stated  Maturity  of any
Securities  of the series will not be  determinable  as of any one or more dates
prior to the  Stated  Maturity,  the  amount  which  shall be  deemed  to be the
principal  amount  of such  Securities  as of any  such  date  for  any  purpose
thereunder or hereunder,  including the principal  amount thereof which shall be
due and payable upon any Maturity other than the Stated  Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated  Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

          (n) the additions or changes,  if any, to this  Indenture with respect
to the  Securities  of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

          (o) any index or indices used to  determine  the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

          (p) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more  Global  Securities  and, in such
case, the respective  Depositaries for such Global  Securities,  the form of any
legend or legends that shall be borne by any such Global Security in addition to
or in lieu of that set forth in Section 2.4 and any circumstances in addition to
or in lieu of those set forth in Section 3.6 in which any such  Global  Security
may be exchanged in whole or in part for Securities registered, and any transfer
of such Global  Security in whole or in part may be  registered,  in the name or
names of Persons other than the Depositary for such Global Security or a nominee
thereof;

          (q) the  appointment  of any Paying Agent or agents for the Securities
of such series;

          (r) the terms of any right to convert or exchange  Securities  of such
series  into any  other  securities  or  property  of the  Corporation,  and the
additions or changes,  if any, to this  Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange;

          (s) if such  Securities are to be issued to an Issuer Trust,  the form
or forms of the Trust Agreement and Guarantee Agreement relating thereto;

          (t) if other than as set forth herein, the relative degree, if any, to
which the  Securities  of the series  shall be senior to or be  subordinated  to
other  series of  Securities  in right of payment,  whether such other series of
Securities are Outstanding or not;

          (u) any addition to or change in the Events of Default  which  applies
to any  Securities  of the series and any change in the right of the  Trustee or
the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 5.2;

          (v) any addition to or change in the  covenants set forth in Article X
which applies to Securities of the series; and

          (w) any other  terms of the  Securities  of such series  (which  terms
shall not be  inconsistent  with the  provisions  of this  Indenture,  except as
permitted by Section 9.1(f)).
     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
such Officers' Certificate or in any indenture supplemental hereto.

     If any of the terms of the 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  Corporation  and
delivered  to  the  Trustee  at or  prior  to  the  delivery  of  the  Officers'
Certificate setting forth the terms of the series.

     The Securities  shall be subordinated in right of payment to Senior Debt as
provided in Article XIII.

     SECTION 3.2.  Denominations.

     The Securities of each series shall be in registered  form without  coupons
and shall be issuable in denominations of $25 and any integral multiple thereof,
unless otherwise specified as contemplated by Section 3.1.

     SECTION 3.3.  Execution, Authentication, Delivery and Dating.

     The  Securities  shall be  executed  on  behalf of the  Corporation  by its
Chairman of the Board,  its Chief Executive  Officer,  its President,  its Chief
Financial  Officer,  one of its Vice  Presidents  or its  Treasurer,  under  its
corporate seal reproduced or impressed  thereon and 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  Corporation  shall  bind  the
Corporation, 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 Corporation
may deliver  Securities of any series executed by the Corporation to the Trustee
for authentication, together with a Corporation Order for the authentication and
delivery of such  Securities and the Trustee in accordance  with the Corporation
Order shall authenticate and make available for delivery such Securities. If the
form or terms of the  Securities  of the  series  have  been  established  by 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,  and (subject to Section  6.1) shall be fully  protected in
relying upon, an Opinion of Counsel stating:

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

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

          (c) that such Securities,  when  authenticated  and made available for
delivery by the Trustee and issued by the  Corporation in the manner and subject
to any conditions  specified in such Opinion of Counsel,  will constitute  valid
and legally  binding  obligations  of the  Corporation,  subject to  bankruptcy,
insolvency, fraudulent transfer, reorganization,  moratorium and similar laws of
general applicability  relating to or affecting creditors' rights and to general
equity principles.  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 that is not reasonably acceptable to the Trustee.

     Notwithstanding  the  provisions  of  Section  3.1  and  of  the  preceding
paragraph,  if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required pursuant to Section 3.1 or the Corporation Order and Opinion of Counsel
otherwise  required  pursuant  to such  preceding  paragraph  at or prior to the
authentication  of each Security of such series if such  documents are delivered
at or prior to the  authentication  upon original issuance of the first Security
of such series to be issued.

     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 the  manual  signature  of one of its  authorized
officers,  and such certificate upon any Security shall be conclusive  evidence,
and the only  evidence,  that  such  Security  has been duly  authenticated  and
delivered hereunder.  Notwithstanding the foregoing,  if any Security shall have
been  authenticated  and  delivered  hereunder  but never issued and sold by the
Corporation and the  Corporation  shall deliver such Security to the Trustee for
cancellation  as  provided  in  Section  3.10,  then  for all  purposes  of this
Indenture  such Security  shall be deemed never to have been  authenticated  and
delivered  hereunder  and  shall  never  be  entitled  to the  benefits  of this
Indenture.

     SECTION 3.4.  Temporary Securities.

     Pending  the  preparation  of  definitive  Securities  of any  series,  the
Corporation  may  execute,   and  upon  Corporation   Order  the  Trustee  shall
authenticate  and make  available for delivery,  temporary  Securities  that are
printed, lithographed,  typewritten,  mimeographed or otherwise produced, in any
denomination,  substantially  of the tenor of the definitive  Securities of such
series in lieu of which they are issued  and with such  appropriate  insertions,
omissions,  substitutions  and other  variations as the officers  executing such
Securities may determine, as evidenced by their execution of such Securities.

     If temporary  Securities  of any series are issued,  the  Corporation  will
cause definitive  Securities of such series to be prepared without  unreasonable
delay. After the preparation of definitive Securities,  the temporary Securities
shall be exchangeable for definitive  Securities upon surrender of the temporary
Securities  at the  office  or  agency of the  Corporation  designated  for that
purpose without charge to the Holder. Upon surrender for cancellation of any one
or more  temporary  Securities,  the  Corporation  shall execute and the Trustee
shall  authenticate and make available for delivery in exchange  therefor one or
more  definitive  Securities of the same series of any authorized  denominations
having the same  Original  Issue Date and  Stated  Maturity  and having the same
terms as such temporary Securities. 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.  Global Securities.

     (a) Each Global Security issued under this Indenture shall be registered in
the  name of the  Depositary  designated  by the  Corporation  for  such  Global
Security or a nominee  thereof and  delivered  to such  Depositary  or a nominee
thereof or custodian therefor,  and each such Global Security shall constitute a
single Security for all purposes of this Indenture.

     (b)  Notwithstanding  any  other  provision  in this  Indenture,  no Global
Security may be exchanged in whole or in part for Securities registered,  and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the  Depositary  for such Global  Security or a nominee
thereof  unless (i) such  Depositary  advises the  Trustee in writing  that such
Depositary   is  no  longer   willing  or  able  to   properly   discharge   its
responsibilities  as  Depositary  with  respect to such Global  Security and the
Corporation  is unable to locate a  qualified  successor,  (ii) the  Corporation
executes  and  delivers  to the Trustee a  Corporation  Order  stating  that the
Corporation  elects to terminate the book-entry system through the Depositary or
(iii) there shall have occurred and be continuing an Event of Default.

     (c) If any Global  Security  is to be  exchanged  for other  Securities  or
cancelled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Securities Registrar for exchange or cancellation as provided
in this  Article  III.  If any  Global  Security  is to be  exchanged  for other
Securities  or cancelled in part,  or if another  Security is to be exchanged in
whole or in part for a beneficial  interest in any Global Security,  then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided  in this  Article III or (ii) the  principal  amount  thereof  shall be
reduced,  subject to Section  3.5(b),  or  increased  by an amount  equal to the
portion  thereof to be so  exchanged  or  cancelled,  or equal to the  principal
amount of such other  Security  to be so  exchanged  for a  beneficial  interest
therein,  as the case may be, by means of an appropriate  adjustment made on the
records of the Securities  Registrar,  whereupon the Trustee, in accordance with
the  Applicable  Procedures,  shall  instruct the  Depositary or its  authorized
representative to make a corresponding  adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the  Depositary,  accompanied by
registration  instructions,  the Trustee shall, subject to Section 3.5(b) and as
otherwise provided in this Article III,  authenticate and deliver any Securities
issuable  in  exchange  for such Global  Security  (or any  portion  thereof) in
accordance with the  instructions  of the  Depositary.  The Trustee shall not be
liable for any delay in delivery of such  instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.

     (d)  Every  Security  authenticated  and  delivered  upon  registration  of
transfer of, or in exchange for or in lieu of, a Global  Security or any portion
thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise,
shall be  authenticated  and  delivered  in the form of,  and shall be, a Global
Security,  unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

     (e)  Securities  distributed  to  holders  of  Book-Entry  Trust  Preferred
Securities (as defined in the applicable  Trust  Agreement) upon the dissolution
of an  Issuer  Trust  shall be  distributed  in the  form of one or more  Global
Securities  registered in the name of a Depositary or its nominee, and deposited
with the Securities  Registrar,  as custodian for such Depositary,  or with such
Depositary,  for credit by the  Depositary  to the  respective  accounts  of the
beneficial owners of the Securities  represented thereby (or such other accounts
as they may  direct).  Securities  distributed  to  holders  of Trust  Preferred
Securities other than Book-Entry Trust Preferred Securities upon the dissolution
of an Issuer  Trust shall not be issued in the form of a Global  Security or any
other form intended to facilitate  book-entry trading in beneficial interests in
such Securities.
     (f) The  Depositary  or its nominee,  as the  registered  owner of a Global
Security,  shall be the Holder of such Global  Security for all  purposes  under
this  Indenture  and the  Securities,  and owners of  beneficial  interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly,  any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records  maintained  by the  Depositary  or its  nominee  or its Agent  Members.
Neither the Trustee nor the  Securities  Registrar  shall have any  liability in
respect of any transfers effected by the Depositary.

     (g) The rights of owners of beneficial interests in a Global Security shall
be  exercised  only  through  the  Depositary  and  shall  be  limited  to those
established by law and agreements  between such owners and the Depositary and/or
its Agent Members.

     SECTION 3.6.  Registration, Transfer and Exchange Generally.

     The Corporation shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which,  subject to such  reasonable  regulations as it may
prescribe,  the Corporation shall provide for the registration of Securities and
of transfers of Securities. Such register is herein sometimes referred to as the
"Securities  Register." The Trustee is hereby appointed  "Securities  Registrar"
for the purpose of registering  Securities and transfers of Securities as herein
provided.

     Upon surrender for  registration of transfer of any Security at the offices
or agencies of the Corporation designated for that purpose the Corporation shall
execute, and the Trustee shall authenticate and make available for delivery,  in
the name of the designated transferee or transferees, one or more new Securities
of the same series of any authorized  denominations  of like tenor and aggregate
principal amount.

     At the  option  of  the  Holder,  Securities  may be  exchanged  for  other
Securities of the same series of any authorized denominations, of like tenor and
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 Corporation shall execute,  and the Trustee shall  authenticate and deliver,
the Securities that the Holder making the exchange is entitled to receive.

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

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

     No service charge shall be made to a Holder for any transfer or exchange of
Securities, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental  charge that may be imposed in connection with any
transfer or exchange of Securities.

     Neither the Corporation nor the Trustee shall be required,  pursuant to the
provisions of this Section,  (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 selection for  redemption of Securities of that series
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of  redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part,  except, in the case of
any  such  Security  to be  redeemed  in part,  any  portion  thereof  not to be
redeemed.

     SECTION 3.7.  Mutilated, Destroyed, Lost and Stolen
Securities.

     If any mutilated  Security is surrendered to the Trustee together with such
security or  indemnity as may be required by the  Corporation  or the Trustee to
save each of them harmless,  the Corporation shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a new Security
of the same series of like tenor and aggregate  principal amount,  and bearing a
number not contemporaneously outstanding.

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

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

     Upon the issuance of any new Security under this Section,  the  Corporation
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  issued  pursuant  to  this  Section  in  lieu  of any
destroyed,  lost or stolen  Security  shall  constitute  an original  additional
contractual obligation of the Corporation 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 the same series duly issued hereunder.

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

      SECTION 3.8.  Payment of Interest and Additional Interest;
Interest Rights Preserved.

     Interest  and  Additional  Interest  on any  Security of any series that is
payable,  and is punctually  paid or duly provided for, on any Interest  Payment
Date,  shall be paid to the Person in whose name that  Security  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest in respect of  Securities  of such series,  except
that, unless otherwise  provided in the Securities of such series,  interest and
any  Additional  Interest  payable on the Stated  Maturity of the principal of a
Security  shall be paid to the Person to whom  principal  is paid.  The  initial
payment of  interest  on any  Security  of any series  that is issued  between a
Regular  Record Date and the related  Interest  Payment Date shall be payable as
provided  in such  Security or in the Board  Resolution  pursuant to Section 3.1
with respect to the related series of Securities.

     Any  interest on any Security  that is due and  payable,  but is not timely
paid or duly provided for, on any Interest  Payment Date for  Securities of such
series (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Corporation, at
its election in each case, as provided in Clause (a) or (b) below:

          (a) The  Corporation  may  elect  to  make  payment  of any  Defaulted
Interest to the Persons in whose names the  Securities of such series in respect
of which interest is in default (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
Corporation  shall  notify the  Trustee  in  writing of the amount of  Defaulted
Interest  proposed  to be paid on each  Security  and the  date of the  proposed
payment,  and at the same time the Corporation shall deposit with the Trustee an
amount of money equal to the aggregate  amount proposed to be paid in respect of
such Defaulted  Interest or shall make arrangements  satisfactory to the Trustee
for such  deposit  prior to the date of the  proposed  payment,  such money when
deposited  to be held in trust for the benefit of the  Persons  entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted  Interest,  which shall be
not  more  than 15 days and not  less  than  ten  days  prior to the date of the
proposed  payment and not less than ten days after the receipt by the Trustee of
the notice of the  proposed  payment.  The  Trustee  shall  promptly  notify the
Corporation  of such Special  Record Date and, in the name and at the expense of
the  Corporation,  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 a Security  of such  series at the  address of such
Holder as it appears in the Securities  Register not less than ten days prior to
such Special Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Corporation,  cause a similar notice to be published at least
once in a  newspaper,  customarily  published  in the  English  language on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New  York,  but such  publication  shall  not be a  condition  precedent  to the
establishment  of such Special  Record Date.  Notice of the proposed  payment of
such Defaulted  Interest and the Special Record Date therefor having been mailed
as  aforesaid,  such  Defaulted  Interest  shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities)
are  registered  on such  Special  Record  Date and shall no  longer be  payable
pursuant to the following Clause (b).

          (b) The Corporation may make payment of any Defaulted  Interest in any
other lawful manner not  inconsistent  with the  requirements  of any securities
exchange on which the  Securities of the series in respect of which  interest is
in  default  may be listed  and,  upon such  notice as may be  required  by such
exchange (or by the Trustee if the Securities are not listed),  if, after notice
given by the Corporation to the Trustee of the proposed payment pursuant to this
Clause, such payment shall be deemed practicable by the Trustee.

     Subject  to  the  foregoing  provisions  of  this  Section,  each  Security
delivered under this Indenture upon 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, that were carried by such other Security.

     SECTION 3.9.  Persons Deemed Owners.

     The  Corporation,  the  Trustee  and any  agent of the  Corporation  or the
Trustee  shall 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
(subject  to  Section  3.8) any  interest  on such  Security  and for all  other
purposes  whatsoever,  whether or not such Security be overdue,  and neither the
Corporation or the Trustee nor any agent of the Corporation or the Trustee shall
be affected by notice to the contrary.

     No holder of any  beneficial  interest in any Global  Security  held on its
behalf by a Depositary  shall have any rights under this  Indenture with respect
to such Global Security,  and such Depositary may be treated by the Corporation,
the Trustee and any agent of the Corporation or the Trustee as the owner of such
Global  Security for all purposes  whatsoever.  Notwithstanding  the  foregoing,
nothing  herein shall prevent the  Corporation,  the Trustee or any agent of the
Corporation  or the  Trustee  from giving  effect to any written  certification,
proxy or other  authorization  furnished by a Depositary or impair, as between a
Depositary and such holders of beneficial interests,  the operation of customary
practices  governing  the  exercise  of the  rights  of the  Depositary  (or its
nominee) as Holder of any Security.

     SECTION 3.10.  Cancellation.

     All Securities  surrendered for payment,  redemption,  transfer or exchange
shall, if surrendered to any Person other than the Trustee,  be delivered to the
Trustee,  and any such  Securities  and Securities  surrendered  directly to the
Trustee for any such purpose shall be promptly  canceled by it. The  Corporation
may at  any  time  deliver  to  the  Trustee  for  cancellation  any  Securities
previously  authenticated and delivered  hereunder that the Corporation may have
acquired in any manner  whatsoever,  and all  Securities  so delivered  shall be
promptly  canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange  for any  Securities  canceled  as  provided in this  Section,
except as expressly  permitted by this Indenture.  All canceled Securities shall
be destroyed by the Trustee and the Trustee shall  deliver to the  Corporation a
certificate of such destruction.

     SECTION 3.11.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series,  interest on the Securities of each series for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in any partial month in such period,  and interest
on the Securities of each series for a full period shall be computed by dividing
the rate per annum by the number of interest periods that together  constitute a
full twelve months.

     SECTION 3.12.  Deferrals of Interest Payment Dates.

     If specified as  contemplated by Section 2.1 or Section 3.1 with respect to
the  Securities  of a  particular  series,  so long as no Event of  Default  has
occurred and is continuing,  the  Corporation  shall have the right, at any time
during  the term of such  series,  from  time to time to defer  the  payment  of
interest on such  Securities  for such period or periods as may be  specified as
contemplated  by  Section  3.1  (each,  an  "Extension  Period"),  during  which
Extension  Periods the  Corporation  shall,  if so specified as  contemplated by
Section 3.1, have the right to make partial payments of interest on any Interest
Payment  Date.  No  Extension  Period shall end on a date other than an Interest
Payment Date. At the end of any such Extension Period the Corporation  shall pay
all interest then accrued and unpaid on the Securities (together with Additional
Interest  thereon,  if any, at the rate  specified  for the  Securities  of such
series to the extent permitted by applicable law);  provided,  however,  that no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Securities  of such  series.  Prior to the  termination  of any  such  Extension
Period, the Corporation may further defer the payment of interest, provided that
no  Extension  Period  shall  exceed  the period or  periods  specified  in such
Securities,  extend  beyond  the  Stated  Maturity  of  the  principal  of  such
Securities  or end on a date  other  than an  Interest  Payment  Date.  Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional

Interest then due on any Interest  Payment Date,  the  Corporation  may elect to
begin a new Extension Period,  subject to the above  conditions.  No interest or
Additional Interest shall be due and payable during an Extension Period,  except
at the end thereof,  but each  installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional Interest
as and to the extent as may be  specified  as  contemplated  by Section 3.1. The
Corporation  shall give the  Holders of the  Securities  of such  series and the
Trustee notice of its election to begin any such  Extension  Period at least one
Business  Day  prior  to the  next  succeeding  Interest  Payment  Date on which
interest on Securities of such series would be payable but for such deferral or,
with respect to any Securities of a series issued to an Issuer Trust, so long as
any such  Securities  are held by such Issuer  Trust,  at least one Business Day
prior to the earlier of (i) the next succeeding date on which  Distributions  on
the Trust  Preferred  Securities  of such Issuer  Trust would be payable but for
such  deferral  and (ii) the date on which the  Property  Trustee of such Issuer
Trust is required to give notice to any securities  exchange or other applicable
self-regulatory organization or to holders of such Trust Preferred Securities of
the record date or the date such Distributions are payable.

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

     SECTION 3.13.  Right of Setoff.

     With respect to the  Securities of a series  initially  issued to an Issuer
Trust,  notwithstanding  anything to the contrary herein,  the Corporation shall
have the right to setoff any payment it is otherwise required to make in respect
of any such Security to the extent the Corporation  has theretofore  made, or is
concurrently on the date of such payment  making,  a payment under the Guarantee
Agreement relating to such Security or to a holder of Trust Preferred Securities
pursuant to an action undertaken under Section 5.8 of this Indenture.

     SECTION 3.14.  Agreed Tax Treatment.

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

     SECTION 3.15.  Shortening or Extension of Stated Maturity.

     If specified as  contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular  series,  the Corporation shall have the right to
(i)  shorten the Stated  Maturity of the  principal  of the  Securities  of such
series  at any time to any date not  earlier  than the  first  date on which the
Company  has the right to redeem the  Securities  of such series and (ii) extend
the Stated  Maturity of the  principal of the  Securities  of such series at any
time at its  election for one or more  periods,  but in no event to a date later
than the 49th  anniversary  of the first  Interest  Payment Date  following  the
Original  Issue Date of the  Securities  of such series;  provided  that, if the
Company  elects to  exercise  its right to extend  the  Stated  Maturity  of the
principal of the Securities of such series  pursuant to clause (ii),  above,  at
the time such  election is made and at the time of extension  (A) the Company is
not in bankruptcy, otherwise insolvent or in liquidation, (B) the Company is not
in default in the payment of any interest or principal on such  Securities,  (C)
if the Issuer Trust has not been liquidated, such Issuer Trust is not in arrears
on payments of  Distributions on the Trust Preferred  Securities  issued by such
Issuer Trust and no deferred Distributions are accumulated,  (D) such Securities
are rated not less than BBB- by S&P or Baa3 by Moody's or the  equivalent by any
other nationally  recognized  statistical rating organization and (E) after such
extension,  the  Securities  shall not have a remaining term to maturity of more
than 30 years.  In the event the Company  elects to shorten or extend the Stated
Maturity of the Securities of such series,  it shall give notice to the Trustee,
and the  Trustee  shall  give  notice of such  shortening  or  extension  to the
Holders,  not less than 30 and not more than 60 days prior to the  effectiveness
thereof.

     SECTION 3.16.  CUSIP Numbers.

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

                         ARTICLE IV

                   SATISFACTION AND DISCHARGE

     SECTION 4.1.  Satisfaction and Discharge of Indenture.

     This Indenture  shall,  upon  Corporation  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 as otherwise  provided
in this  Section  4.1) and the  Trustee,  on demand of and at the expense of the
Corporation,  shall execute proper  instruments  acknowledging  satisfaction and
discharge of this Indenture, when

     (a)  either

           (i) all Securities  theretofore  authenticated  and delivered  (other
           than (i) Securities that have been destroyed, lost or stolen and that
           have  been  replaced  or paid as  provided  in  Section  3.7 and (ii)
           Securities for whose payment money has theretofore  been deposited in
           trust  or  segregated  and  held  in  trust  by the  Corporation  and
           thereafter  repaid to the  Corporation or discharged from such trust,
           as provided in Section  10.3) have been  delivered to the Trustee for
           cancellation; or

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

                 (A)     have become due and payable, or

                 (B)     will  become due and payable at their  Stated  Maturity
                         within one year of the date of deposit, or

                 (C)    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
                        Corporation, and the  Corporation, in  the  case  of
                        subclause (ii)(A), (B) or (C) above, has deposited
                        or caused to be deposited with the Trustee as trust
                        funds in trust for such purpose an amount in the
                        currency or currencies in which the Securities of
                        such series are payable 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 (including any Additional
                        Interest) to the date of such deposit (in the case
                        of Securities that have become due and payable) or
                        to the Stated Maturity or Redemption Date, as the
                        case may be;

     (b) the  Corporation  has  paid or  caused  to be paid,  or made  provision
satisfactory to the Trustee for the payment of, all other sums payable hereunder
by the Corporation; and

     (c) the Corporation  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 Corporation to the Trustee under Section 6.7, 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 (ii) of Clause
(a) of this Section,  the obligations of the Trustee under Sections 3.10 and 4.2
and the last paragraph of Section 10.3, and the  obligations of the  Corporation
and the Trustee under Sections 3.5, 3.6, 3.10 and 9.6, shall survive.

     SECTION 4.2.  Application of Trust Money.

     Subject to the  provisions of the last paragraph of Section 10.3, all money
deposited  with the  Trustee  pursuant to Section 4.1 shall be held in trust and
applied by the Trustee,  in accordance with the provisions of the Securities and
this  Indenture,  to the  payment,  either  directly or through any Paying Agent
(including  the  Corporation  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  (including any Additional  Interest) for the payment of which
such money or obligations have been deposited with or received by the Trustee.


                          ARTICLE V

                           REMEDIES

     SECTION 5.1.  Events of Default.

     "Event of Default,"  wherever used herein with respect to the Securities of
any series,  means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) except
as may be specified pursuant to Section 3.1:

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

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

          (c) failure on the part of the Corporation  duly to observe or perform
any other of the covenants or agreements on the part of the  Corporation  in the
Securities of that series or in this Indenture for a period of 90 days after the
date on which written  notice of such  failure,  requiring  the  Corporation  to
remedy  the same,  shall  have been give to the  Corporation  by the  Trustee by
registered  or  certified  mail or to the  Corporation  and the  Trustee  by the
Holders  of at  least  25% in  aggregate  principal  amount  of the  Outstanding
Securities of that series; or

          (d) the entry of a decree or order by a court having  jurisdiction  in
the premises adjudging the Corporation a bankrupt or insolvent,  or approving as
properly filed a petition seeking  reorganization  of the Corporation  under the
Bankruptcy  Code or any other  similar  applicable  federal or state law,  which
decree or order shall have continued  undischarged  and unstayed for a period of
60 days; or the entry of a decree or order of a court having jurisdiction in the
premises for the  appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of the  Corporation  or of its property,  or for the
winding up or  liquidation  of its  affairs,  which  decree or order  shall have
continued undischarged and unstayed for a period of 60 days; or

          (e) the commencement by the Corporation of voluntary proceedings to be
adjudicated  a  bankrupt,  or  consent  by the  Corporation  to the  filing of a
bankruptcy proceeding against it, or the filing by the Corporation of a petition
or answer or consent  seeking  reorganization  under the Bankruptcy  Code or any
other similar  federal or state law, or consent by the Corporation to the filing
of any such petition,  or the consent by the Corporation to the appointment of a
receiver or  liquidator or trustee or assignee in bankruptcy or insolvency of it
or of its property,  or the making by the  Corporation  of an assignment for the
benefit of  creditors,  or the  admission by the  Corporation  in writing of its
inability to pay its debts generally as they become due; or

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

     SECTION 5.2.  Acceleration of Maturity; Rescission and
Annulment.

     If an Event of Default (other than an Event of Default specified in Section
5.1(d)  or  5.1(e))  with  respect  to  Securities  of any  series  at the  time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the  Holders  of  not  less  than  25%  in  aggregate  principal  amount  of the
Outstanding  Securities of that series may declare the principal  amount (or, if
the  Securities  of that series are  Discount  Securities,  such  portion of the
principal  amount as may be  specified  in the terms of that  series) of all the
Securities  of that  series to be due and  payable  immediately,  by a notice in
writing to the  Corporation  (and to the Trustee if given by Holders),  provided
that, in the case of the  Securities of a series issued to an Issuer Trust,  if,
upon an Event of  Default,  the  Trustee or the  Holders of not less than 25% in
principal  amount of the  Outstanding  Securities of such series fail to declare
the principal of all the Outstanding Securities of such series to be immediately
due and payable, the holders of at least 25% in aggregate Liquidation Amount (as
defined in the related Trust Agreement) of the related series of Trust Preferred
Securities  issued by such Issuer Trust then outstanding shall have the right to
make such declaration by a notice in writing to the Corporation and the Trustee;
and upon any such  declaration  such  principal  amount  (or  specified  portion
thereof) of and the accrued interest (including any Additional  Interest) on all
the Securities of such series shall become  immediately  due and payable.  If an
Event of  Default  specified  in  Section  5.1(d)  or  5.1(e)  with  respect  to
Securities of any series at the time Outstanding occurs, the principal amount of
all the  Securities  of such series (or,  if the  Securities  of such series are
Discount Securities,  such portion of the principal amount of such Securities as
may be specified by the terms of that series) shall  automatically,  and without
any declaration or other action on the part of the Trustee or any Holder, become
immediately  due and payable.  Payment of principal and interest  (including any
Additional  Interest) on such Securities shall remain subordinated to the extent
provided  in  Article  XIII   notwithstanding  that  such  amount  shall  become
immediately due and payable as herein provided.




<PAGE>


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

          (a) the  Corporation  has paid or  deposited  with the  Trustee  a sum
sufficient to pay:

              (i)  all overdue installments of interest on all
                   Securities of such series,

             (ii)  any accrued Additional Interest on all
                   Securities of such series,

            (iii)  the principal of (and premium,  if any, on) any Securities of
                   such  series  that have  become  due  otherwise  than by such
                   declaration  of  acceleration  and  interest  and  Additional
                   Interest thereon at the rate borne by the Securities, and

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

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

     In the case of Securities of a series  initially issued to an Issuer Trust,
if the Holders of such Securities fail to annul such  declaration and waive such
default,  the holders of a majority in aggregate  Liquidation Amount (as defined
in the  related  Trust  Agreement)  of the  related  series  of Trust  Preferred
Securities  issued by such  Issuer  Trust then  outstanding  shall also have the
right to rescind  and annul such  declaration  and its  consequences  by written
notice to the  Corporation and the Trustee,  subject to the  satisfaction of the
conditions set forth in Clauses (a) and (b) above of this Section 5.2.

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

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




<PAGE>


     The Corporation covenants that if:

          (a)  default is made in the  payment of any  installment  of  interest
(including  any  Additional  Interest)  on any  Security of any series when such
interest  becomes due and payable and such default  continues for a period of 30
days, or

          (b) default is made in the payment of the  principal of (and  premium,
if any, on) any Security at the Maturity  thereof,  the  Corporation  will, upon
demand of the  Trustee,  pay to the  Trustee,  for the benefit of the Holders of
such  Securities,  the whole amount then due and payable on such  Securities for
principal,  including  any sinking fund payment or  analogous  obligations  (and
premium,  if any) and interest  (including  any  Additional  Interest),  and, in
addition thereto, all amounts owing the Trustee under Section 6.7.
     If the  Corporation  fails to pay such amounts  forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial  proceeding for the  collection of the sums so due and unpaid,  and may
prosecute such proceeding to judgment or final decree,  and may enforce the same
against the  Corporation  or any other obligor upon such  Securities and collect
the moneys  adjudged or decreed to be payable in the manner  provided by law out
of the property of the  Corporation  or any other  obligor upon the  Securities,
wherever situated.

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

     SECTION 5.4.  Trustee May File Proofs of Claim.

     In  case  of  any  receivership,   insolvency,   liquidation,   bankruptcy,
reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceeding   relative  to  the  Corporation  (or  any  other  obligor  upon  the
Securities),  or the  property of the  Corporation  or of such other  obligor or
their creditors,

          (a)  the  Trustee  (irrespective  of  whether  the  principal  of  the
Securities  of any series shall then be due and payable as therein  expressed or
by declaration or otherwise and  irrespective  of whether the Trustee shall have
made any demand on the  Corporation  for the payment of overdue  principal  (and
premium,  if any) or interest  (including  any  Additional  Interest))  shall be
entitled and empowered, by intervention in such proceeding or otherwise,

           (i)  to file and prove a claim for the whole amount
                of principal (and premium, if any) and interest
                (including any Additional Interest) owing and unpaid in
                respect to the Securities and to file such other papers
                or documents as may be necessary or advisable and to take
                any and all actions as are authorized under the Trust
                Indenture Act in order to have the claims of the Holders
                and any predecessor to the Trustee under Section 6.7
                allowed in any such judicial proceedings; and

          (ii)  in  particular,  the Trustee  shall be authorized to collect and
                receive any moneys or other  property  payable or deliverable on
                any such claims and to distribute  the same in  accordance  with
                Section 5.6; and

          (b)  any   custodian,   receiver,   assignee,   trustee,   liquidator,
sequestrator  (or other  similar  official) in any such  judicial  proceeding is
hereby  authorized  by each  Holder to make such  payments  to the  Trustee  for
distribution  in accordance  with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders,  to pay to
the Trustee any amount due to it and any predecessor Trustee under Section 6.7.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the rights of any Holder  thereof,  or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such  proceeding;  provided,  however,
that the  Trustee  may,  on behalf of the  Holders,  vote for the  election of a
trustee in  bankruptcy  or similar  official and be a member of a creditors'  or
other similar committee.

     SECTION 5.5.  Trustee May Enforce Claim Without Possession of
Securities.

     All rights of action and claims under this  Indenture or the Securities may
be prosecuted  and enforced by the Trustee  without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such  proceeding  instituted  by the Trustee shall be brought in its own name as
trustee of an express  trust,  and any  recovery of judgment  shall,  subject to
Article XIII and after  provision  for the payment of all the amounts  owing the
Trustee and any  predecessor  Trustee under Section 6.7, its agents and counsel,
be for the ratable  benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

     SECTION 5.6.  Application of Money Collected.

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

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

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

         THIRD: The balance, if any, to the Person or Persons
                (other than the Company) entitled thereto; and

       FOURTH:  To the Company

     SECTION 5.7.  Limitation on Suits.

     Subject to Section  5.8, no Holder of any  Securities  of any series  shall
have any right to institute any proceeding,  judicial or otherwise, with respect
to this  Indenture  or for the  appointment  of a receiver,  assignee,  trustee,
liquidator,  sequestrator  (or other  similar  official) or for any other remedy
hereunder, unless:

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

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

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

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

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

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



<PAGE>



     SECTION 5.8.  Unconditional Right of Holders to Receive
Principal, Premium and Interest; Direct Action by Holders of Trust
Preferred Securities.

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Security  of  any  series   shall  have  the  right,   which  is  absolute   and
unconditional,  to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including any Additional  Interest)
on such Security on the respective Stated Maturities  expressed in such Security
(or, in the case of redemption,  on the  Redemption  Date) and to institute suit
for the  enforcement  of any such payment,  and such right shall not be impaired
without the consent of such Holder. In the case of Securities of a series issued
to an Issuer  Trust,  any  registered  holder of the  series of Trust  Preferred
Securities issued by such Issuer Trust shall have the right, upon the occurrence
of an Event of Default  described  in Section  5.1(a) or 5.1(b),  to institute a
suit directly  against the Corporation for enforcement of payment to such holder
of  principal  of  (premium,  if any) and  (subject  to  Sections  3.8 and 3.12)
interest  (including  any  Additional  Interest)  on  the  Securities  having  a
principal  amount equal to the aggregate  Liquidation  Amount (as defined in the
related Trust Agreement) of such Trust Preferred Securities held by such holder.

     SECTION 5.9.  Restoration of Rights and Remedies.

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

     SECTION 5.10.  Rights and Remedies Cumulative.

     Except as otherwise provided in the last paragraph of Section 3.7, no right
or remedy  herein  conferred  upon or  reserved to the Trustee or the Holders is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.




<PAGE>


     SECTION 5.11.  Delay or Omission Not Waiver.

     No delay or  omission  of the  Trustee,  any  Holder of any  Security  with
respect  to the  Securities  of the  related  series or any  holder of any Trust
Preferred  Security to exercise any right or remedy  accruing  upon any Event of
Default with respect to the  Securities  of the related  series shall impair any
such right or remedy or  constitute  a waiver of any such Event of Default or an
acquiescence therein.

     Every right and remedy given by this Article or by law to the Trustee or to
the  Holders and the right and remedy  given to the  holders of Trust  Preferred
Securities  by Section 5.8 may be exercised  from time to time,  and as often as
may be deemed  expedient,  by the  Trustee,  the Holders or the holders of Trust
Preferred Securities, as the case may be.

     SECTION 5.12.  Control by Holders.

     The Holders of not less than a majority in  aggregate  principal  amount of
the  Outstanding  Securities  of any  series  shall have the right to direct the
time,  method and place of conducting any proceeding for any remedy available to
the Trustee or  exercising  any trust or power  conferred on the  Trustee,  with
respect to the Securities of such series, provided that:

          (a)  such direction shall not be in conflict with any
rule of law or with this Indenture,

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

          (c) subject to the  provisions  of Section 6.1, the Trustee shall have
the right to  decline  to follow  such  direction  if a  Responsible  Officer or
Officers of the Trustee shall,  in good faith,  determine that the proceeding so
directed  would be unjustly  prejudicial  to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

     SECTION 5.13.  Waiver of Past Defaults.

     The Holders of not less than a majority in  aggregate  principal  amount of
the Outstanding  Securities of any series  affected  thereby and, in the case of
any Securities of a series initially issued to an Issuer Trust, the holders of a
majority  in  aggregate  Liquidation  Amount (as  defined in the  related  Trust
Agreement)  of the Trust  Preferred  Securities  issued by such Issuer Trust may
waive any past  default  hereunder  and its  consequences  with  respect to such
series except a default:

          (a) in the  payment  of the  principal  of (or  premium,  if  any)  or
interest  (including  any  Additional  Interest)  on any Security of such series
(unless such default has been cured and the Corporation has paid to or deposited
with the Trustee a sum  sufficient to pay all matured  installments  of interest
(including any Additional  Interest) and all principal of (and premium,  if any,
on) all Securities of that series due otherwise than by acceleration), or
          (b) in respect of a covenant or provision hereof that under Article IX
cannot  be  modified  or  amended  without  the  consent  of each  Holder of any
Outstanding Security of such series affected.

     Any such  waiver  shall be deemed to be on behalf of the Holders of all the
Securities  of such  series  or,  in the case of a waiver  by  holders  of Trust
Preferred  Securities  issued by such  Issuer  Trust,  by all  holders  of Trust
Preferred Securities issued by such Issuer Trust.

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

     SECTION 5.14.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance  thereof  shall be deemed to have  agreed,  that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this  Indenture,  or in any suit  against the  Trustee  for any action  taken or
omitted by it as  Trustee,  the filing by any party  litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this  Section  shall  not  apply  to any suit  instituted  by the
Trustee,  to any suit instituted by any Holder, or group of Holders,  holding in
the  aggregate  more  than ten  percent  in  aggregate  principal  amount of the
Outstanding  Securities of any series,  or to any suit  instituted by any Holder
for the  enforcement of the payment of the principal of (or premium,  if any) or
interest  (including  any  Additional  Interest) on any Security on or after the
respective Stated Maturities expressed in such Security.

     SECTION 5.15.  Waiver of Usury, Stay or Extension Laws.

     The  Corporation  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 usury,  stay or extension law wherever
enacted,  now or at any time hereafter in force,  which may affect the covenants
or the performance of this Indenture; and the Corporation (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 such law had been enacted.




<PAGE>



                         ARTICLE VI

                         THE TRUSTEE

     SECTION 6.1.  Certain Duties and Responsibilities.

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

          (i)  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

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

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

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

             (ii)  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; and

            (iii)  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 Holders
                   pursuant to Section 5.12 relating to the time, method and
                   place of conducting any proceeding for any remedy
                   available to the Trustee, or exercising any trust or
                   power conferred upon the Trustee, under this Indenture
                   with respect to the Securities of a series.




<PAGE>


          (d) 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 there  shall be  reasonable  grounds  for  believing  that
repayment of such funds or adequate  indemnity against such risk or liability is
not reasonably assured to it.

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

     SECTION 6.2.  Notice of Defaults.

     Within 90 days  after  actual  knowledge  by a  Responsible  Officer of the
Trustee  of  the  occurrence  of  any  default  hereunder  with  respect  to the
Securities of any series,  the Trustee shall  transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register,  notice of such default,  unless such default shall have been cured or
waived; provided,  however, that, except in the case of a default in the payment
of the principal of (or premium,  if any) or interest  (including any Additional
Interest)  on any  Security of such  series,  the Trustee  shall be protected in
withholding such notice if and so long as the board of directors,  the executive
committee or a trust committee of directors and/or  Responsible  Officers of the
Trustee in good faith  determines  that the withholding of such notice is in the
interests of the Holders of  Securities of such series;  and provided,  further,
that, in the case of any default of the character  specified in Section  5.1(c),
no such notice to Holders of  Securities  of such series shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

     SECTION 6.3.  Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:

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

          (b) any request or direction of the Corporation mentioned herein shall
be sufficiently  evidenced by a Corporation Request or Corporation 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,
rely upon an Officers' Certificate;

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

          (e) the Trustee  shall be under no  obligation  to exercise any of the
rights or powers  vested in it by this  Indenture at the request or direction of
any of the Holders  pursuant to this  Indenture,  unless such Holders shall have
offered to the  Trustee  reasonable  security  or  indemnity  against the costs,
expenses and  liabilities  that 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, indenture,
Security or other paper or document,  but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such inquiry or  investigation,  it shall
be  entitled  to examine the books,  records  and  premises of the  Corporation,
personally or by agent or attorney; and

          (g) the Trustee may execute any of the trusts or powers  hereunder  or
perform  any  duties  hereunder  either  directly  or by or  through  agents  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.

     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
Corporation  and neither the Trustee nor any  Authenticating  Agent  assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.  Neither the
Trustee  nor  any  Authenticating  Agent  shall  be  accountable  for the use or
application by the Corporation of the Securities or the proceeds thereof.

     SECTION 6.5.  May Hold Securities.

     The Trustee,  any  Authenticating  Agent,  any Paying Agent, any Securities
Registrar or any other agent of the  Corporation  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  Corporation  with the same rights it
would  have  if  it  were  not  Trustee,  Authenticating  Agent,  Paying  Agent,
Securities 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 Corporation.

     SECTION 6.7.  Compensation and Reimbursement.

     The Corporation agrees

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

          (b) 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 and  counsel),
except any such expense,  disbursement  or advance as may be attributable to its
negligence or bad faith; and

          (c) to indemnify the Trustee for, and to hold it harmless against, any
loss,  liability  or expense  (including  the  reasonable  compensation  and the
expenses  and   disbursements  of  its  agents  and  counsel)  incurred  without
negligence or bad faith,  arising out of or in connection with the acceptance or
administration  of  this  trust  or the  performance  of its  duties  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.  This  indemnification  shall survive the termination of this
Indenture.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified  in Section  5.1(d) or 5.1(e)  occurs,  the  expenses and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

     SECTION 6.8.     Disqualification; Conflicting Interests.

          (a) The  Trustee for the  Securities  of any series  issued  hereunder
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act.
Nothing  herein shall  prevent the Trustee from filing with the  Commission  the
application referred to in the second to last paragraph of said Section 310(b).

          (b) The Trust  Agreement and the Guarantee  Agreement  with respect to
each Issuer Trust shall be deemed to be specifically described in this Indenture
for the purposes of clause (i) of the first proviso  contained in Section 310(b)
of the Trust Indenture Act.

     SECTION 6.9.     Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be:

          (a) a corporation  organized and doing  business under the laws of the
United  States  of  America  or of any State or  Territory  or the  District  of
Columbia,  authorized  under such laws to exercise  corporate  trust  powers and
subject to supervision or examination by federal, state, territorial or District
of Columbia authority, or

          (b) a corporation  or other Person  organized and doing business under
the laws of a foreign government that is permitted to act as Trustee pursuant to
a rule,  regulation or order of the  Commission,  authorized  under such laws to
exercise  corporate  trust powers,  and subject to supervision or examination by
authority  of  such  foreign  government  or  a  political  subdivision  thereof
substantially  equivalent to  supervision  or  examination  applicable to United
States  institutional  trustees,  in either case  having a combined  capital and
surplus  of at least  $50,000,000,  subject to  supervision  or  examination  by
federal  or state  authority.  If such  corporation  or other  Person  publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of the aforesaid  supervising or examining authority,  then, for the purposes of
this Section 6.9, the combined  capital and surplus of such corporation or other
Person  shall be deemed to be its  combined  capital and surplus as set forth in
its most recent  report of  condition so  published.  If at any time the Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
6.9, it shall resign  immediately in the manner and with the effect  hereinafter
specified in this Article VI. Neither the Corporation nor any Person directly or
indirectly  controlling,   controlled  by  or  under  common  control  with  the
Corporation  shall  serve as Trustee  for the  Securities  of any series  issued
hereunder.

     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 VI shall become effective until the
acceptance of appointment by the successor Trustee under 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 Corporation. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of  resignation,  the
resigning  Trustee may  petition  any court of  competent  jurisdiction  for the
appointment  of a  successor  Trustee  with  respect to the  Securities  of such
series.

          (c) The  Trustee  may be  removed  at any  time  with  respect  to the
Securities  of any  series by Act of the  Holders  of a  majority  in  aggregate
principal amount of the Outstanding Securities of such series,  delivered to the
Trustee and to the  Corporation.  If an  instrument of acceptance by a successor
Trustee shall not have been  delivered to the Trustee  within 30 days after such
Act of the  Holders,  the  Trustee  to be  removed  may  petition  any  court of
competent  jurisdiction for the appointment of a successor  Trustee with respect
to the Securities of such series.

    (d)  If at any time:

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

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

       (iii)  the Trustee shall become incapable of acting
              or shall be adjudged a bankrupt or insolvent or a
              receiver of the Trustee or of its property shall be
              appointed or any public officer shall take charge or
              control of the Trustee or of its property or affairs for
              the purpose of rehabilitation, conservation or
              liquidation, then, any such case, (A) the Corporation,
              acting pursuant to the authority of a Board Resolution,
              may remove the Trustee with respect to the Securities of
              all series issued hereunder or (B) subject to Section
              5.14, any Holder who has been a bona fide
              Holder of a Security for at least six months may, on
              behalf of such Holder and all others similarly situated,
              petition any court of competent jurisdiction for the
              removal of the Trustee with respect to the Securities of
              all series issued hereunder 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  Corporation,  by a Board
Resolution,  shall  promptly  appoint a successor  Trustee  with  respect to the
Securities of that or those series.  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  aggregate  principal  amount  of  the  Outstanding
Securities of such series delivered to the Corporation and the retiring Trustee,
the successor Trustee so appointed shall,  forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Securities of such
series and supersede the successor Trustee  appointed by the Corporation.  If no
successor  Trustee with respect to the  Securities of any series shall have been
so appointed by the  Corporation or the Holders and accepted  appointment in the
manner  hereinafter  provided,  any Holder who has been a bona fide  Holder of a
Security of such series for at least six months may, subject to Section 5.14, on
behalf of such Holder and all others similarly  situated,  petition any court of
competent  jurisdiction for the appointment of a successor  Trustee with respect
to the Securities of such series.

          (f) The  Corporation  shall give notice of each  resignation  and each
removal of the Trustee  with  respect to the  Securities  of any series and each
appointment of a successor  Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities of such series as their names and addresses  appear in
the  Securities  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 Corporation 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  Corporation  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 Corporation,
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 (i) 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, (ii)
if the retiring  Trustee is not retiring with respect to all  Securities,  shall
contain  such  provisions  as shall be deemed  necessary or desirable to confirm
that all the rights,  powers,  trusts and duties of the  retiring  Trustee  with
respect  to the  Securities  of that or those  series as to which  the  retiring
Trustee is not retiring shall continue to be vested in the retiring  Trustee and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same  trust and that each such  Trustee  shall be  trustee  of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture  the  resignation  or removal of the  retiring  Trustee  shall  become
effective  to the  extent  provided  therein  and each such  successor  Trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers,  trusts and duties of the retiring  Trustee with respect to the
Securities of that or those series to which the  appointment  of such  successor
Trustee  relates;  but, on request of the Corporation or any successor  Trustee,
such retiring Trustee shall duly assign,  transfer and deliver to such successor
Trustee all  property and money held by such  retiring  Trustee  hereunder  with
respect to the  Securities of that or those series to which the  appointment  of
such successor Trustee relates.

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

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

     SECTION 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  of 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, and in case any
Securities shall not have been  authenticated,  any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the  name of  such  successor  Trustee,  and in all  cases  the  certificate  of
authentication  shall have the full force which it is  provided  anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

     SECTION 6.13.  Preferential Collection of Claims Against
Corporation.

     If and when the Trustee  shall be or shall  become a creditor,  directly or
indirectly,  secured or unsecured, of the Corporation (or any other obligor upon
the  Securities),  the Trustee  shall be subject to the  provisions  of Sections
311(a) and 311(b) of the Trust Indenture Act.




<PAGE>


     SECTION 6.14.  Appointment of Authenticating Agent.

     The Trustee may appoint an  Authenticating  Agent or Agents with respect to
one or more series of Securities,  which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and 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.  Each  Authenticating  Agent shall be  acceptable  to the
Corporation and shall at all times be a corporation organized and doing business
under the laws of the  United  States of  America  or of any state or  territory
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 all or substantially  all of
the corporate trust business of an  Authenticating  Agent shall be the successor
Authenticating  Agent hereunder,  provided such  corporation  shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

     An  Authenticating  Agent may resign at any time by giving  written  notice
thereof to the  Trustee  and to the  Corporation.  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  Corporation.  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  Corporation  and shall give notice of
such  appointment  in the  manner  provided  in  Section  1.6 to all  Holders of
Securities  of the series with respect to which such  Authenticating  Agent will
serve.  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 provision of this Section.

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

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

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

Dated:

                           As Trustee


                           By: ____________________________________
                                  As Authenticating Agent


                           By:_____________________________________
                                     Authorized Officer


                           ARTICLE VII

     HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION

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

     The Corporation will furnish or cause to be furnished to the Trustee:

          (a) semi-annually,  on or before June 30 and December 31 of each year,
a list,  in such form as the Trustee may  reasonably  require,  of the names and
addresses  of the  Holders  as of a date  not  more  than 15 days  prior  to the
delivery thereof, and

          (b) at such other times as the Trustee may request in writing,  within
30 days after the  receipt by the  Corporation  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,  in each case to the extent such  information  is in the
possession or control of the  Corporation and has not otherwise been received by
the Trustee in its capacity as Securities Registrar.



<PAGE>


     SECTION 7.2. Preservation of Information, Communications to
Holders.

          (a) The Trustee shall preserve,  in as current a form as is reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the  Trustee as  provided  in Section  7.1 and the names and
addresses  of Holders  received  by the Trustee in its  capacity  as  Securities
Registrar.

          (b) The rights of  Holders to  communicate  with  other  Holders  with
respect to their rights under this  Indenture or under the  Securities,  and the
corresponding  rights and  privileges  of the  Trustee,  shall be as provided in
Section 312(b) of the Trust Indenture Act.

          (c) Every Holder of  Securities,  by  receiving  and holding the same,
agrees with the Corporation and the Trustee that none of the Corporation nor the
Trustee nor any agent of any of them shall be held  accountable by reason of the
disclosure  of  information  as to the names and  addresses  of the Holders made
pursuant to the Trust Indenture Act.

     SECTION 7.3.  Reports by Trustee.

          (a) The Trustee shall transmit to Holders such reports  concerning the
Trustee  and its actions  under this  Indenture  as may be required  pursuant to
Section 313 of the Trust  Indenture Act, at the times and in the manner provided
pursuant thereto.

          (b) Reports so required to be transmitted  at stated  intervals of not
more  than 12 months  shall be  transmitted  no later  than  January  31 in each
calendar year.

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

     SECTION 7.4.  Reports by Corporation.

     The Corporation  shall file with the Trustee and with the  Commission,  and
transmit to Holders,  such  information,  documents and other reports,  and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust  Indenture Act;  provided that any
such information,  documents or reports required to be filed with the Commission
pursuant to Section 13 or Section  15(d) of the Exchange Act shall be filed with
the  Trustee  within 15 days  after the same is  required  to be filed  with the
Commission. The Corporation also shall comply with the other provisions of Trust
Indenture Act Section 314(a).





                          ARTICLE VIII

      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

     The Corporation  shall not consolidate  with or merge into any other Person
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety to any Person,  and no Person shall  consolidate with or merge into the
Corporation or convey, transfer or lease its properties and assets substantially
as an entirety to the Corporation, unless:

          (a) if the Corporation  shall  consolidate  with or merge into another
Person or convey,  transfer or lease its properties and assets  substantially as
an entirety to any Person,  the Corporation formed by such consolidation or into
which the  corporation  is merged or the Person that  acquires by  conveyance or
transfer,  or  that  leases,  the  properties  and  assets  of  the  Corporation
substantially  as an  entirety  shall  be a  corporation,  partnership  or trust
organized  and  existing  under the laws of the United  States of America or any
State or  Territory  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,  expressly  assume the due and
punctual  payment  of the  principal  of  (and  premium,  if any)  and  interest
(including  any  Additional  Interest) on all the Securities of every series and
the  performance  of  every  covenant  of  this  Indenture  on the  part  of the
Corporation to be performed or observed;

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

          (c)  the  Corporation  has  delivered  to  the  Trustee  an  Officers'
Certificate  and an Opinion of Counsel,  each stating  that such  consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with; and the Trustee, subject to Section
6.1,  may rely upon  such  Officers'  Certificate  and  Opinion  of  Counsel  as
conclusive evidence that such transaction complies with this Section 8.1.

     SECTION 8.2.     Successor Corporation Substituted.

     Upon any  consolidation or merger by the  Corporation,  as the case may be,
with or into any  other  Person,  or any  conveyance,  transfer  or lease by the
Corporation  of its properties  and assets  substantially  as an entirety to any
Person in accordance with Section 8.1, the successor  corporation formed by such
consolidation  or  into  which  the  Corporation  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 Corporation  under this Indenture
with  the  same  effect  as if such  successor  Person  had  been  named  as the
Corporation  herein; and in the event of any such conveyance,  transfer or lease
the  Corporation  shall be discharged  from all  obligations and covenants under
this Indenture and the Securities.

     Such successor Person may cause to be executed, and may issue either in its
own  name  or in the  name  of  the  Corporation,  any or all of the  Securities
issuable   hereunder  that  theretofore  shall  not  have  been  signed  by  the
Corporation and delivered to the Trustee;  and, upon the order of such successor
Person instead of the Corporation  and subject to all the terms,  conditions and
limitations in this Indenture  prescribed,  the Trustee shall  authenticate  and
shall make available for delivery any Securities that previously shall have been
signed and  delivered  by the  officers  of the  Corporation  to the Trustee for
authentication  pursuant  to  such  provisions  and  any  Securities  that  such
successor  Person  thereafter  shall cause to be executed  and  delivered to the
Trustee on its behalf  for the  purpose  pursuant  to such  provisions.  All the
Securities  so issued shall in all respects have the same legal rank and benefit
under this  Indenture as the  Securities  theretofore  or  thereafter  issued in
accordance with the terms of this Indenture.

     In case of any such consolidation,  merger, sale, conveyance or lease, such
changes in phraseology  and form may be made in the Securities  thereafter to be
issued as may be appropriate.


                            ARTICLE IX

                       SUPPLEMENTAL INDENTURES

     SECTION 9.1.  Supplemental Indentures without Consent of
Holders.

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

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

          (b) to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee or to surrender  any right or power herein  conferred  upon the
Corporation; or

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

          (d) to add to the covenants of the  Corporation 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 the series  specified) or
to surrender any right or power herein conferred upon the Corporation; or

          (e) to add any  additional  Events of Default  for the  benefit of the
Holders of all or any series of  Securities  (and if such  additional  Events of
Default are to be for the benefit of less than all series of Securities, stating
that such  additional  Events of Default are expressly being included solely for
the benefit of the series specified); or

          (f) to change or eliminate any of the  provisions  of this  Indenture,
provided that any such change or  elimination  shall (i) become  effective  only
when  there  is no  Security  Outstanding  of any  series  created  prior to the
execution of such supplemental indenture that is entitled to the benefit of such
provision or (ii) not apply to any Outstanding Securities; or

          (g) to cure any  ambiguity,  to correct or  supplement  any  provision
herein that may be defective or inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions  arising under
this Indenture,  provided that such action pursuant to this Clause (g) shall not
adversely  affect the interest of the Holders of Securities of any series in any
material  respect  or, in the case of the  Securities  of a series  issued to an
Issuer  Trust  and for so  long  as any of the  corresponding  series  of  Trust
Preferred  Securities issued by such Issuer Trust shall remain outstanding,  the
holders of such Trust Preferred Securities; or

          (h)  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

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

     SECTION 9.2.  Supplemental Indentures with Consent of Holders.

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

          (a) change the Stated Maturity of the principal of, or any installment
of interest (including any Additional Interest) on, any Security,  or reduce the
principal  amount thereof or the rate of interest thereon or any premium payable
upon the  redemption  thereof,  or reduce the amount of  principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity  thereof pursuant to Section 5.2, or change the place of payment where,
or the coin or currency in which,  any Security or 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

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

          (c) modify any of the  provisions  of this  Section,  Section  5.13 or
Section 10.5,  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  Security  affected  thereby;  provided,  further,
that, in the case of the  Securities  of a series issued to an Issuer Trust,  so
long as any of the corresponding  series of Trust Preferred Securities issued by
such Issuer Trust remains outstanding,  (i) no such amendment shall be made that
adversely affects the holders of such Trust Preferred Securities in any material
respect,  and no termination of this Indenture shall occur, and no waiver of any
Event of Default or compliance  with any covenant under this Indenture  shall be
effective,  without  the prior  consent of the holders of at least a majority of
the aggregate  Liquidation Amount (as defined in the related Trust Agreement) of
such Trust Preferred  Securities then outstanding unless and until the principal
of (and premium,  if any, on) the  Securities of such series and all accrued and
(subject to Section 3.8) unpaid  interest  (including any  Additional  Interest)
thereon  have been paid in full and (ii) no  amendment  shall be made to Section
5.8 of this  Indenture  that would  impair  the  rights of the  holders of Trust
Preferred  Securities  issued by any Issuer Trust provided  therein  without the
prior  consent  of the  holders  of each  such  Trust  Preferred  Security  then
outstanding  unless and until the  principal  of (and  premium,  if any, on) the
Securities  of such series and all accrued and (subject to Section  3.12) unpaid
interest (including any Additional Interest) thereon have been paid in full.

     A  supplemental  indenture that changes or eliminates any covenant or other
provision of this  Indenture  that has expressly  been  included  solely for the
benefit of one or more  particular  series of  Securities  or any  corresponding
series  of  Trust  Preferred  Securities  of an  Issuer  Trust  that  holds  the
Securities  of any  series,  or that  modifies  the  rights  of the  Holders  of
Securities of such series or holders of such Trust Preferred  Securities of such
corresponding 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 or holders of Trust  Preferred  Securities of any
other such corresponding series.

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

     SECTION 9.3.  Execution of Supplemental Indentures.

     In executing or accepting the additional trusts created by any supplemental
indenture  permitted by this Article or the modifications  thereby of the trusts
created by this  Indenture,  the  Trustee  shall be  entitled  to  receive,  and
(subject to Section 6.1) shall be fully  protected in relying upon, an Officers'
Certificate  and an  Opinion  of  Counsel  stating  that the  execution  of such
supplemental  indenture is authorized or permitted by this  Indenture,  and that
all conditions  precedent  herein provided for relating to such action have been
complied  with.  The Trustee may, but shall not be obligated  to, enter into any
such  supplemental  indenture  that affects the Trustee's own rights,  duties or
immunities under this Indenture or otherwise.

      SECTION 9.4.  Effect of Supplemental Indentures.

     Upon the execution of any supplemental  indenture under this Article,  this
Indenture  shall be  modified in  accordance  therewith,  and such  supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities  theretofore or thereafter  authenticated and delivered  hereunder
shall be bound thereby.
     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   authenticated   and  delivered  after  the  execution  of  any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the  Corporation,  bear a notation in form approved by the Corporation as to any
matter provided for in such supplemental  indenture. If the Corporation shall so
determine,  new  Securities  of any series so  modified  as to  conform,  in the
opinion of the Corporation,  to any such supplemental  indenture may be prepared
and executed by the Corporation and  authenticated  and delivered by the Trustee
in exchange for Outstanding Securities of such series.


<PAGE>


                        ARTICLE X

                        COVENANTS

     SECTION 10.1.  Payment of Principal, Premium and Interest.

     The  Corporation  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  (including any  Additional  Interest) on the Securities of
that series in accordance with the terms of such Securities and this Indenture.

     SECTION 10.2.  Maintenance of Office or Agency.

     The  Corporation  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  Corporation  in  respect  of the  Securities  of that  series and this
Indenture may be served. The Corporation initially appoints the Trustee,  acting
through  its  Corporate  Trust  Office,  as its  agent  for said  purposes.  The
Corporation  will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Corporation shall fail
to maintain  such 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  Corporation
hereby  appoints  the  Trustee as its agent to receive  all such  presentations,
surrenders, notices and demands.

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

     SECTION 10.3.  Money for Security Payments to be Held in
Trust.

     If the  Corporation  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, on) or interest on any of the  Securities of
such 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
failure so to act.



<PAGE>


     Whenever the  Corporation  shall have one or more Paying  Agents,  it will,
prior to 10:00 a.m.,  New York City time,  on each due date of the  principal of
(or premium,  if any) or interest  (including  any  Additional  Interest) on any
Securities,  deposit with a Paying Agent a sum  sufficient  to pay the principal
(and  premium,  if any) or  interest  (including  any  Additional  Interest)  so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled to such  principal  (and premium,  if any) or interest  (including  any
Additional  Interest),  and  (unless  such  Paying  Agent  is the  Trustee)  the
Corporation will promptly notify the Trustee of its failure so to act.

     The  Corporation  will cause each  Paying  Agent  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:

          (a) hold all sums held by it for the payment of the  principal of (and
premium,  if  any)  or  interest  (including  any  Additional  Interest)  on the
Securities of a 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;

          (b) give the Trustee notice of any default by the  Corporation (or any
other  obligor upon such  Securities)  in the making of any payment of principal
(and premium, if any) or interest (including any Additional Interest) in respect
of any Security of any Series;

          (c) at any time during the  continuance of any default with respect to
a series of Securities,  upon the written request of the Trustee,  forthwith pay
to the Trustee all sums so held in trust by such  Paying  Agent with  respect to
such series; and

          (d) comply with the  provisions of the Trust  Indenture Act applicable
to it as a Paying Agent.

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

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

     SECTION 10.4.  Statement as to Compliance.

     The Corporation shall deliver to the Trustee, within 120 days after the end
of each  fiscal  year of the  Corporation  ending  after  the  date  hereof,  an
Officers'  Certificate  covering the preceding calendar year, stating whether or
not to the best knowledge of the signers  thereof the  Corporation is in default
in the  performance,  observance or fulfillment of or compliance with any of the
terms,  provisions,  covenants  and  conditions  of this  Indenture,  and if the
Corporation shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. For the purpose of this Section
10.4,  compliance  shall be  determined  without  regard to any grace  period or
requirement of notice provided pursuant to the terms of this Indenture.

     SECTION 10.5.  Waiver of Certain Covenants.

     Subject to the rights of holders of Trust Preferred Securities specified in
Section  9.2, if any, the  Corporation  may omit in any  particular  instance to
comply with any covenant or condition  provided  pursuant to Section 3.1, 9.1(d)
or 9.1(e) with respect to the  Securities of any series,  if before or after the
time  for such  compliance  the  Holders  of at least a  majority  in  aggregate
principal  amount of the Outstanding  Securities of such series shall, by Act of
such Holders,  either waive such  compliance in such instance or generally waive
compliance  with such covenant or condition,  but no such waiver shall extend to
or affect such covenant or condition  except to the extent so expressly  waived,
and,  until  such  waiver  shall  become  effective,   the  obligations  of  the
Corporation  in respect of any such  covenant or condition  shall remain in full
force and effect.

     SECTION 10.6.  Additional Sums.

     In the case of the  Securities  of a series  initially  issued to an Issuer
Trust,  so long as no Event of Default has occurred and is continuing and except
as otherwise  specified as contemplated by Section 2.1 or Section 3.1, if (i) an
Issuer Trust is the Holder of all of the  Outstanding  Securities of such series
and (ii) a Tax Event has  occurred and is  continuing  in respect of such Issuer
Trust,  the  Corporation  shall  pay to such  Issuer  Trust  (and its  permitted
successors  or assigns under the related  Trust  Agreement)  for so long as such
Issuer Trust (or its permitted  successor or assignee) is the registered  holder
of the  Outstanding  Securities of such series,  such  additional sums as may be
necessary in order that the amount of  Distributions  (including  any Additional
Amounts  (as  defined in such  Trust  Agreement))  then due and  payable by such
Issuer Trust on the related Trust  Preferred  Securities  and Common  Securities
that at any time remain  outstanding in accordance  with the terms thereof shall
not be reduced as a result of any  Additional  Taxes arising from such Tax Event
(the "Additional Sums"). Whenever in this Indenture or the Securities there is a
reference  in any  context to the  payment of  principal  of or  interest on the
Securities,  such mention shall be deemed to include  mention of the payments of
the  Additional  Sums provided for in this paragraph to the extent that, in such
context,  Additional  Sums are,  were or would be  payable  in  respect  thereof
pursuant to the provisions of this paragraph and express  mention of the payment
of  Additional  Sums (if  applicable)  in any  provisions  hereof  shall  not be
construed as excluding  Additional  Sums in those  provisions  hereof where such
express mention is not made; provided, however, that the deferral of the payment
of  interest  pursuant  to Section  3.12 or the  Securities  shall not defer the
payment of any Additional Sums that may be due and payable.

     SECTION 10.7.  Additional Covenants.

     The Corporation covenants and agrees with each Holder of Securities of each
series that it shall not (i) declare or pay any dividends or  distributions  on,
or redeem purchase,  acquire or make a liquidation  payment with respect to, any
shares of the Corporation's  capital stock or (ii) make any payment of principal
of or interest or premium,  if any, on or repay,  repurchase  or redeem any debt
securities of the Corporation  (including other Securities) that rank pari passu
in all  respects  with or junior in  interest to the  Securities  of such series
(other than (a)  repurchases,  redemptions  or other  acquisitions  of shares of
capital stock of the  Corporation in connection  with any  employment  contract,
benefit plan or other similar  arrangement with or for the benefit of any one or
more  employees,  officers,  directors  or  consultants,  in  connection  with a
dividend  reinvestment or stockholder  stock purchase plan or in connection with
the issuance of capital stock of the Corporation (or securities convertible into
or  exercisable  for such  capital  stock) as  consideration  in an  acquisition
transaction  entered into prior to the  applicable  Extension  Period,  (b) as a
result of an exchange or conversion of any class or series of the  Corporation's
capital stock (or any capital stock of a Subsidiary of the  Corporation  for any
class or series of the Corporation's  capital stock or of any class or series of
the  Corporation's  indebtedness  for any class or  series of the  Corporation's
capital  stock,  (c) the  purchase  of  fractional  interests  in  shares of the
Corporation's capital stock pursuant to the conversion or exchange provisions of
such  capital  stock or the  security  being  converted  or  exchanged,  (d) any
declaration of a dividend in connection with any Rights Plan, or the issuance of
rights,  stock or other  property  under any Rights Plan,  or the  redemption or
repurchase of rights pursuant  thereto or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon  exercise of such  warrants,  options or other  rights is the same stock as
that on which the  dividend  is being paid or ranks pari passu with or junior to
such stock) if at such time (1) there shall have occurred any event of which the
Corporation has actual  knowledge that with the giving of notice or the lapse of
time,  or both,  would  constitute  an  Event of  Default  with  respect  to the
Securities  of such  series,  and which  the  Corporation  shall not have  taken
reasonable  steps to cure,  (2) if the  Securities of such series are held by an
Issuer Trust or the Corporation  shall be in default with respect to its payment
of any obligations under the Guarantee Agreement relating to the Trust Preferred
Securities  issued by such Issuer Trust or (3) the Corporation  shall have given
notice  of its  election  to begin  an  Extension  Period  with  respect  to the
Securities of such series as provided  herein and shall not have  rescinded such
notice, or such Extension Period, or any extension thereof, shall be continuing.

     The  Corporation  also covenants with each Holder of Securities of a series
issued  to an Issuer  Trust (i) to hold,  directly  or  indirectly,  100% of the
Common Securities of such Issuer Trust, provided that any permitted successor of
the  Corporation  hereunder may succeed to the  Corporation's  ownership of such
Common Securities,  (ii) as holder of such Common Securities, not to voluntarily
terminate,  wind-up or liquidate such Issuer Trust, other than (a) in connection
with a  distribution  of the  Securities  of such  series to the  holders of the
related Trust Preferred Securities in liquidation of such Issuer Trust or (b) in
connection with certain mergers,  consolidations  or amalgamations  permitted by
the related Trust Agreement and (iii) to use its reasonable efforts,  consistent
with the terms and  provisions  of such Trust  Agreement,  to cause such  Issuer
Trust to continue not to be taxable as a corporation  for United States  federal
income tax purposes.

     SECTION 10.8.  Original Issue Discount.

     For each year during which any  Securities  that were issued with  original
issue discount are  Outstanding,  the  Corporation  shall furnish to each Paying
Agent in a timely  fashion such  information  as may be reasonably  requested by
each Paying  Agent in order that each Paying  Agent may prepare the  information
which it is required to report for such year on Internal  Revenue  Service Forms
1096 and 1099 pursuant to Section 6049 of the Internal  Revenue Code of 1986, as
amended.  Such  information  shall include the amount of original issue discount
includible in income for each increment of principal  amount at Stated  Maturity
of outstanding Securities during such year.

                           ARTICLE XI

                     REDEMPTION OF SECURITIES

     SECTION 11.1 Applicability of This Article.

     Redemption of  Securities of any series  (whether by operation of a sinking
fund or  otherwise)  as  permitted  or required  by any form of Security  issued
pursuant  to this  Indenture  shall  be made in  accordance  with  such  form of
Security and this Article; provided,  however, that if any provision of any such
form of  Security  shall  conflict  with  any  provision  of this  Article,  the
provision of such form of Security  shall govern.  Except as otherwise set forth
in the form of Security  for such  series,  each  Security of a series  shall be
subject to partial redemption only in the minimum specified denomination for the
Securities of such series or any integral multiples thereof.

     SECTION 11.2.  Election to Redeem; Notice to Trustee.

     The election of the Corporation to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution.  In case of any redemption at the election
of the  Corporation,  the  Corporation  shall,  at  least  45 days  prior to the
Redemption  Date (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee and, in the case of  Securities of a series held by an Issuer
Trust, the Property Trustee under the related Trust Agreement,  of such date and
of the principal  amount of Securities of the  applicable  series to be redeemed
and provide the additional  information required to be included in the notice or
notices contemplated by Section 11.4; provided that in the case of any series of
Securities  initially  issued to an Issuer Trust, for so long as such Securities
are held by such Issuer  Trust,  such notice shall be given not less than 45 nor
more than 75 days prior to such  Redemption  Date (unless a shorter notice shall
be satisfactory to the Property Trustee under the related Trust  Agreement).  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,  the
Corporation  shall  furnish the Trustee  with an  Officers'  Certificate  and an
Opinion of Counsel evidencing compliance with such restriction.

     SECTION 11.3.  Selection 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 a portion of the principal  amount of any Security of such series,
provided that the  unredeemed  portion of the  principal  amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.

     The  Trustee  shall  promptly  notify  the  Corporation  in  writing of the
Securities  selected for partial  redemption and 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  Security  redeemed  or to be redeemed  only in part,  to the
portion  of the  principal  amount  of such  Security  that 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 later than the thirtieth  day, and not earlier than the sixtieth day,
prior to the  Redemption  Date, to each Holder of Securities to be redeemed,  at
the address of such Holder as it appears in the  Securities  Register,  provided
that in the case of any  series  of  Securities  initially  issued  to an Issuer
Trust, for so long as such Securities are held by such Issuer Trust, such notice
shall be given not less than 45 nor more than 75 days  prior to such  Redemption
Date (unless a shorter  notice  shall be  satisfactory  to the Property  Trustee
under the related Trust Agreement).

     With respect to  Securities  of each series to be redeemed,  each notice of
redemption shall include the CUSIP number of Securities to be redeemed and shall
state:

          (a)  the Redemption Date;

          (b) the  Redemption  Price  or,  if the  Redemption  Price  cannot  be
calculated  prior to the time the notice is required to be sent, the estimate of
the  Redemption  Price together with a statement that it is an estimate and that
the actual  Redemption  Price will be calculated on the third Business Day prior
to the Redemption  Date (and if an estimate is provided,  a further notice shall
be sent of the actual Redemption Price on the date that such Redemption Price is
calculated);

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

          (d) that on the Redemption  Date, the Redemption Price will become due
and  payable  upon each such  Security  or portion  thereof,  and that  interest
(including any Additional  Interest)  thereon,  if any, shall cease to accrue on
and after said date;

          (e) the place or places where such  Securities  are to be  surrendered
for payment of the Redemption Price;

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

          (g) such other  provisions  as may be required in respect of the terms
of a particular series of Securities.



<PAGE>


     Notice of  redemption  of  Securities to be redeemed at the election of the
Corporation shall be given by the Corporation or, at the Corporation's  request,
by the  Trustee in the name and at the expense of the  Corporation  and shall be
irrevocable.  The  notice  if  mailed  in the  manner  provided  above  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  Holder
receives such notice.  In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security  designated for redemption as
a whole or in part shall not  affect the  validity  of the  proceedings  for the
redemption of any other Security.

     SECTION 11.5.  Deposit of Redemption Price.

     Prior to 10:00 a.m., New York City time, on the  Redemption  Date specified
in the notice of redemption  given as provided in Section 11.4, the  Corporation
will  deposit  with the  Trustee  or with one or more  Paying  Agents (or if the
Corporation is acting as its own Paying Agent,  the  Corporation  will segregate
and hold in trust as provided in Section 10.3) an amount of money  sufficient to
pay the Redemption Price of, and any accrued interest  (including any Additional
Interest) on, all the Securities  (or portions  thereof) that are to be redeemed
on that date.

     SECTION 11.6.  Payment of Securities Called for Redemption.

     If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of  Securities  with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such  notice  at the  applicable  Redemption  Price,  together  with  accrued
interest  (including  any  Additional  Interest)  to  the  Redemption  Date.  On
presentation  and  surrender  of such  Securities  at a Place of Payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid  and  redeemed  by the  Corporation  at the  applicable  Redemption  Price,
together  with  accrued  interest  (including  any  Additional  Interest) to the
Redemption  Date;  provided,   however,  that,  unless  otherwise  specified  as
contemplated by Section 3.1,  installments of interest (including any Additional
Interest)  whose Stated  Maturity is on or prior to the Redemption  Date will 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 3.8.

     Upon  presentation  of any Security  redeemed in part only, the Corporation
shall  execute  and the  Trustee  shall  authenticate  and deliver to the Holder
thereof, at the expense of the Corporation,  a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms.

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

     SECTION 11.7.  Right of Redemption of Securities Initially
Issued to an Issuer Trust.

     In the case of the  Securities  of a series  initially  issued to an Issuer
Trust,  except as  otherwise  specified  as  contemplated  by Section  3.1,  the
Corporation,  at its option, may redeem such Securities (i) on or after the date
specified in such Security, in whole at any time or in part from time to time or
(ii) upon the occurrence and during the  continuation of a Tax Event at any time
within 90 days following the occurrence and during the  continuation of such Tax
Event,  in whole (but not in part),  in each case at a Redemption  Price of 100%
unless specified in such Security, together with accrued interest (including any
Additional Interest) to the Redemption Date.

     If less than all the Securities of any such series are to be redeemed,  the
aggregate principal amount of such Securities remaining Outstanding after giving
effect to such  redemption  shall be sufficient to satisfy any provisions of the
Trust  Agreement  related to the  Issuer  Trust to which  such  Securities  were
issued,  including  any  requirement  in such Trust  Agreement as to the minimum
Liquidation  Amount  (as  defined in such Trust  Agreement)  of Trust  Preferred
Securities  that  may  be  held  by  a  holder  of  Trust  Preferred  Securities
thereunder.


                       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 any series  except as otherwise  specified as
contemplated by Section 3.1 for such Securities.

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

     SECTION 12.2.  Satisfaction of Sinking Fund Payments with
Securities.

     In lieu of making all or any part of a mandatory  sinking fund payment with
respect  to any  Securities  of a series  in cash,  the  Corporation  may at its
option, at any time no more than 16 months and no less than 45 days prior to the
date on  which  such  sinking  fund  payment  is  due,  deliver  to the  Trustee
Securities  of  such  series  (together  with  the  unmatured  coupons,  if any,
appertaining  thereto)  theretofore  purchased  or  otherwise  acquired  by  the
Corporation,  except  Securities of such series that have been redeemed  through
the application of mandatory or optional  sinking fund payments  pursuant to the
terms of the  Securities  of such series,  accompanied  by a  Corporation  Order
instructing  the  Trustee  to  credit  such  obligations  and  stating  that the
Securities of such series were  originally  issued by the  Corporation by way of
bona fide sale or other  negotiation for value;  provided that the Securities to
be so credited  have not been  previously so credited.  The  Securities to be so
credited  shall be received  and credited for such purpose by the Trustee at the
Redemption  Price for such  Securities,  as specified in the Securities so to be
redeemed, 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 45 days  prior to each  sinking  fund  payment  date for any
series of Securities,  the Corporation  will deliver to the Trustee an Officers'
Certificate  specifying the amount of the next ensuing  sinking fund payment for
such Securities  pursuant to the terms of such Securities,  the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities  of such series are payable  (except as provided  pursuant to Section
3.1) and the portion thereof,  if any, that is to be satisfied by delivering and
crediting  Securities  pursuant  to Section  12.2 and will also  deliver (to the
extent  not  previously  delivered)  to  the  Trustee  any  Securities  to be so
delivered. Such Officers' Certificate shall be irrevocable and upon its delivery
the Corporation  shall be obligated to make the cash payment or payments therein
referred to, if any, on or before the  succeeding  sinking fund payment date. In
the case of the failure of the Corporation to deliver such Officers' Certificate
(or,  as  required  by this  Indenture,  the  Securities  and  coupons,  if any,
specified in such Officers'  Certificate) by the due date therefor,  the sinking
fund  payment due on the  succeeding  sinking  fund payment date for such series
shall be paid  entirely in cash and shall be  sufficient to redeem the principal
amount of the  Securities  of such series  subject to a mandatory  sinking  fund
payment without the right to deliver or credit securities as provided in Section
12.2 and  without  the right to make the  optional  sinking  fund  payment  with
respect to such series at such time.

     Any sinking fund payment or payments  (mandatory or optional)  made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Securities of any  particular  series shall be applied by the Trustee (or
by the  Corporation if the Corporation is acting as its own Paying Agent) on the
sinking  fund payment date on which such payment is made (or, if such payment is
made before a sinking  fund  payment  date,  on the sinking  fund  payment  date
immediately  following the date of such payment) to the redemption of Securities
of such series at the Redemption Price specified in such Securities with respect
to the  sinking  fund.  Any and all  sinking  fund  moneys  with  respect to the
Securities of any particular  series held by the Trustee (or if the  Corporation
is acting as its own Paying Agent,  segregated  and held in trust as provided in
Section  10.3) on the last sinking fund payment date with respect to  Securities
of such  series  and not  held  for the  payment  or  redemption  of  particular
Securities of such series shall be applied by the Trustee (or by the Corporation
if the  Corporation  is acting as its own  Paying  Agent),  together  with other
moneys,  if  necessary,  to be  deposited  (or  segregated)  sufficient  for the
purpose,  to the payment of the  principal of the  Securities  of such series at
Maturity.  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  Corporation in the manner  provided in Section 11.4.  Such notice having
been duly given,  the redemption of such Securities shall be made upon the terms
and in the manner stated in Section 11.6. On or before each sinking fund payment
date, the Corporation shall pay to the Trustee (or, if the Corporation is acting
as its own Paying Agent,  the  Corporation  shall segregate and hold in trust as
provided in Section  10.3) in cash a sum in the currency in which  Securities of
such series are payable  (except as provided  pursuant to Section  3.1) equal to
the principal (and premium,  if any) and any interest  (including any Additional
Interest)  accrued to the Redemption Date for Securities or portions  thereof to
be redeemed on such sinking fund payment date pursuant to this Section 12.3.

     Neither the Trustee nor the  Corporation  shall redeem any  Securities of a
series with sinking fund moneys or mail any notice of  redemption  of Securities
of such  series by  operation  of the sinking  fund for such  series  during the
continuance  of a default in payment of interest,  if any, on any  Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a  consequence  of this  paragraph)  with respect to the  Securities  of such
series,  except  that if the notice of  redemption  shall have been  provided in
accordance with the provisions hereof,  the Trustee (or the Corporation,  if the
Corporation is then acting as its own Paying Agent) shall redeem such Securities
if cash  sufficient  for that purpose  shall be  deposited  with the Trustee (or
segregated by the  Corporation) for that purpose in accordance with the terms of
this Article XII.  Except as aforesaid,  any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys  thereafter paid into such sinking fund shall,  during the continuance of
such  default or Event of Default,  be held as  security  for the payment of the
Securities and coupons, if any, of such series; provided,  however, that in case
such default or Event of Default  shall have been cured or waived  herein,  such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities  of such series on which such  moneys may be applied  pursuant to the
provisions of this Section 12.3.


<PAGE>


                          ARTICLE XIII

                     SUBORDINATION OF SECURITIES

     SECTION 13.1.  Securities Subordinate to Senior Debt.

     The Corporation covenants and agrees, and each Holder of a Security, by its
acceptance  thereof,  likewise covenants and agrees,  that, to the extent and in
the manner  hereinafter set forth in this Article,  the payment of the principal
of (and premium,  if any) and interest  (including any  Additional  Interest) on
each and all of the  Securities  of each and every  series are hereby  expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Debt of the Corporation.

     SECTION 13.2.  No Payment When Senior Debt in Default; Payment
Over of Proceeds Upon Dissolution, Etc.

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

     In the event of (i) any insolvency, bankruptcy, receivership,  liquidation,
reorganization,  readjustment, composition or other similar proceedings relating
to the Corporation,  its creditors or its property,  (ii) any proceeding for the
liquidation,  dissolution or other winding up of the  Corporation,  voluntary or
involuntary,  whether or not involving  insolvency  or  bankruptcy  proceedings,
(iii) any assignment by the Corporation for the benefit of creditors or (iv) any
other  marshalling of the assets of the  Corporation  (each such event,  if any,
herein  sometimes  referred  to as a  "Proceeding"),  all  Senior  Debt  of  the
Corporation  (including any interest  thereon accruing after the commencement of
any  such  proceedings),  shall  first be paid in full  before  any  payment  or
distribution,  whether in cash,  securities or other property,  shall be made to
any  Holder  of any  of the  Securities  on  account  thereof.  Any  payment  or
distribution,  whether  in  cash,  securities  or  other  property  (other  than
securities of the Corporation or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate,  at least to
the  extent  provided  in these  subordination  provisions  with  respect to the
indebtedness  evidenced by the  Securities  to the payment of all Senior Debt of
the Corporation at the time outstanding and to any securities  issued in respect
thereof  under any such plan of  reorganization  or  readjustment),  which would
otherwise (but for these subordination  provisions) be payable or deliverable in
respect of the  Securities of any series shall be paid or delivered  directly to
the holders of Senior Debt of the  Corporation in accordance with the priorities
then  existing  among such  holders  until all such Senior Debt  (including  any
interest thereon  accruing after the commencement of any Proceeding)  shall have
been paid in full.

     In the event of any  Proceeding,  after  payment  in full of all sums owing
with  respect to the  Corporation's  Senior Debt the  Holders of the  Securities
together with the holders of any  obligations  of the  Corporation  ranking on a
parity  with the  Securities  (which for this  purpose  only shall  include  the
Allocable Amounts of Senior Subordinated Indebtedness),  shall be entitled to be
paid from the remaining  assets of the  Corporation  the amounts at the time due
and owing on account of unpaid  principal of (and premium,  if any) and interest
on the  Securities  and such  other  obligations  before  any  payment  or other
distribution,  whether in cash, property or otherwise,  shall be made on account
of any capital stock or any obligations of the Corporation ranking junior to the
Securities and such other obligations.  If,  notwithstanding the foregoing,  any
payment or  distribution  of any  character  or any  security,  whether in cash,
securities or other property  (other than  securities of the  Corporation or any
other  corporation  provided for by a plan of reorganization or readjustment the
payment  of which is  subordinate,  at least  to the  extent  provided  in these
subordination  provisions  with  respect to the  indebtedness  evidenced  by the
Securities  to the  payment of all Senior  Debt of the  Corporation  at the time
outstanding and to any securities  issued in respect thereof under any such plan
of  reorganization  or  readjustment),  shall be  received by the Trustee or any
Holder in contravention of any of the terms hereof and before all Senior Debt of
the  Corporation  shall have been paid in full,  such payment or distribution or
security  shall be  received in trust for the benefit of, and shall be paid over
or  delivered  and  transferred  to,  the  holders  of the  Senior  Debt  of the
Corporation  at the time  outstanding  in accordance  with the  priorities  then
existing among such holders for application to the payment of all Senior Debt of
the Corporation remaining unpaid, to the extent necessary to pay all such Senior
Debt of the Corporation  remaining  unpaid,  to the extent  necessary to pay all
such Senior Debt of the  Corporation in full. In the event of the failure of the
Trustee or any Holder to endorse  or assign any such  payment,  distribution  or
security,  each holder of Senior Debt of the  Corporation is hereby  irrevocably
authorized to endorse or assign the same.

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

     The provisions of this Section 13.2 shall not impair any rights, interests,
remedies or powers of any secured  creditor of the Corporation in respect of any
security  interest the creation of which is not  prohibited by the provisions of
this Indenture.

     The securing of any obligations of the Corporation  otherwise  ranking on a
parity with the  Securities  or ranking  junior to the  Securities  shall not be
deemed to prevent such obligations from constituting,  respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

     SECTION 13.3.  Payment Permitted If No Default.

     Nothing  contained in this Article or elsewhere in this Indenture or in any
of the Securities  shall prevent (i) the Corporation at any time,  except during
the pendency of the conditions  described in the first paragraph of Section 13.2
or of any Proceeding  referred to in Section 13.2,  from making  payments at any
time of principal of (and premium, if any) or interest (including any Additional
Interest) on the Securities or (ii) the application by the Trustee of any moneys
deposited  with it hereunder to the payment of or on account of the principal of
(and premium,  if any) or interest  (including any  Additional  Interest) on the
Securities or the  retention of such payment by the Holders,  if, at the time of
such  application  by the Trustee,  it did not have  knowledge that such payment
would have been prohibited by the provisions of this Article.

     SECTION 13.4.  Subrogation to Rights of Holders of Senior
Debt.

     Subject to the  payment in full of all  amounts due or to become due on all
Senior Debt of the Corporation or the provision for such payment in cash or cash
equivalents or otherwise in a manner  satisfactory to the holders of Senior Debt
of the  Corporation as the case may be, the Holders of the  Securities  shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Debt pursuant to the provisions of this Article (equally and ratably
with the  holders of all  indebtedness  of the  Corporation  that by its express
terms is  subordinated to Senior Debt of the  Corporation to  substantially  the
same  extent  as the  Securities  are  subordinated  to the  Senior  Debt of the
Corporation  and is  entitled  to like  rights of  subrogation  by reason of any
payments or distributions  made to holders of such Senior Debt) to the rights of
the holders of such Senior Debt to receive  payments and  distributions of cash,
property and securities  applicable to the Senior Debt of the Corporation  until
the principal of (and premium,  if any) and interest  (including  any Additional
Interest)  on the  Securities  shall  be  paid in  full.  For  purposes  of such
subrogation,  no payments or  distributions to the holders of the Senior Debt of
the Corporation 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,  and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt of the  Corporation  by Holders of the  Securities or the
Trustee,  shall, as among the  Corporation,  its creditors other than holders of
its Senior Debt and the Holders of the  Securities  be deemed to be a payment or
distribution by the Corporation to or on account of its Senior Debt.


     SECTION 13.5.  Provisions Solely to Define Relative Rights.

     The provisions of this Article are and are intended  solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior  Debt of the  Corporation  on the other hand.  Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (i) impair,  as between the  Corporation and the Holders of
the  Securities  the  obligations  of the  Corporation  which are  absolute  and
unconditional,  to pay to the Holders of the  Securities  the  principal of (and
premium,  if any)  and  interest  (including  any  Additional  Interest)  on the
Securities as and when the same shall become due and payable in accordance  with
their terms,  (ii) affect the relative  rights  against the  Corporation  of the
Holders of the  Securities  and  creditors of the  Corporation  other than their
rights in relation to the  holders of Senior  Debt of the  Corporation  or (iii)
prevent the Trustee or the Holder of any  Security  (or to the extent  expressly
provided herein, the holder of any Trust Preferred Security) from exercising all
remedies  otherwise   permitted  by  applicable  law  upon  default  under  this
Indenture,  including filing and voting claims in any Proceeding, subject to the
rights,  if any,  under  this  Article  of the  holders  of  Senior  Debt of the
Corporation  to receive  cash,  property  and  securities  otherwise  payable or
deliverable to the Trustee or such Holder.

     SECTION 13.6.  Trustee to Effectuate Subordination.

     Each Holder of a Security by his or her acceptance  thereof  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  provided in this
Article and  appoints  the Trustee his or her  attorney-in-fact  for any and all
such purposes.

     SECTION 13.7.  No Waiver of Subordination Provisions.

     No right of any present or future holder of any of the Corporation's Senior
Debt 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
Corporation or by any act or failure to act, in good faith,  by any such holder,
or by any  noncompliance  by the  Corporation  with the  terms,  provisions  and
covenants of this Indenture,  regardless of any knowledge  thereof that any such
holder may have or be otherwise charged with.

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

     SECTION 13.8.  Notice to Trustee.

     The Corporation shall give prompt written notice to the Trustee of any fact
known to the Corporation  that would prohibit the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the provisions of this
Article 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 to or by the Trustee in respect of the  Securities  unless
and until the  Trustee  shall have  received  written  notice  thereof  from the
Corporation or a holder of the Corporation's Senior Debt, as the case may be, or
from any trustee, agent or representative therefor;  provided,  however, that if
the Trustee shall not have  received the notice  provided for in this Section at
least two  Business  Days prior to the date upon  which by the terms  hereof any
moneys  may  become  payable  for any  purpose  (including,  the  payment of the
principal of (and premium,  if any, on) or interest  (including  any  Additional
Interest)  on any  Security)  then,  anything  herein  contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys and to apply the same to the  purpose  for which they were  received  and
shall not be affected by any notice to the  contrary  that may be received by it
within two Business Days prior to such date.

     Subject to the  provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing  himself
or herself  to be a holder of Senior  Debt of the  Corporation  (or a trustee or
attorney-in-fact  therefor),  to establish  that such notice has been given by a
holder of Senior  Debt of the  Corporation  (or a  trustee  or  attorney-in-fact
therefor).  In the event that the Trustee  determines in good faith that further
evidence  is  required  with  respect  to the right of any Person as a holder of
Senior Debt of the  Corporation to  participate  in any payment or  distribution
pursuant  to this  Article,  the  Trustee  may  request  such  Person to furnish
evidence  to the  reasonable  satisfaction  of the  Trustee  as to the amount of
Senior Debt of the  Corporation  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,  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 13.9.  Reliance on Judicial Order or Certificate of
Liquidating Agent.


<PAGE>


     Upon any payment or distribution  of assets of the Corporation  referred to
in this Article, the Trustee,  subject to the provisions of Section 6.1, and the
Holders of the  Securities  shall be  entitled  to rely upon any order or decree
entered  by any court of  competent  jurisdiction  in which such  Proceeding  is
pending,  or a certificate of the trustee in bankruptcy,  receiver,  liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution,  delivered to the Trustee or to the Holders
of  Securities  for  the  purpose  of  ascertaining   the  Persons  entitled  to
participate in such payment or distribution,  the holders of the Senior Debt and
other indebtedness of the Corporation the amount thereof or payable thereon, the
amount or amounts  paid or  distributed  thereon and all other  facts  pertinent
thereto or to this Article.

     SECTION 13.10.  Trustee Not Fiduciary for Holders of Senior
Debt.

     The Trustee, in its capacity as trustee under this Indenture,  shall not be
deemed to owe any fiduciary duty to the holders of the Corporation's Senior Debt
and shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Securities or to the  Corporation or to any
other Person cash,  property or securities to which any holders of Corporation's
Senior Debt shall be entitled by virtue of this Article or otherwise.

     SECTION 13.11.  Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights.

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

     SECTION 13.12.  Article Applicable to Paying Agents.

     If at any time any  Paying  Agent  other than the  Trustee  shall have been
appointed by the Corporation and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise  requires)
be construed as extending to and including  such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee.

                             * * * *

     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.




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

                   SOUTH CAROLINA ELECTRIC & GAS COMPANY

                   By: s/ M. R. Cannon
                   Name: M. R. Cannon
                   Title: Treasurer

                   Address:  South Carolina Electric & Gas Company




