Indenture



 Exhibit 4.6 

 

 

 

GOLD BANC CORPORATION, INC.

  as Company

 

 

INDENTURE

  Dated as of March 15, 2004

 

JPMORGAN CHASE BANK

  As Trustee

 

JUNIOR SUBORDINATED DEBT SECURITIES

 Due April 23, 2034

 

 






 TABLE OF CONTENTS

		 	Page
		 	 
	 ARTICLE I
	 DEFINITIONS
	SECTION 1.01.    Definitions	1
	 	Additional Interest	1
	 	Additional Provisions	1
	 	Authenticating Agent	1
	 	Bankruptcy Law	1
	 	Board of Directors	1
	 	Board Resolution	2
	 	Business Day	2
	 	Calculation Agent	2
	 	Capital Securities	2
	 	Capital Securities Guarantee	2
	 	Capital Treatment Event	2
	 	Certificate	3
	 	Common Securities	3
	 	Company	3
	 	Debt Security	3
	 	Debt Security Register	3
	 	Declaration	3
	 	Default	3
	 	Defaulted Interest	3
	 	Deferred Interest	3
	 	Event of Default	3


 -i-





 
 TABLE OF CONTENTS

  (CONTINUED)

	 	 	Page
	 	 	 
	 	Extension Period	3
	 	Federal Reserve	3
	 	Fixed Rate	3
	 	Fixed Rate Period	3
	 	Indenture	3
	 	Initial Purchaser	3
	 	Institutional Trustee	3
	 	Interest Payment Date	4
	 	Interest Rate	4
	 	Investment Company Event	4
	 	LIBOR	4
	 	LIBOR Banking Day	4
	 	LIBOR Business Day	4
	 	LIBOR Determination Date	4
	 	Liquidation Amount	4
	 	Maturity Date	4
	 	Notice	4
	 	Officers' Certificate	4
	 	Opinion of Counsel	4
	 	OTS	5
	 	Outstanding	5
	 	Paying Agent	5
	 	Person	5
	 	Predecessor Security	5


 -ii-





 
 TABLE OF CONTENTS

  (CONTINUED)

	 	 	Page
	 	 	 
	 	Principal Office of the Trustee	5
	 	Redemption Date	5
	 	Redemption Price	5
	 	Responsible Officer	5
	 	Securityholder	6
	 	Senior Indebtedness	6
	 	Special Event	6
	 	Special Redemption Date	6
	 	Special Redemption Price	6
	 	Subsidiary	7
	 	Tax Event	7
	 	Trust	7
	 	Trust Indenture Act	7
	 	Trust Securities	7
	 	Trustee	7
	 	United States	8
	 	U.S. Person	8
	 	Variable Rate	8


 ARTICLE II

  DEBT SECURITIES

	SECTION 2.01.	Authentication and Dating	8
	SECTION 2.02.	Form of Trustee's Certificate of Authentication	8
	SECTION 2.03.	Form and Denomination of Debt Securities	9
	SECTION 2.04.	Execution of Debt Securities	9


 -iii-





 
 TABLE OF CONTENTS 

  (CONTINUED)

	 	 	Page
	 	 	 
	SECTION 2.05.	Exchange and Registration of Transfer of Debt Securities	9
	SECTION 2.06.	Mutilated, Destroyed, Lost or Stolen Debt Securities	12
	SECTION 2.07.	Temporary Debt Securities	13
	SECTION 2.08.	Payment of Interest	13
	SECTION 2.09.	Cancellation of Debt Securities Paid, etc	15
	SECTION 2.10.	Computation of Interest	15
	SECTION 2.11.	Extension of Interest Payment Period	17
	SECTION 2.12.	CUSIP Numbers	18
	 	 	 
	ARTICLE III
	PARTICULAR COVENANTS OF THE COMPANY
	 	 	 
	SECTION 3.01.	Payment of Principal, Premium and Interest; Agreed
      Treatment of	 
	 	the Debt Securities	18
	SECTION 3.02.	Offices for Notices and Payments, etc	19
	SECTION 3.03.	Appointments to Fill Vacancies in Trustee's Office	20
	SECTION 3.04.	Provision as to Paying Agent	20
	SECTION 3.05.	Certificate to Trustee	21
	SECTION 3.06.	Additional Interest	21
	SECTION 3.07.	Compliance with Consolidation Provisions	21
	SECTION 3.08.	Limitation on Dividends	21
	SECTION 3.09.	Covenants as to the Trust	22
	 	 	 
	ARTICLE IV
	LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE
	 	 	 
	SECTION 4.01.	Securityholders' Lists	23
	SECTION 4.02.	Preservation and Disclosure of Lists	23


 

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 TABLE OF CONTENTS 

  (CONTINUED)

	 	 	Page
	 	 	 
	ARTICLE V
	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
      UPON AN EVENT OF
	DEFAULT
	 	 	 
	SECTION 5.01.	Events of Default	24
	SECTION 5.02.	Payment of Debt Securities on Default; Suit Therefor	26
	SECTION 5.03.	Application of Moneys Collected by Trustee	27
	SECTION 5.04.	Proceedings by Securityholders	28
	SECTION 5.05.	Proceedings by Trustee	28
	SECTION 5.06.	Remedies Cumulative and Continuing	29
	SECTION 5.07.	Direction of Proceedings and Waiver of Defaults by
      Majority of	 
	 	Securityholders	29
	SECTION 5.08.	Notice of Defaults	30
	SECTION 5.09.	Undertaking to Pay Costs	30
	 	 	 
	ARTICLE VI
	CONCERNING THE TRUSTEE
	 	 	 
	SECTION 6.01.	Duties and Responsibilities of Trustee	31
	SECTION 6.02.	Reliance on Documents, Opinions, etc	32
	SECTION 6.03.	No Responsibility for Recitals, etc	33
	SECTION 6.04.	Trustee, Authenticating Agent, Paying Agents, Transfer
      Agents or	 
	 	Registrar May Own Debt Securities	33
	SECTION 6.05.	Moneys to be Held in Trust	33
	SECTION 6.06.	Compensation and Expenses of Trustee	34
	SECTION 6.07.	Officers' Certificate as Evidence	35
	SECTION 6.08.	Eligibility of Trustee	35
	SECTION 6.09.	Resignation or Removal of Trustee, Calculation Agent,
      Paying	 
	 	Agent or Debt Security Registrar	35
	SECTION 6.10.	Acceptance by Successor	37


 -v-





 
 TABLE OF CONTENTS

  (CONTINUED)

		 	Page
		 	 
	SECTION 6.11.	Succession by Merger, etc	38
	SECTION 6.12.	Authenticating Agents	38
	 	 	 
	ARTICLE VII
	CONCERNING THE SECURITYHOLDERS
	 	 	 
	SECTION 7.01.	Action by Securityholders	39
	SECTION 7.02.	Proof of Execution by Securityholders	40
	SECTION 7.03.	Who Are Deemed Absolute Owners	40
	SECTION 7.04.	Debt Securities Owned by Company Deemed Not Outstanding	40
	SECTION 7.05.	Revocation of Consents; Future Securityholders Bound	41
	 	 	 
	ARTICLE VIII
	SECURITYHOLDERS' MEETINGS
	 	 	 
	SECTION 8.01.	Purposes of Meetings	41
	SECTION 8.02.	Call of Meetings by Trustee	42
	SECTION 8.03.	Call of Meetings by Company or Securityholders	42
	SECTION 8.04.	Qualifications for Voting	42
	SECTION 8.05.	Regulations	42
	SECTION 8.06.	Voting	43
	SECTION 8.07.	Quorum; Actions	43
	SECTION 8.08.	Written Consent Without a Meeting	44
	 	 	 
	ARTICLE IX
	SUPPLEMENTAL INDENTURES
	 	 	 
	SECTION 9.01.	Supplemental Indentures without Consent of Securityholders	45
	SECTION 9.02.	Supplemental Indentures with Consent of Securityholders	46
	SECTION 9.03.	Effect of Supplemental Indentures	47
	SECTION 9.04.	Notation on Debt Securities	47


 -vi-





 
 TABLE OF CONTENTS

  (CONTINUED)

	 	 	Page
	 	 	 
	SECTION 9.05.	Evidence of Compliance of Supplemental Indenture to
      be	 
	 	furnished to Trustee	47
	 	 	 
	ARTICLE X
	REDEMPTION OF SECURITIES
	 	 	 
	SECTION 10.01.	Optional Redemption	48
	SECTION 10.02.	Special Event Redemption	48
	SECTION 10.03.	Notice of Redemption; Selection of Debt Securities	48
	SECTION 10.04.	Payment of Debt Securities Called for Redemption	49
	 	 	 
	ARTICLE XI
	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND
      LEASE
	 	 	 
	SECTION 11.01.	Company May Consolidate, etc., on Certain Terms	49
	SECTION 11.02.	Successor Entity to be Substituted	50
	SECTION 11.03.	Opinion of Counsel to be Given to Trustee	51
	 	 	 
	ARTICLE XII
	SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	 
	SECTION 12.01.	Discharge of Indenture	51
	SECTION 12.02.	Deposited Moneys to be Held in Trust by Trustee	52
	SECTION 12.03.	Paying Agent to Repay Moneys Held	52
	SECTION 12.04.	Return of Unclaimed Moneys	52
	 	 	 
	ARTICLE XIII
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
      OFFICERS AND DIRECTORS
	 	 	 
	SECTION 13.01.	Indenture and Debt Securities Solely Corporate Obligations	52
	 	 	 
	ARTICLE XIV
	MISCELLANEOUS PROVISIONS
	 	 	 
	SECTION 14.01.	Successors	53
	SECTION 14.02.	Official Acts by Successor Entity	53
	SECTION 14.03.	Surrender of Company Powers	53


 -vii-





 
 TABLE OF CONTENTS

  (CONTINUED)

		 	Page
		 	 
	SECTION 14.04.	Addresses for Notices, etc	53
	SECTION 14.05.	Governing Law	54
	SECTION 14.06.	Evidence of Compliance with Conditions Precedent	54
	SECTION 14.07.	Non-Business Days	54
	SECTION 14.08.	Table of Contents, Headings, etc	54
	SECTION 14.09.	Execution in Counterparts	55
	SECTION 14.10.	Severability	55
	SECTION 14.11.	Assignment	55
	SECTION 14.12.	Acknowledgment of Rights	55
	 	 	 
	ARTICLE XV
	SUBORDINATION OF DEBT SECURITIES
	 	 	 
	SECTION 15.01.	Agreement to Subordinate	56
	SECTION 15.02.	Default on Senior Indebtedness	56
	SECTION 15.03.	Liquidation; Dissolution; Bankruptcy	56
	SECTION 15.04.	Subrogation	58
	SECTION 15.05.	Trustee to Effectuate Subordination	59
	SECTION 15.06.	Notice by the Company	59
	SECTION 15.07.	Rights of the Trustee, Holders of Senior Indebtedness	59
	SECTION 15.08.	Subordination May Not Be Impaired	60
	 	 	 
	EXHIBITS	 
		 	 
	EXHIBIT A	FORM OF DEBT SECURITY	 


 

 

-viii-





 
          THIS
  INDENTURE, dated as of March 15, 2004, between Gold Banc Corporation, Inc.,
  a financial holding company incorporated in Kansas (hereinafter sometimes called
  the "Company"), and JPMorgan Chase Bank as trustee (hereinafter sometimes called
  the "Trustee").

 W I T N E S S E T H:

          WHEREAS,
  for its lawful corporate purposes, the Company has duly authorized the issuance
  of its Junior Subordinated Debt Securities due April 23, 2034 (the "Debt Securities")
  under this Indenture and to provide, among other things, for the execution and
  authentication, delivery and administration thereof, the Company has duly authorized
  the execution of this Indenture.

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

 ARTICLE I

 DEFINITIONS

  SECTION 1.01. Definitions.

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

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

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

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

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

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





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

          "Business
  Day" means any day other than a Saturday, Sunday or any other day on which banking
  institutions in Wilmington, Delaware, New York City or the city of the Principal
  Office of the Trustee are permitted or required by any applicable law or executive
  order to close.

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

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

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

          "Capital
  Treatment Event" means, if the Company is organized and existing under the laws
  of the United States or any state thereof or the District of Columbia, the receipt
  by the Company and the Trust of an Opinion of Counsel experienced in such matters
  to the effect that, as a result of any amendment to, or change in, the laws,
  rules or regulations of the United States or any political subdivision thereof
  or therein, or as the result of any official or administrative pronouncement
  or action or decision interpreting or applying such laws, rules or regulations,
  which amendment or change is effective or which pronouncement, action or decision
  is announced on or after the date of original issuance of the Debt Securities,
  there is more than an insubstantial risk that the Company will not, within 90
  days of the receipt of such opinion, the aggregate Liquidation Amount of the
  Capital Securities will not be eligible to be treated by the Company as "Tier
  1 Capital" (or the then equivalent thereof) for purposes of the capital adequacy
  guidelines of the Federal Reserve (or any successor regulatory authority with
  jurisdiction over bank or financial holding companies), as then in effect and
  applicable to the Company (or if the Company is not a bank holding company,
  such guidelines applied to the Company as if the Company were subject to such
  guidelines); provided, however, that the inability of the Company to treat all
  or any portion of the aggregate Liquidation Amount of the Capital Securities
  as Tier 1 Capital shall not constitute the basis for a Capital Treatment Event,
  if such inability results from the Company having cumulative preferred stock,
  minority interests in consolidated subsidiaries, or any other class of security
  or interest which the Federal Reserve or OTS, as applicable, may now or hereafter
  accord Tier 1 Capital treatment in excess of the amount which may now or hereafter
  qualify for treatment as Tier 1 Capital under applicable capital adequacy guidelines;
  provided further, however, that the distribution of the Debt Securities in connection
  with the liquidation of the Trust by the Company shall not in and of itself
  constitute a Capital Treatment

  -2-





 
 Event unless such liquidation shall have occurred in connection
  with a Tax Event or an Investment Company Event.

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

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

          "Company"
  means Gold Banc Corporation, Inc., a financial holding company incorporated
  in Kansas, and, subject to the provisions of Article XI, shall include its successors
  and assigns.

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

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

          "Declaration"
  means the Amended and Restated Declaration of Trust of the Trust dated as of
  March 15, 2004, as amended or supplemented from time to time.

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

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

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

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

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

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

          "Fixed
  Rate" means a per annum rate of interest, equal to 5.80% commencing March 15,
  2004.

           "Fixed
  Rate Period" has the meaning assigned to it in Section 2.10(a).

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

           "Initial
  Purchaser" means the initial purchaser of the Capital Securities.

  -3-





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

          "Interest
  Payment Date" means January 23, April 23, July 23 and October 23 of each year,
  commencing on April 23, 2004, during the term of this Indenture.

          "Interest
  Payment Period" means the period from and including an Interest Payment Date,
  or in the case of the first Interest Payment Period, the original date of issuance
  of the Debt Securities, to, but excluding, the next succeeding Interest Payment
  Date or, in the case of the last Interest Payment Period, the Redemption Date,
  Special Redemption Date or Maturity Date, as the case may be.

          "Interest
  Rate" is defined to include the Fixed Rate and the Variable Rate, as applicable.

          "Investment
  Company Event" means the receipt by the Company and the Trust of an Opinion
  of Counsel experienced in such matters to the effect that, as a result of a
  change in law or regulation or written change in interpretation or application
  of law or regulation by any legislative body, court, governmental agency or
  regulatory authority, there is more than an insubstantial risk that the Trust
  is or, within 90 days of the date of such opinion will be, considered an "investment
  company" that is required to be registered under the Investment Company Act
  of 1940, as amended, which change or prospective change becomes effective or
  would become effective, as the case may be, on or after the date of the original
  issuance of the Debt Securities.

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

           "LIBOR
  Banking Day" has the meaning set forth in Section 2.10(b)(1). "LIBOR Business
  Day" has the meaning set forth in Section 2.10(b)(1). "LIBOR Determination Date"
  has the meaning set forth in Section 2.10(b). "Liquidation Amount" means the
  liquidation amount of $1,000 per Trust Security. "Maturity Date" means April
  23, 2034.

           "Notice"
  has the meaning set forth in Section 2.11.

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

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

  -4-





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

          "OTS"
  means the Office of Thrift Supervision and any successor federal agency that
  is primarily responsible for regulating the activities of savings and loan holding
  companies.

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

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

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

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

           "Paying
  Agent" has the meaning set forth in Section 3.04(e).

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

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

          "Principal
  Office of the Trustee" means the office of the Trustee, at which at any particular
  time its corporate trust business shall be principally administered, which at
  all times shall be located within the United States and at the time of the execution
  of this Indenture shall be 600 Travis Street, 50th Floor, Houston,
  Texas 77002.

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

          "Redemption
  Price" means 100% of the principal amount of the Debt Securities being redeemed
  plus accrued and unpaid interest on such Debt Securities to the Redemption Date.

  -5-





 
          "Responsible
  Officer" means, with respect to the Trustee, any officer within the Principal
  Office of the Trustee with direct responsibility for the administration of the
  Indenture, including any vice-president, any assistant vice-president, any secretary,
  any assistant secretary, the treasurer, any assistant treasurer, any trust officer
  or other officer of the Principal Office of the Trustee customarily performing
  functions similar to those performed by any of the above designated officers
  and also means, with respect to a particular corporate trust matter, any other
  officer to whom such matter is referred because of that officer's knowledge
  of and familiarity with the particular subject.

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

          "Senior
  Indebtedness" means, with respect to the Company, (i) the principal, premium,
  if any, and interest in respect of (A) indebtedness of the Company for money
  borrowed and (B) indebtedness evidenced by securities, debentures, notes, bonds
  or other similar instruments issued by the Company; (ii) all capital lease obligations
  of the Company; (iii) all obligations of the Company issued or assumed as the
  deferred purchase price of property, all conditional sale obligations of the
  Company and all obligations of the Company under any title retention agreement
  (but excluding trade accounts payable arising in the ordinary course of business);
  (iv) all obligations of the Company for the reimbursement of any letter of credit,
  any banker's acceptance, any security purchase facility, any repurchase agreement
  or similar arrangement, any interest rate swap, any other hedging arrangement,
  any obligation under options or any similar credit or other transaction; (v)
  all obligations of the type referred to in clauses (i) through (iv) above of
  other Persons for the payment of which the Company is responsible or liable
  as obligor, guarantor or otherwise; and (vi) all obligations of the type referred
  to in clauses (i) through (v) above of other Persons secured by any lien on
  any property or asset of the Company (whether or not such obligation is assumed
  by the Company), whether incurred on or prior to the date of this Indenture
  or thereafter incurred, unless, with the prior approval of the Federal Reserve
  if not otherwise generally approved, it is provided in the instrument creating
  or evidencing the same or pursuant to which the same is outstanding, that such
  obligations are not superior or are pari passu in right of payment to the Debt
  Securities; provided, however, that Senior Indebtedness shall not include (A)
  any debt securities issued to any trust other than the Trust (or a trustee of
  such trust) that is a financing vehicle of the Company (a “financing entity”),
  in connection with the issuance by such financing entity of equity or other
  securities in transactions substantially similar in structure to the transactions
  contemplated hereunder and in the Declaration or (B) any guarantees of the Company
  in respect of the equity or other securities of any financing entity referred
  to in clause (A) above.

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

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

          "Special
  Redemption Price" means 100% of the principal amount of the Debt Securities
  being redeemed plus accrued and unpaid interest on such Debt Securities to the
  Special Redemption Date.

  -6-





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

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

          "Trust"
  means Gold Banc Trust III, the Delaware statutory trust, or any other similar
  trust created for the purpose of issuing Capital Securities in connection with
  the issuance of Debt Securities under this Indenture, of which the Company is
  the sponsor.

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

          "Trust
  Securities" means Common Securities and Capital Securities of Gold Banc Trust
  III.

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

  -7-





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

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

          "Variable
  Rate" means a per annum rate of interest, equal to LIBOR plus 2.75%, as determined
  on the LIBOR Determination Date preceding each Interest Payment Date, reset
  quarterly, commencing upon expiration of the Fixed Rate Period.

 ARTICLE II

 DEBT SECURITIES

     SECTION 2.01. Authentication
  and Dating.

          Upon
  the execution and delivery of this Indenture, or from time to time thereafter,
  Debt Securities in an aggregate principal amount not in excess of $16,495,000
  may be executed and delivered by the Company to the Trustee for authentication,
  and the Trustee shall thereupon authenticate and make available for delivery
  said Debt Securities to or upon the written order of the Company, signed by
  its Chairman of the Board of Directors, Vice Chairman, President or Chief Financial
  Officer or one of its Vice Presidents, without any further action by the Company
  hereunder. In authenticating such Debt Securities, and accepting the additional
  responsibilities under this Indenture in relation to such Debt Securities, the
  Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
  fully protected in relying upon a copy of any Board Resolution or Board Resolutions
  relating thereto and, if applicable, an appropriate record of any action taken
  pursuant to such resolution, in each case certified by the Secretary or an Assistant
  Secretary or other officers with appropriate delegated authority of the Company
  as the case may be.

          The
  Trustee shall have the right to decline to authenticate and deliver any Debt
  Securities under this Section if the Trustee, being advised by counsel, determines
  that such action may not lawfully be taken or if a Responsible Officer of the
  Trustee in good faith shall determine that such action would expose the Trustee
  to personal liability to existing Securityholders. The Trustee shall also be
  entitled to receive an opinion of counsel to the effect that (1) all conditions
  precedent to the execution, delivery and authentication of the Securities have
  been complied with; (2) the Securities are not required to be registered under
  the Securities Act; and (3) the Indenture is not required to be qualified under
  the Trust Indenture Act.

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

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

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

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

  -8-





 
           JPMorgan
  Chase Bank, not in its individual capacity but solely as Trustee


   By __________________________________

                       
       Authorized Signatory



     SECTION 2.03. Form and
  Denomination of Debt Securities.

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

     SECTION 2.04. Execution
  of Debt Securities.

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

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

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

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

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

  -9-





 
 transfer of all Debt Securities as provided
  in this Article II. Such register shall be in written form or in any other form
  capable of being converted into written form within a reasonable time.

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

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

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

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

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

          THIS
  SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
  (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
  SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
  MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
  ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
  OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO
  RULE 144A UNDER THE

  -10-





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

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

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

  -11-





 
 EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE
  SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION
  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
  APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

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

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

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

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

          The
  Trustee may authenticate any such substituted Debt Security and deliver the
  same upon the written request or authorization of any officer of the Company.
  Upon the issuance of any substituted Debt Security, the Company may require
  the payment of a sum sufficient to cover any tax or other governmental charge
  that may be imposed in relation thereto and any other expenses connected therewith.
  In case any Debt Security which has matured or is about to mature or has been
  called for redemption in full shall become mutilated or be destroyed, lost or

  -12-





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

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

     SECTION 2.07. Temporary
  Debt Securities.

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

     SECTION 2.08. Payment of
  Interest.

          During
  the Fixed Rate Period, each Debt Security will bear interest at the Fixed Rate.
  Thereafter each Debt Security will bear interest at the then applicable Variable
  Rate from and including each Interest Payment Date or, in the case of the first
  Interest Payment Period, the

  -13-





 
 original date of issuance of such Debt
  Security to, but excluding, the next succeeding Interest Payment Date or, in
  the case of the last Interest Payment Period, the Redemption Date, Special Redemption
  Date or Maturity Date, as applicable, on the principal thereof, on any overdue
  principal and (to the extent that payment of such interest is enforceable under
  applicable law) on Deferred Interest and on any overdue installment of interest
  (including Defaulted Interest), payable (subject to the provisions of Article
  XV) on each Interest Payment Date commencing on April 23, 2004. Interest and
  any Deferred Interest on any Debt Security that is payable, and is punctually
  paid or duly provided for by the Company, on any Interest Payment Date shall
  be paid to the Person in whose name said Debt Security (or one or more Predecessor
  Securities) is registered at the close of business on the regular record date
  for such interest installment, except that interest and any Deferred Interest
  payable on the Maturity Date shall be paid to the Person to whom principal is
  paid. In case (i) the Maturity Date of any Debt Security or (ii) any Debt Security
  or portion thereof is called for redemption and the redemption date is subsequent
  to a regular record date with respect to any Interest Payment Date and either
  on or prior to such Interest Payment Date, interest on such Debt Security will
  be paid upon presentation and surrender of such Debt Security.

          Any
  interest on any Debt Security, other than Deferred Interest, that is payable,
  but is not punctually paid or duly provided for by the Company, on any Interest
  Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
  payable to the registered holder on the relevant regular record date by virtue
  of having been such holder, and such Defaulted Interest shall be paid by the
  Company to the Persons in whose names such Debt Securities (or their respective
  Predecessor Securities) are registered at the close of business on a special
  record date for the payment of such Defaulted Interest, which shall be fixed
  in the following manner: the Company shall notify the Trustee in writing of
  the amount of Defaulted Interest proposed to be paid on each such Debt Security
  and the date of the proposed payment, and at the same time the Company shall
  deposit with the Trustee an amount of money equal to the aggregate amount proposed
  to be paid in respect of such Defaulted Interest or shall make arrangements
  reasonably 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 not be more than fifteen nor less than
  ten days prior to the date of the proposed payment and not less than ten days
  after the receipt by the Trustee of the notice of the proposed payment. The
  Trustee shall promptly notify the Company of such special record date and, in
  the name and at the expense of the Company, shall cause notice of the proposed
  payment of such Defaulted Interest and the special record date therefor to be
  mailed, first class postage prepaid, to each Securityholder at his or her address
  as it appears in the Debt Security Register, not less than ten days prior to
  such special record date. Notice of the proposed payment of such Defaulted Interest
  and the special record date therefor having been mailed as aforesaid, such Defaulted
  Interest shall be paid to the Persons in whose names such Debt Securities (or
  their respective Predecessor Securities) are registered on such special record
  date and thereafter the Company shall have no further payment obligation in
  respect of the Defaulted Interest.

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

  -14-





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

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

     SECTION 2.09. Cancellation
  of Debt Securities Paid, etc.

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

     SECTION 2.10. Computation
  of Interest.

          (a)
  From March 15, 2004 until April 23, 2009 (the "Fixed Rate Period"), the interest
  shall be computed on the basis of a 360-day year of twelve 30-day months and
  the amount payable for any partial period shall be computed on the basis of
  the number of days elapsed in a 360-day year of twelve 30-day months. Upon expiration
  of the Fixed Rate Period, the amount of interest payable for any Interest Payment
  Period will be computed on the basis of a 360-day year and the actual number
  of days elapsed in the relevant interest period; provided, however,
  that upon the occurrence of a Special Event Redemption pursuant to Section 10.02
  the amounts payable pursuant to this Indenture shall be calculated as set forth
  in the definition of Special Redemption Price.

          (b)
  Upon expiration of the Fixed Rate Period, LIBOR, for any Interest Payment Period,
  shall be determined by the Calculation Agent in accordance with the following
  provisions:


            (1)
    On the second LIBOR Business Day (provided, that on such day commercial banks
    are open for business (including dealings in foreign currency deposits) in
    London (a "LIBOR Banking Day"), and otherwise the next preceding LIBOR Business
    Day that is also a LIBOR Banking Day) prior to January 23, April 23, July
    23 and October 23 (each such day, a "LIBOR Determination Date" for the following
    Interest Payment Period), the Calculation Agent shall obtain the rate for
    three-month U.S. Dollar deposits in Europe, which appears on Telerate Page
    3750 (as defined in the International Swaps and Derivatives Association, Inc.
    2000 Interest Rate and Currency Exchange Definitions) or such other page as



 -15-





 

   may replace such Telerate Page 3750 on
    the Moneyline Telerate, Inc. service (or such other service or services as
    may be nominated by the British Banker's Association as the information vendor
    for the purpose of displaying London interbank offered rates for U.S. dollar
    deposits), as of 11:00 a.m. (London time) on such LIBOR Determination Date,
    and the rate so obtained shall be LIBOR for such Interest Payment Period,
    provided, however, that in the case of the first interest payment period,
    LIBOR will be interpolated from LIBOR for three-month U.S. Dollar deposits
    in Europe and LIBOR for two-month U.S. Dollar deposits in Europe on a straight-line
    basis. "LIBOR Business Day" means any day that is not a Saturday, Sunday or
    other day on which commercial banking institutions in The City of New York
    or Wilmington, Delaware are authorized or obligated by law or executive order
    to be closed. If such rate is superseded on Telerate Page 3750 by a corrected
    rate before 12:00 noon (London time) on the same LIBOR Determination Date,
    the corrected rate as so substituted will be LIBOR for that Interest Payment
    Period.

            (2)
    If, on any LIBOR Determination Date, such rate does not appear on Telerate
    Page 3750 or such other page as may replace such Telerate Page 3750 on the
    Moneyline Telerate, Inc. service (or such other service or services as may
    be nominated by the British Banker's Association as the information vendor
    for the purpose of displaying London interbank offered rates for U.S. dollar
    deposits), the Calculation Agent shall determine the arithmetic mean of the
    offered quotations of the Reference Banks (as defined below) to leading banks
    in the London Interbank market for three-month U.S. Dollar deposits in Europe
    (in an amount determined by the Calculation Agent) by reference to requests
    for quotations as of approximately 11:00 a.m. (London time) on the LIBOR Determination
    Date made by the Calculation Agent to the Reference Banks. If, on any LIBOR
    Determination Date, at least two of the Reference Banks provide such quotations,
    LIBOR shall equal the arithmetic mean of such quotations. If, on any LIBOR
    Determination Date, only one or none of the Reference Banks provide such a
    quotation, LIBOR shall be deemed to be the arithmetic mean of the offered
    quotations that at least two leading banks in the City of New York (as selected
    by the Calculation Agent) are quoting on the relevant LIBOR Determination
    Date for three-month U.S. Dollar deposits in Europe at approximately 11:00
    a.m. (London time) (in an amount determined by the Calculation Agent). As
    used herein, "Reference Banks" means four major banks in the London Interbank
    market selected by the Calculation Agent.

            (3)
    If the Calculation Agent is required but is unable to determine a rate in
    accordance with at least one of the procedures provided above, LIBOR for the
    applicable Interest Payment Period shall be LIBOR in effect for the immediately
    preceding Interest Payment Period.



          (c)
  All percentages resulting from any calculations on the Debt Securities will
  be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
  point, with five one-millionths of a percentage point rounded upward (e.g.,
  9.876545% (or .09876545) being

  -16-





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

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

     SECTION 2.11. Extension
  of Interest Payment Period.

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

  -17-





 
 receipt of the Notice, an Initial Purchaser
  shall have the right, at its sole discretion, to disclose the name of the Company,
  the fact that the Company has elected to begin an Extension Period and other
  information that such Initial Purchaser, at its sole discretion, deems relevant
  to the company's election to begin an Extension Period. The Trustee shall give
  notice of the Company's election to begin a new Extension Period to the Securityholders.

     SECTION 2.12. CUSIP Numbers.

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

 ARTICLE III

 PARTICULAR COVENANTS OF THE COMPANY

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

          (a)
  The Company covenants and agrees that it will duly and punctually pay or cause
  to be paid all payments due on the Debt Securities at the place, at the respective
  times and in the manner provided in this Indenture and the Debt Securities.
  At the option of the Company, each installment of interest on the Debt Securities
  may be paid (i) by mailing checks for such interest payable to the order of
  the holders of Debt Securities entitled thereto as they appear on the Debt Security
  Register or (ii) by wire transfer to any account with a banking institution
  located in the United States designated by such holders to the Paying Agent
  no later than the related record date. Notwithstanding anything to the contrary
  contained in this Indenture or any Debt Security, if the Trust or the trustee
  of the Trust is the holder of any Debt Security, then all payments in respect
  of such Debt Security shall be made by the Company in immediately available
  funds when due.

          (b)
  The Company will treat the Debt Securities as indebtedness, and the interest
  payable in respect of such Debt Securities as interest, for all U.S. federal
  income tax purposes. As a condition to the payment of any principal of or interest
  on any Debt Security without the imposition of withholding tax, the Company
  shall require the previous delivery of properly completed and signed applicable
  U.S. federal income tax certifications (generally, an Internal Revenue Service
  Form W-9 (or applicable successor form) in the case of a person that is a U.S.
  Person or an Internal Revenue Service Form W-8 (or applicable successor form)
  in the case of a person that is not a U.S. Person and any other certification
  acceptable to it to enable the Company and the Trustee to determine their respective
  duties and liabilities with respect to any taxes or other charges that they
  may be required to pay or withhold in respect of such Debt Security or the holder
  of such Debt Security under any present or future law or regulation of the

  -18-





 
 United States or any political subdivision
  thereof or taxing authority therein or to comply with any reporting or other
  requirements under any such law or regulation.

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

          (d)
  As of the date of this Indenture, the Company represents that the likelihood
  that it would exercise its right under Section 2.11 to defer payments of interest
  on the Debt Securities by commencing an Extension Period at any time during
  which the Debt Securities are outstanding is remote because of the restrictions
  that would be imposed on the Company's ability to declare or pay dividends or
  distributions on, or to redeem, purchase or make a liquidation payment with
  respect to, any of its outstanding equity and on the Company's ability to make
  any payments of principal of or interest on, or repurchase or redeem, any of
  its debt securities that rank pari passu in all respects with (or junior
  in interest to) the Debt Securities.

     SECTION 3.02. Offices for
  Notices and Payments, etc.

          So
  long as any of the Debt Securities remain outstanding, the Company will maintain
  in New York, New York an office or agency where the Debt Securities may be presented
  for payment, an office or agency where the Debt Securities may be presented
  for registration of transfer and for exchange as provided in this Indenture
  and an office or agency where notices and demands to or upon the Company in
  respect of the Debt Securities or of this Indenture may be served. The Company
  hereby appoints the Trustee at ITS Unit Trust Window, 4 New York Plaza, Ground
  Floor, New York, New York 10004, attention: ITS (Houston) – Gold Banc Trust
  III as such office or agency. In case the Company shall fail to maintain
  any such office or agency in New York, New York or shall fail to give such notice
  of the location or of any change in the location thereof, presentations and
  demands may be made and notices may be served at the Principal Office of the
  Trustee.

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

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

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

  -19-





 
     SECTION 3.04. Provision
  as to Paying Agent.

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


            (1)
    that it will hold all sums held by it as such agent for the payment of all
    payments due on the Debt Securities (whether such sums have been paid to it
    by the Company or by any other obligor on the Debt Securities) in trust for
    the benefit of the holders of the Debt Securities;

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

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



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

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

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

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

          (e)
  The Company hereby initially appoints the Trustee to act as Paying Agent (the
  "Paying Agent").

  -20-





 
     SECTION 3.05. Certificate
  to Trustee.

          The
  Company will deliver to the Trustee on or before 120 days after the end of each
  fiscal year, so long as Debt Securities are outstanding hereunder, a Certificate
  stating that in the course of the performance by the signers of their duties
  as officers of the Company they would normally have knowledge of any default
  by the Company in the performance of any covenants of the Company contained
  herein, stating whether or not they have knowledge of any such default and,
  if so, specifying each such default of which the signers have knowledge and
  the nature thereof.

     SECTION 3.06. Additional
  Interest.

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

     SECTION 3.07. Compliance
  with Consolidation Provisions.

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

     SECTION 3.08. Limitation
  on Dividends.

          If
  Debt Securities are initially issued to the Trust or a trustee of such Trust
  in connection with the issuance of Trust Securities by the Trust (regardless
  of whether Debt Securities continue to be held by such Trust) and (i) there
  shall have occurred and be continuing an Event of Default, (ii) the Company
  shall be in default with respect to its payment of any

  -21-





 
 obligations under the Capital Securities
  Guarantee or (iii) the Company shall have given notice of its election to defer
  payments of interest on the Debt Securities by extending the interest distribution
  period as provided herein and such period, or any extension thereof, shall have
  commenced and be continuing, then the Company may not (A) declare or pay any
  dividends or distributions on, or redeem, purchase, acquire, or make a liquidation
  payment with respect to, any of the Company's capital stock or (B) make any
  payment of principal of or interest or premium, if any, on or repay, repurchase
  or redeem any debt securities of the Company that rank pari passu in
  all respects with or junior in interest to the Debt Securities or (C) make any
  payment under any guarantees of the Company that rank pari passu in all
  respects with or junior in interest to the Capital Securities Guarantee (other
  than (a) repurchases, redemptions or other acquisitions of shares of capital
  stock of the Company (I) in connection with any employment contract, benefit
  plan or other similar arrangement with or for the benefit of one or more employees,
  officers, directors or consultants, (II) in connection with a dividend reinvestment
  or stockholder stock purchase plan or (III) in connection with the issuance
  of capital stock of the Company (or securities convertible into or exercisable
  for such capital stock), as consideration in an acquisition transaction entered
  into prior to the occurrence of (i), (ii) or (iii) above, (b) as a result of
  any exchange, reclassification, combination or conversion of any class or series
  of the Company's capital stock (or any capital stock of a subsidiary of the
  Company) for any class or series of the Company's capital stock or of any class
  or series of the Company's indebtedness for any class or series of the Company's
  capital stock, (c) the purchase of fractional interests in shares of the Company's
  capital stock pursuant to the conversion or exchange provisions of such capital
  stock or the security being converted or exchanged, (d) any declaration of a
  dividend in connection with any stockholder's rights plan, or the issuance of
  rights, stock or other property under any stockholder's rights plan, or the
  redemption or repurchase of rights pursuant thereto, or (e) any dividend in
  the form of stock, warrants, options or other rights where the dividend stock
  or the stock issuable upon exercise of such warrants, options or other rights
  is the same stock as that on which the dividend is being paid or ranks pari
  passu with or junior to such stock).

     SECTION 3.09. Covenants
  as to the Trust.

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

  -22-





 
 ARTICLE IV

 LISTS AND REPORTS BY THE COMPANY AND THE
  TRUSTEE

     SECTION 4.01. Securityholders'
  Lists.

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

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

          (b)
  at such other times as the Trustee may request in writing, within 30 days after
  the receipt by the Company of any such request, a list of similar form and content
  as of a date not more than 15 days prior to the time such list is furnished,
  except that no such lists need be furnished under this Section 4.01 so long
  as the Trustee is in possession thereof by reason of its acting as Debt Security
  registrar.

     SECTION 4.02. Preservation
  and Disclosure of Lists.

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

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


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

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



 -23-





 
          If
  the Company shall elect not to afford such applicants access to such information,
  the Trustee shall, upon the written request of such applicants, mail to each
  Securityholder of Debt Securities whose name and address appear in the information
  preserved at the time by the Trustee in accordance with the provisions of subsection
  (a) of this Section 4.02 a copy of the form of proxy or other communication
  which is specified in such request with reasonable promptness after a tender
  to the Trustee of the material to be mailed and of payment, or provision for
  the payment, of the reasonable expenses of mailing, unless within five days
  after such tender, the Trustee shall mail to such applicants, and file with
  the Securities and Exchange Commission, if permitted or required by applicable
  law, together with a copy of the material to be mailed, a written statement
  of the Company to the effect that such mailing would be contrary to the best
  interests of the holders of all Debt Securities, as the case may be, or would
  be in violation of applicable law. Such written statement shall specify the
  basis of such opinion. If said Commission, as permitted or required by applicable
  law, after opportunity for a hearing upon the objections specified in the written
  statement so filed, shall enter an order refusing to sustain any of such objections
  or if, after the entry of an order sustaining one or more of such objections,
  said Commission shall find, after notice and opportunity for hearing, that all
  the objections so sustained have been met and shall enter an order so declaring,
  the Trustee shall mail copies of such material to all such Securityholders with
  reasonable promptness after the entry of such order and the renewal of such
  tender; otherwise the Trustee shall be relieved of any obligation or duty to
  such applicants respecting their application.

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

 ARTICLE V

 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
  UPON AN EVENT OF

  DEFAULT

     SECTION 5.01. Events of
  Default.

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

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

          (b)
  the Company defaults in the payment of all or any part of the principal of (or
  premium, if any, on) any Debt Securities as and when the same shall become due
  and payable

 -24-





 
 either at maturity, upon redemption, by declaration of
  acceleration pursuant to Section 5.01 of this Indenture or otherwise; or

          (c)
  the Company defaults in the performance of, or breaches, any of its covenants
  or agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture (other
  than a covenant or agreement a default in whose performance or whose breach
  is elsewhere in this Section specifically dealt with), and continuance of such
  default or breach for a period of 90 days after there has been given, by registered
  or certified mail, to the Company by the Trustee or to the Company and the Trustee
  by the holders of not less than 25% in aggregate principal amount of the outstanding
  Debt Securities, a written notice specifying such default or breach and requiring
  it to be remedied and stating that such notice is a "Notice of Default' hereunder;
  or

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

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

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

          If
  an Event of Default occurs and is continuing with respect to the Debt Securities,
  then, and in each and every such case, unless the principal of the Debt Securities
  shall have already become due and payable, either the Trustee or the holders
  of not less than 25% in aggregate principal amount of the Debt Securities then
  outstanding hereunder, by notice in writing to the Company (and to the Trustee
  if given by Securityholders), may declare the entire principal of the Debt Securities
  and any premium and interest accrued, but unpaid, thereon, if any, to be due
  and payable immediately, and upon any such declaration the same shall become
  immediately due and payable. If an Event of Default occurs, then, in each and
  every such case, the entire principal amount of the Debt Securities and any
  premium and interest accrued, but unpaid, thereon shall ipso facto become
  immediately due and payable without further action.

          The
  foregoing provisions, however, are subject to the condition that if, at any
  time after the principal of the Debt Securities shall have been so declared
  due and payable, and before any judgment or decree for the payment of the moneys
  due shall have been obtained or entered

  -25-





 
 as hereinafter provided, (i) the Company
  shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
  installments of interest upon all the Debt Securities and all payments on the
  Debt Securities which shall have become due otherwise than by acceleration (with
  interest upon all such payments and Deferred Interest, to the extent permitted
  by law) and such amount as shall be sufficient to cover reasonable compensation
  to the Trustee and each predecessor Trustee, their respective agents, attorneys
  and counsel, and all other amounts due to the Trustee pursuant to Section 6.06,
  if any, and (ii) all Events of Default under this Indenture, other than the
  non-payment of the payments on Debt Securities which shall have become due by
  acceleration, shall have been cured, waived or otherwise remedied as provided
  herein, and in each and every such case the holders of a majority in aggregate
  principal amount of the Debt Securities then outstanding, by written notice
  to the Company and to the Trustee, may waive all defaults and rescind and annul
  such declaration and its consequences, but no such waiver or rescission and
  annulment shall extend to or shall affect any subsequent default or shall impair
  any right consequent thereon; provided, however, that if the Debt Securities
  are held by the Trust or a trustee of the Trust, such waiver or rescission and
  annulment shall not be effective until the holders of a majority in aggregate
  liquidation amount of the outstanding Capital Securities of the Trust shall
  have consented to such waiver or rescission and annulment.

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

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

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

          In
  case there shall be pending proceedings for the bankruptcy or for the reorganization
  of the Company or any other obligor on the Debt Securities under Bankruptcy
  Law, or in case a receiver or trustee shall have been appointed for the property
  of the Company or such other obligor, or in the case of any other similar judicial
  proceedings relative to the

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 Company or other obligor upon the Debt
  Securities, or to the creditors or property of the Company or such other obligor,
  the Trustee, irrespective of whether the principal of the Debt Securities shall
  then be due and payable as therein expressed or by declaration of acceleration
  or otherwise and irrespective of whether the Trustee shall have made any demand
  pursuant to the provisions of this Section 5.02, shall be entitled and empowered,
  by intervention in such proceedings or otherwise, to file and prove a claim
  or claims for the whole amount of principal and interest owing and unpaid in
  respect of the Debt Securities and, in case of any judicial proceedings, to
  file such proofs of claim and other papers or documents as may be necessary
  or advisable in order to have the claims of the Trustee (including any claim
  for reasonable compensation to the Trustee and each predecessor Trustee, and
  their respective agents, attorneys and counsel, and for reimbursement of all
  other amounts due to the Trustee under Section 6.06) and of the Securityholders
  allowed in such judicial proceedings relative to the Company or any other obligor
  on the Debt Securities, or to the creditors or property of the Company or such
  other obligor, unless prohibited by applicable law and regulations, to vote
  on behalf of the holders of the Debt Securities in any election of a trustee
  or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy
  or insolvency proceedings or Person performing similar functions in comparable
  proceedings, and to collect and receive any moneys or other property payable
  or deliverable on any such claims, and to distribute the same after the deduction
  of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
  or reorganization is hereby authorized by each of the Securityholders to make
  such payments to the Trustee, and, in the event that the Trustee shall consent
  to the making of such payments directly to the Securityholders, to pay to the
  Trustee such amounts as shall be sufficient to cover reasonable compensation
  to the Trustee, each predecessor Trustee and their respective agents, attorneys
  and counsel, and all other amounts due to the Trustee under Section 6.06.

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

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

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

     SECTION 5.03. Application
  of Moneys Collected by Trustee.

          Any
  moneys collected by the Trustee shall be applied in the following order, at
  the date or dates fixed by the Trustee for the distribution of such moneys,
  upon presentation of

  -27-





 
 the several Debt Securities in respect
  of which moneys have been collected, and stamping thereon the payment, if only
  partially paid, and upon surrender thereof if fully paid:

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

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

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

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

     SECTION 5.04. Proceedings
  by Securityholders.

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

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

     SECTION 5.05. Proceedings
  by Trustee.

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

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     SECTION 5.06. Remedies
  Cumulative and Continuing.

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

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

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

  -29-





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

     SECTION 5.08. Notice of
  Defaults.

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

     SECTION 5.09. Undertaking
  to Pay Costs.

          All
  parties to this Indenture agree, and each holder of any Debt Security by such
  holder's acceptance thereof shall be deemed to have agreed, that any court may
  in its discretion require, in any suit for the enforcement of any right or remedy
  under this Indenture, or in any suit against the Trustee for any action taken
  or omitted by it as Trustee, the filing by any party litigant in such suit of
  an undertaking to pay the costs of such suit, and that such court may in its
  discretion assess reasonable costs, including reasonable attorneys' fees and
  expenses, against any party litigant in such suit, having due regard to the
  merits and good faith of the claims or defenses made by such party litigant;
  but the provisions of this Section 5.09 shall not apply to any suit instituted
  by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders,
  holding in the aggregate more than 10% in principal amount of the Debt Securities
  (or, if such Debt Securities are held by the Trust or a trustee of the Trust,
  more than 10% in liquidation amount of the outstanding Capital Securities),
  to any suit instituted by any Securityholder for the enforcement of the payment
  of the principal of (or premium, if any) or interest on any Debt Security against
  the Company on or after the same shall have become due and payable, or to any
  suit instituted in accordance with Section 14.12.

  -30-





 
 ARTICLE VI

 CONCERNING THE TRUSTEE

     SECTION 6.01. Duties and
  Responsibilities of Trustee.

          With
  respect to the holders of Debt Securities issued hereunder, the Trustee, prior
  to the occurrence of an Event of Default with respect to the Debt Securities
  and after the curing or waiving of all Events of Default which may have occurred,
  with respect to the Debt Securities, undertakes to perform such duties and only
  such duties as are specifically set forth in this Indenture. In case an Event
  of Default with respect to the Debt Securities has occurred (which has not been
  cured or waived) the Trustee shall exercise such of the rights and powers vested
  in it by this Indenture, and use the same degree of care and skill in their
  exercise, as a prudent person would exercise or use under the circumstances
  in the conduct of such person's own affairs.

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

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


            (1)
    the duties and obligations of the Trustee with respect to the Debt Securities
    shall be determined solely by the express provisions of this Indenture, and
    the Trustee shall not be liable except for the performance of such duties
    and obligations with respect to the Debt Securities as are specifically set
    forth in this Indenture, and no implied covenants or obligations shall be
    read into this Indenture against the Trustee; and

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



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

          (c)
  the Trustee shall not be liable with respect to any action taken or omitted
  to be taken by it in good faith, in accordance with the direction of the Securityholders
  pursuant to Section 5.07, relating to the time, method and place of conducting
  any proceeding for any remedy available to the Trustee, or exercising any trust
  or power conferred upon the Trustee, under this Indenture;

  -31-





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

          (e)
  in the absence of bad faith on the part of the Trustee, the Trustee may seek
  and rely on reasonable instructions from the Company.

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

     SECTION 6.02. Reliance
  on Documents, Opinions, etc.

           Except
  as otherwise provided in Section 6.01:

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

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

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

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

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

  -32-





 
 their exercise, as a prudent person would
  exercise or use under the circumstances in the conduct of such person's own
  affairs;

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

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

     SECTION 6.03. No Responsibility
  for Recitals, etc.

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

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

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

     SECTION 6.05. Moneys to
  be Held in Trust.

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

  -33-





 
 the Company, signed by the Chairman of
  the Board of Directors, the President, the Chief Operating Officer, a Vice President,
  the Treasurer or an Assistant Treasurer of the Company.

     SECTION 6.06. Compensation
  and Expenses of Trustee.

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

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

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

          Notwithstanding
  anything in this Indenture or any Debt Security to the contrary, the Trustee
  shall have no obligation whatsoever to advance funds to pay any principal of
  or interest on or other amounts with respect to the Debt Securities or otherwise
  advance funds to or on behalf of the Company.

  -34-





 
     SECTION 6.07. Officers'
  Certificate as Evidence.

          Except
  as otherwise provided in Sections 6.01 and 6.02, whenever in the administration
  of the provisions of this Indenture the Trustee shall deem it necessary or desirable
  that a matter be proved or established prior to taking or omitting any action
  hereunder, such matter (unless other evidence in respect thereof be herein specifically
  prescribed) may, in the absence of negligence, willful misconduct or bad faith
  on the part of the Trustee, be deemed to be conclusively proved and established
  by an Officers' Certificate delivered to the Trustee, and such certificate,
  in the absence of negligence, willful misconduct or bad faith on the part of
  the Trustee, shall be full warrant to the Trustee for any action taken or omitted
  by it under the provisions of this Indenture upon the faith thereof.

     SECTION 6.08. Eligibility
  of Trustee.

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

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

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

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

     SECTION 6.09.
  Resignation or Removal of Trustee, Calculation Agent, Paying Agent or Debt
  Security Registrar.

          (a)
  The Trustee, or any trustee or trustees hereafter appointed, the Calculation
  Agent, the Paying Agent and any Debt Security Registrar may at any time resign
  by giving written notice of such resignation to the Company and by mailing notice
  thereof, at the Company's expense, to the holders of the Debt Securities at
  their addresses as they shall appear on the Debt Security Register. Upon receiving
  such notice of resignation, the Company shall promptly appoint a successor or
  successors by written instrument, in duplicate, executed by order of its Board
  of Directors, one copy of which instrument shall be delivered to the resigning
  party

  -35-





 
 and one copy to the successor. If no successor
  shall have been so appointed and have accepted appointment within 30 days after
  the mailing of such notice of resignation to the affected Securityholders, the
  resigning party may petition any court of competent jurisdiction for the appointment
  of a successor, or any Securityholder who has been a bona fide holder of a Debt
  Security or Debt Securities for at least six months may, subject to the provisions
  of Section 5.09, on behalf of himself or herself and all others similarly situated,
  petition any such court for the appointment of a successor. Such court may thereupon,
  after such notice, if any, as it may deem proper and prescribe, appoint a successor.

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


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

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

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



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

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

          (d)
  Any resignation or removal of the Trustee, the Calculation Agent, the Paying
  Agent and any Debt Security Registrar and appointment of a successor pursuant
  to any of

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 the provisions of this Section 6.09 shall
  become effective upon acceptance of appointment by the successor as provided
  in Section 6.10.

     SECTION 6.10. Acceptance
  by Successor.

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

          If
  a successor Trustee is appointed, the Company, the retiring Trustee and the
  successor Trustee shall execute and deliver an indenture supplemental hereto
  which shall contain such provisions as shall be deemed necessary or desirable
  to confirm that all the rights, powers, trusts and duties of the retiring Trustee
  with respect to the Debt Securities as to which the predecessor Trustee is not
  retiring shall continue to be vested in the predecessor Trustee, and shall add
  to or change any of the provisions of this Indenture as shall be necessary to
  provide for or facilitate the administration of the Trust hereunder by more
  than one Trustee, it being understood that nothing herein or in such supplemental
  indenture shall constitute such Trustees co-trustees of the same trust and that
  each such Trustee shall be Trustee of a trust or trusts hereunder separate and
  apart from any trust or trusts hereunder administered by any other such Trustee.

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

          In
  no event shall a retiring Trustee, Calculation Agent, Paying Agent or Debt Security
  Registrar be liable for the acts or omissions of any successor hereunder.

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

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     SECTION 6.11.
  Succession by Merger, etc.

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

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

     SECTION 6.12. Authenticating
  Agents.

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

          Any
  Person into which any Authenticating Agent may be merged or converted or with
  which it may be consolidated, or any Person resulting from any merger, consolidation
  or conversion to which any Authenticating Agent shall be a party, or any Person
  succeeding to all or substantially all of the corporate trust business of any
  Authenticating Agent, shall be the successor of such Authenticating Agent hereunder,
  if such successor Person is otherwise eligible

  -38-





 
 under this Section 6.12 without the execution
  or filing of any paper or any further act on the part of the parties hereto
  or such Authenticating Agent.

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

          Other
  than as provided in the Fee Agreement of even date herewith between Cohen Bros.
  & Company, the Trustee and Delaware Trustee (as defined in the Declaration),
  the Company agrees to pay to any Authenticating Agent from time to time reasonable
  compensation for its services. Any Authenticating Agent shall have no responsibility
  or liability for any action taken by it as such in accordance with the directions
  of the Trustee and shall receive such reasonable indemnity as it may require
  against the costs, expenses and liabilities incurred in furtherance of its duties
  under this Section 6.12.

 ARTICLE VII

 CONCERNING THE SECURITYHOLDERS

     SECTION 7.01. Action by
  Securityholders.

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

          If
  the Company shall solicit from the Securityholders any request, demand, authorization,
  direction, notice, consent, waiver or other action or revocation of the same,
  the

  -39-





 
 Company may, at its option, as evidenced
  by an Officers' Certificate, fix in advance a record date for such Debt Securities
  for the determination of Securityholders entitled to give such request, demand,
  authorization, direction, notice, consent, waiver or other action or revocation
  of the same, but the Company shall have no obligation to do so. If such a record
  date is fixed, such request, demand, authorization, direction, notice, consent,
  waiver or other action or revocation of the same may be given before or after
  the record date, but only the Securityholders of record at the close of business
  on the record date shall be deemed to be Securityholders for the purposes of
  determining whether Securityholders of the requisite proportion of outstanding
  Debt Securities have authorized or agreed or consented to such request, demand,
  authorization, direction, notice, consent, waiver or other action or revocation
  of the same, and for that purpose the outstanding Debt Securities shall be computed
  as of the record date; provided, however, that no such authorization,
  agreement or consent by such Securityholders on the record date shall be deemed
  effective unless it shall become effective pursuant to the provisions of this
  Indenture not later than six months after the record date.

     SECTION 7.02. Proof of
  Execution by Securityholders.

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

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

     SECTION 7.03. Who Are Deemed
  Absolute Owners.

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

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

          In
  determining whether the holders of the requisite aggregate principal amount
  of Debt Securities have concurred in any direction, consent or waiver under
  this Indenture, Debt

  -40-





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

     SECTION 7.05. Revocation
  of Consents; Future Securityholders Bound.

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

 ARTICLE VIII

 SECURITYHOLDERS' MEETINGS

     SECTION 8.01. Purposes
  of Meetings.

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

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

  -41-





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

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

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

     SECTION 8.02. Call of Meetings
  by Trustee.

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

     SECTION 8.03. Call of Meetings
  by Company or Securityholders.

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

     SECTION 8.04. Qualifications
  for Voting.

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

     SECTION 8.05. Regulations.

          Notwithstanding
  any other provisions of this Indenture, the Trustee may make such reasonable
  regulations as it may deem advisable for any meeting of Securityholders, in
  regard to proof of the holding of Debt Securities and of the appointment of
  proxies, and in regard to the appointment and duties of inspectors of votes,
  the submission and examination of proxies,

  -42-





 
 certificates and other evidence of the
  right to vote, and such other matters concerning the conduct of the meeting
  as it shall deem appropriate.

          The
  Trustee shall, by an instrument in writing, appoint a temporary chairman of
  the meeting, unless the meeting shall have been called by the Company or by
  Securityholders as provided in Section 8.03, in which case the Company or the
  Securityholders calling the meeting, as the case may be, shall in like manner
  appoint a temporary chairman. A permanent chairman and a permanent secretary
  of the meeting shall be elected by majority vote at the meeting.

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

     SECTION 8.06. Voting.

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

     SECTION 8.07. Quorum; Actions.

          The
  Persons entitled to vote a majority in outstanding principal amount of the Debt
  Securities shall constitute a quorum for a meeting of Securityholders; provided,
  however, that if any action is to be taken at such meeting with respect
  to a consent, waiver, request, demand, notice, authorization, direction or other
  action which may be given by the holders of not

  -43-





 
 less than a specified percentage in outstanding
  principal amount of the Debt Securities, the Persons holding or representing
  such specified percentage in outstanding principal amount of the Debt Securities
  will constitute a quorum. In the absence of a quorum within 30 minutes of the
  time appointed for any such meeting, the meeting shall, if convened at the request
  of Securityholders, be dissolved. In any other case the meeting may be adjourned
  for a period of not less than 10 days as determined by the permanent chairman
  of the meeting prior to the adjournment of such meeting. In the absence of a
  quorum at any such adjourned meeting, such adjourned meeting may be further
  adjourned for a period of not less than 10 days as determined by the permanent
  chairman of the meeting prior to the adjournment of such adjourned meeting.
  Notice of the reconvening of any adjourned meeting shall be given as provided
  in Section 8.02, except that such notice need be given only once not less than
  five days prior to the date on which the meeting is scheduled to be reconvened.
  Notice of the reconvening of an adjourned meeting shall state expressly the
  percentage, as provided above, of the outstanding principal amount of the Debt
  Securities which shall constitute a quorum.

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

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

     SECTION 8.08. Written Consent
  Without a Meeting.

          Whenever
  under this Indenture, Securityholders are required or permitted to take any
  action by vote, such action may be taken without a meeting on written consent,
  setting forth the action so taken, signed by the Securityholders of all outstanding
  Debt Securities entitled to vote thereon. No consent shall be effective to take
  the action referred to therein unless, within sixty days of the earliest dated
  consent delivered in the manner required by this paragraph to the Trustee, written
  consents signed by a sufficient number of Securityholders to take action are
  delivered to the Trustee at its Principal Office. Delivery made to the Trustee
  at its Principal Office, shall be by hand or by certificated or registered mail,
  return receipt requested. Written consent thus given by the Securityholders
  of such number of Debt Securities as is required hereunder, shall have the same
  effect as a valid vote of Securityholders of such number of Debt Securities.

  -44-





 
 ARTICLE IX

 SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental
  Indentures without Consent of Securityholders.

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

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

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

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

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

          (e)
  to evidence and provide for the acceptance of appointment hereunder by a successor
  Trustee with respect to the Debt Securities and to add to or change any of the
  provisions of this Indenture as shall be necessary to provide for or facilitate
  the administration of the trusts hereunder by more than one Trustee, pursuant
  to the requirements of Section 6.10;

  -45-





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

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

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

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

     SECTION 9.02. Supplemental
  Indentures with Consent of Securityholders.

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

  -46-





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

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

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

     SECTION 9.03. Effect of
  Supplemental Indentures.

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

     SECTION 9.04. Notation
  on Debt Securities.

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

     SECTION 9.05. Evidence
  of Compliance of Supplemental Indenture to be furnished to Trustee.

          The
  Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition
  to the documents required by Section 14.06, receive an Officers' Certificate
  and an Opinion of Counsel as conclusive evidence that any supplemental indenture
  executed pursuant hereto complies with the requirements of this Article IX.
  The Trustee shall receive an Opinion of

  -47-





 
 Counsel as conclusive evidence that any
  supplemental indenture executed pursuant to this Article IX is authorized or
  permitted by, and conforms to, the terms of this Article IX and that it is proper
  for the Trustee under the provisions of this Article IX to join in the execution
  thereof.

 ARTICLE X

 REDEMPTION OF SECURITIES

     SECTION 10.01. Optional
  Redemption.

          At
  any time the Company shall have the right, subject to the receipt by the Company
  of prior approval from any regulatory authority with jurisdiction over the Company
  if such approval is then required under applicable capital guidelines or policies
  of such regulatory authority, to redeem the Debt Securities, in whole or in
  part, on any January 23, April 23, July 23 or October 23 on or after April 23,
  2009 (the "Redemption Date"), at the Redemption Price.

     SECTION 10.02. Special
  Event Redemption.

          If
  a Special Event shall occur and be continuing, the Company shall have the right,
  subject to the receipt by the Company of prior approval from any regulatory
  authority with jurisdiction over the Company if such approval is then required
  under applicable capital guidelines or policies of such regulatory authority,
  to redeem the Debt Securities, in whole or in part, at any time within 90 days
  following the occurrence of such Special Event (the "Special Redemption Date"),
  at the Special Redemption Price.

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

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

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

  -48-





 
 Debt Security or Debt Securities in principal
  amount equal to the unredeemed portion thereof will be issued.

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

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

     SECTION 10.04. Payment
  of Debt Securities Called for Redemption.

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

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

 ARTICLE XI

 CONSOLIDATION, MERGER, SALE, CONVEYANCE
  AND LEASE

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

          Nothing
  contained in this Indenture or in the Debt Securities shall prevent any consolidation
  or merger of the Company with or into any other corporation or corporations
  (whether or not affiliated with the Company) or successive consolidations or
  mergers in which the Company or its successor or successors shall be a party
  or parties, or shall prevent any sale, conveyance, transfer or other disposition
  of all or substantially all of the property or capital stock of the Company
  or its successor or successors to any other corporation (whether or not affiliated

  -49-





 
 with the Company, or its successor or successors)
  authorized to acquire and operate the same; provided, however,
  that the Company hereby covenants and agrees that, (i) upon any such consolidation,
  merger (where the Company is not the surviving corporation), sale, conveyance,
  transfer or other disposition, the successor entity shall be a corporation organized
  and existing under the laws of the United States or any state thereof or the
  District of Columbia (unless such corporation has (1) agreed to make all payments
  due in respect of the Debt Securities or, if outstanding, the Capital Securities
  and Capital Securities Guarantee without withholding or deduction for, or on
  account of, any taxes, duties, assessments or other governmental charges under
  the laws or regulations of the jurisdiction of organization or residence (for
  tax purposes) of such corporation or any political subdivision or taxing authority
  thereof or therein unless required by applicable law, in which case such corporation
  shall have agreed to pay such additional amounts as shall be required so that
  the net amounts received and retained by the holders of such Debt Securities
  or Capital Securities, as the case may be, after payment of all taxes (including
  withholding taxes), duties, assessments or other governmental charges, will
  be equal to the amounts that such holders would have received and retained had
  no such taxes (including withholding taxes), duties, assessments or other governmental
  charges been imposed, (2) irrevocably and unconditionally consented and submitted
  to the jurisdiction of any United States federal court or New York state court,
  in each case located in The City of New York, Borough of Manhattan, in respect
  of any action, suit or proceeding against it arising out of or in connection
  with this Indenture, the Debt Securities, the Capital Securities Guarantee or
  the Declaration and irrevocably and unconditionally waived, to the fullest extent
  permitted by law, any objection to the laying of venue in any such court or
  that any such action, suit or proceeding has been brought in an inconvenient
  forum and (3) irrevocably appointed an agent in The City of New York for service
  of process in any action, suit or proceeding referred to in clause (2) above)
  and such corporation expressly assumes all of the obligations of the Company
  under the Debt Securities, this Indenture, the Capital Securities Guarantee
  and the Declaration and (ii) after giving effect to any such consolidation,
  merger, sale, conveyance, transfer or other disposition, no Event of Default
  shall have occurred and be continuing.

     SECTION 11.02. Successor
  Entity to be Substituted.

          In
  case of any such consolidation, merger, sale, conveyance, transfer or other
  disposition contemplated in Section 11.01 and upon the assumption by the successor
  entity, by supplemental indenture, executed and delivered to the Trustee and
  reasonably satisfactory in form to the Trustee, of the due and punctual payment
  of the principal of and premium, if any, and interest on all of the Debt Securities
  and the due and punctual performance and observance of all of the covenants
  and conditions of this Indenture to be performed or observed by the Company,
  such successor entity shall succeed to and be substituted for the Company, with
  the same effect as if it had been named herein as the Company, and thereupon
  the predecessor entity shall be relieved of any further liability or obligation
  hereunder or upon the Debt Securities. Such successor entity thereupon may cause
  to be signed, and may issue either in its own name or in the name of the Company,
  any or all of the Debt Securities issuable hereunder which theretofore shall
  not have been signed by the Company and delivered to the Trustee or the Authenticating
  Agent; and, upon the order of such successor entity instead of the Company and
  subject to all the terms, conditions and limitations in this Indenture prescribed,
  the Trustee or the Authenticating Agent shall authenticate and deliver any Debt
  Securities which previously shall have been signed and delivered by the officers
  of the Company, to the Trustee or the Authenticating Agent for

  -50-





 
 authentication, and any Debt Securities
  which such successor entity thereafter shall cause to be signed and delivered
  to the Trustee or the Authenticating Agent for that purpose. All the Debt Securities
  so issued shall in all respects have the same legal rank and benefit under this
  Indenture as the Debt Securities theretofore or thereafter issued in accordance
  with the terms of this Indenture as though all of such Debt Securities had been
  issued at the date of the execution hereof.

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

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

 ARTICLE XII

 SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 12.01. Discharge
  of Indenture.

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


    -51-







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

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

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

     SECTION 12.03. Paying Agent
  to Repay Moneys Held.

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

     SECTION 12.04. Return of
  Unclaimed Moneys.

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

 ARTICLE XIII

 IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
  OFFICERS AND DIRECTORS

     SECTION 13.01. Indenture
  and Debt Securities Solely Corporate Obligations.

          No
  recourse for the payment of the principal of or premium, if any, or interest
  on any Debt Security, or for any claim based thereon or otherwise in respect
  thereof, and no recourse under or upon any obligation, covenant or agreement
  of the Company in this Indenture or in any supplemental indenture, or in any
  such Debt Security, or because of the creation of any indebtedness represented
  thereby, shall be had against any incorporator, stockholder, officer, director,
  employee or agent, as such, past, present or future, of the Company or of any
  predecessor or successor corporation of the Company, either directly or through
  the Company or any successor corporation of the Company, whether by virtue of
  any constitution, statute or rule of law, or by the enforcement of any assessment
  or penalty or otherwise; it being expressly understood that all such liability
  is hereby expressly waived and released as a condition of, and as a consideration
  for, the execution of this Indenture and the issue of the Debt Securities.

  -52-





 
 ARTICLE XIV

 MISCELLANEOUS PROVISIONS

     SECTION 14.01. Successors.

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

     SECTION 14.02. Official
  Acts by Successor Entity.

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

     SECTION 14.03. Surrender
  of Company Powers.

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

     SECTION 14.04. Addresses
  for Notices, etc.

          Any
  notice or demand which by any provision of this Indenture is required or permitted
  to be given or served by the Trustee or by the Securityholders on the Company
  may be given or served in writing, duly signed by the party giving such notice,
  and shall be delivered, telecopied (which telecopy shall be followed by notice
  delivered or mailed by first class mail) or mailed by first class mail to the
  Company at:

 Gold Banc Corporation, Inc.

  11301 Nall Avenue

  Leawood, KS 66211

  Attention: Rick Tremblay

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

 600 Travis Street, 50th Floor

  Houston, TX 77002

  Attn: Institutional Trust Services – Gold Banc Trust III

 

-53-





 
     SECTION 14.05. Governing
  Law.

          This
  Indenture and the Debt Securities shall each be governed by, and construed in
  accordance with, the laws of the State of New York, without regard to conflict
  of laws principles of said State other than Section 5-1401 of the New York General
  Obligations Law.

     SECTION 14.06. Evidence
  of Compliance with Conditions Precedent.

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

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

     SECTION 14.07. Non-Business
  Days.

          Notwithstanding
  anything to the contrary contained herein, if any Interest Payment Date, other
  than on the Maturity Date, any Redemption Date or the Special Redemption Date,
  falls on a day that is not a Business Day, then any interest payable will be
  paid on, and such Interest Payment Date will be moved to, the next succeeding
  Business Day, and additional interest will accrue for each day that such payment
  is delayed as a result thereof. If the Maturity Date, any Redemption Date or
  the Special Redemption Date falls on a day that is not a Business Day, then
  the principal, premium, if any, and/or interest payable on such date will be
  paid on the next succeeding Business Day, and no additional interest will accrue
  in respect of such payment made on such next succeeding Business Day.

     SECTION 14.08. Table of
  Contents, Headings, etc.

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

  -54-





 
     SECTION 14.09. Execution
  in Counterparts.

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

     SECTION 14.10. Severability.

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

     SECTION 14.11. Assignment.

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

     SECTION 14.12. Acknowledgment
  of Rights.

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

  -55-





 
 ARTICLE XV

 SUBORDINATION OF DEBT SECURITIES

     SECTION 15.01. Agreement
  to Subordinate.

          The
  Company covenants and agrees, and each holder of Debt Securities issued hereunder
  and under any supplemental indenture (the "Additional Provisions") by such Securityholder's
  acceptance thereof likewise covenants and agrees, that all Debt Securities shall
  be issued subject to the provisions of this Article XV; and each holder of a
  Debt Security, whether upon original issue or upon transfer or assignment thereof,
  accepts and agrees to be bound by such provisions.

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

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

     SECTION 15.02. Default
  on Senior Indebtedness.

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

          In
  the event that, notwithstanding the foregoing, any payment shall be received
  by the Trustee when such payment is prohibited by the preceding paragraph of
  this Section 15.02, such payment shall, subject to Section 15.06, be held in
  trust for the benefit of, and shall be paid over or delivered to, the holders
  of Senior Indebtedness or their respective representatives, or to the trustee
  or trustees under any indenture pursuant to which any of such Senior Indebtedness
  may have been issued, as their respective interests may appear, but only to
  the extent that the holders of the Senior Indebtedness (or their representative
  or representatives or a trustee) notify the Trustee in writing within 90 days
  of such payment of the amounts then due and owing on the Senior Indebtedness
  and only the amounts specified in such notice to the Trustee shall be paid to
  the holders of Senior Indebtedness.

     SECTION 15.03. Liquidation;
  Dissolution; Bankruptcy.

          Upon
  any payment by the Company or distribution of assets of the Company of any kind
  or character, whether in cash, property or securities, to creditors upon any
  dissolution or winding- up or liquidation or reorganization of the Company,
  whether voluntary or involuntary

  -56-





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

          In
  the event that, notwithstanding the foregoing, any payment or distribution of
  assets of the Company of any kind or character, whether in cash, property or
  securities, prohibited by the foregoing, shall be received by the Trustee before
  all Senior Indebtedness of the Company is paid in full, or provision is made
  for such payment in money in accordance with its terms, such payment or distribution
  shall be held in trust for the benefit of and shall be paid over or delivered
  to the holders of such Senior Indebtedness or their representative or representatives,
  or to the trustee or trustees under any indenture pursuant to which any instruments
  evidencing such Senior Indebtedness may have been issued, as their respective
  interests may appear, as calculated by the Company, for application to the payment
  of all Senior Indebtedness of the Company remaining unpaid to the extent necessary
  to pay such Senior Indebtedness in full in money in accordance with its terms,
  after giving effect to any concurrent payment or distribution to or for the
  benefit of the holders of such Senior Indebtedness.

          For
  purposes of this Article XV, the words "cash, property or securities" shall
  not be deemed to include shares of stock of the Company as reorganized or readjusted,
  or securities of the Company or any other corporation provided for by a plan
  of reorganization or readjustment, the payment of which is subordinated at least
  to the extent provided in this Article XV with respect to the Debt Securities
  to the payment of all Senior Indebtedness of the Company, that may at the time
  be outstanding, provided, that (a) such Senior Indebtedness is assumed
  by the new corporation, if any, resulting from any such reorganization or readjustment,
  and (b) the rights of the holders of such Senior Indebtedness are not, without
  the consent of such holders, altered by such reorganization or readjustment.
  The consolidation of the Company with, or the merger of the Company into, another
  corporation or the liquidation or dissolution of the Company following the conveyance,
  transfer or other disposition of its property as an entirety, or substantially
  as an entirety, to another corporation upon the terms and conditions provided
  for in Article IX of this Indenture shall not be deemed a dissolution, winding-up,
  liquidation or reorganization for the purposes of this Section 15.03 if such
  other corporation shall, as a part of such consolidation, merger, conveyance
  or transfer, comply with the conditions stated in Article

  -57-





 
 IX of this Indenture. Nothing in Section
  15.02 or in this Section 15.03 shall apply to claims of, or payments to, the
  Trustee under or pursuant to Section 6.06 of this Indenture.

     SECTION 15.04. Subrogation.

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

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

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

  -58-





 
     SECTION 15.05. Trustee
  to Effectuate Subordination.

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

     SECTION 15.06. Notice by
  the Company.

          The
  Company shall give prompt written notice to a Responsible Officer of the Trustee
  at the Principal Office of the Trustee of any fact known to the Company that
  would prohibit the making of any payment of moneys to or by the Trustee in respect
  of the Debt Securities pursuant to the provisions of this Article XV. Notwithstanding
  the provisions of this Article XV or any other provision of this Indenture or
  any Additional Provisions, the Trustee shall not be charged with knowledge of
  the existence of any facts that would prohibit the making of any payment of
  moneys to or by the Trustee in respect of the Debt Securities pursuant to the
  provisions of this Article XV, unless and until a Responsible Officer of the
  Trustee at the Principal Office of the Trustee shall have received written notice
  thereof from the Company or a holder or holders of Senior Indebtedness or from
  any trustee therefor; and before the receipt of any such written notice, the
  Trustee, subject to the provisions of Article VI of this Indenture, shall be
  entitled in all respects to assume that no such facts exist; provided,
  however, that if the Trustee shall not have received the notice provided
  for in this Section 15.06 at least two Business Days prior to the date upon
  which by the terms hereof any money may become payable for any purpose (including,
  without limitation, the payment of the principal of (or premium, if any) or
  interest on any Debt Security), then, anything herein contained to the contrary
  notwithstanding, the Trustee shall have full power and authority to receive
  such money and to apply the same to the purposes for which they were received,
  and shall not be affected by any notice to the contrary that may be received
  by it within two Business Days prior to such date.

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

     SECTION 15.07. Rights of
  the Trustee, Holders of Senior Indebtedness.

          The
  Trustee in its individual capacity shall be entitled to all the rights set forth
  in this Article XV in respect of any Senior Indebtedness at any time held by
  it, to the same extent as

  -59-





 
 any other holder of Senior Indebtedness,
  and nothing in this Indenture or any Additional Provisions shall deprive the
  Trustee of any of its rights as such holder.

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

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

     SECTION 15.08. Subordination
  May Not Be Impaired.

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

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

          JPMorgan
  Chase Bank, in its capacity as Trustee, hereby accepts the trusts in this Indenture
  declared and provided, upon the terms and conditions herein above set forth.

 

 

-60-





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

	 	Gold Banc Corporation, Inc.
	 	 	 
	 	By:	 
	 	 	

	 	Name:	 
	 	 	

	 	Title:	 
	 	 	

	 	 	 
	 	JPMorgan Chase Bank, as Trustee
	 	 	 
	 	By:	 
	 	 	

	 	Name:	 
	 	 	

	 	Title:	 
	 	 	



 

 

 

 

-61-





 
 EXHIBIT A

 FORM OF JUNIOR SUBORDINATED DEBT SECURITY

  DUE 2034 

 [FORM OF FACE OF SECURITY]

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

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

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

 A-1





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

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

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

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

 A-2





 
  Form of Junior Subordinated Debt Security
  due 2034

of

Gold Banc Corporation, Inc.

          Gold
  Banc Corporation, Inc., a financial holding company incorporated in Kansas (the
  "Company"), for value received promises to pay to JPMorgan Chase Bank, not in
  its individual capacity but solely as Institutional Trustee for Gold Banc Trust
  III, a Delaware statutory trust (the "Holder"), or registered assigns, the principal
  sum of Sixteen Million Four Hundred Ninety Five Thousand Dollars on April 23,
  2034 and to pay interest on said principal sum from March 15, 2004, or from
  the most recent interest payment date (each such date, an "Interest Payment
  Date") to which interest has been paid or duly provided for, quarterly (subject
  to deferral as set forth herein) in arrears on January 23, April 23, July 23
  and October 23 of each year commencing April 23, 2004, at the rate of 5.80%
  (the "Fixed Rate") per annum until April 23, 2009 (the "Fixed Rate Period")
  and thereafter at a variable per annum rate equal to LIBOR (as defined in the
  Indenture) plus 2.75% (the "Variable Rate" and together with the Fixed Rate
  the "Interest Rate") (provided, however, that the Interest Rate for any Interest
  Payment Period may not exceed the highest rate permitted by New York law, as
  the same may be modified by United States law of general applicability) until
  the principal hereof shall have become due and payable, and on any overdue principal
  and (without duplication and to the extent that payment of such interest is
  enforceable under applicable law) on any overdue installment of interest at
  an annual rate equal to the Interest Rate in effect for each such Extension
  Period compounded quarterly. The amount of interest payable on any Interest
  Payment Date shall be computed during the Fixed Rate Period on the basis of
  a 360-day year of twelve 30-day months, and thereafter on the basis of a 360-day
  year and the actual number of days elapsed in the relevant interest period.
  Notwithstanding anything to the contrary contained herein, if any Interest Payment
  Date, other than on the Maturity Date, any Redemption Date or the Special Redemption
  Date, falls on a day that is not a Business Day, then any interest payable will
  be paid on, and such Interest Payment Date will be moved to, the next succeeding
  Business Day, and additional interest will accrue for each day that such payment
  is delayed as a result thereof. If the Maturity Date, any Redemption Date or
  the Special Redemption Date falls on a day that is not a Business Day, then
  the principal, premium, if any, and/or interest payable on such date will be
  paid on the next succeeding Business Day, and no additional interest will accrue
  in respect of such payment made on such next succeeding Business Day. The interest
  installment so payable, and punctually paid or duly provided for, on any Interest
  Payment Date will, as provided in the Indenture, be paid to the Person in whose
  name this Debt Security (or one or more Predecessor Securities, as defined in
  said Indenture) is registered at the close of business on the regular record
  date for such interest installment, except that interest and any Deferred Interest
  payable on the Maturity Date shall be paid to the Person to whom principal is
  paid. Any such interest installment not punctually paid or duly provided for
  shall forthwith cease to be payable to the registered holders on such regular
  record date and may be paid to the Person in whose name this Debt Security (or
  one or more Predecessor Debt Securities) is registered at the close of business
  on a special record date to be fixed by the Trustee for the payment of such
  defaulted interest, notice whereof shall be given to the registered holders
  of the Debt Securities not less than 10 days prior to such special record date,
  all as more fully provided in the Indenture. The principal of and interest on
  this Debt Security shall be payable at the office or agency of the Trustee (or

 A-3





 
 other Paying Agent appointed by the Company)
  maintained for that purpose in any coin or currency of the United States of
  America that at the time of payment is legal tender for payment of public and
  private debts; provided, however, that payment of interest may
  be made at the option of the Company by check mailed to the registered holder
  at such address as shall appear in the Debt Security Register or by wire transfer
  or immediately available funds to an account appropriately designated by the
  holder hereof. Notwithstanding the foregoing, so long as the holder of this
  Debt Security is the Institutional Trustee, payment of the principal of and
  premium, if any, and interest on this Debt Security shall be made in immediately
  available funds when due at such place and to such account as may be designated
  by the Institutional Trustee. All payments in respect of this Debt Security
  shall be payable in any coin or currency of the United States of America that
  at the time of payment is legal tender for payment of public and private debts.

          Upon
  submission of Notice (as defined in the Indenture) and so long as no Event of
  Default has occurred and is continuing, the Company shall have the right, from
  time to time and without causing an Event of Default, to defer payments of interest
  on the Debt Securities by extending the interest distribution period on the
  Debt Securities at any time and from time to time during the term of the Debt
  Securities, for up to 20 consecutive quarterly periods (each such extended interest
  distribution period, an "Extension Period"), during which Extension Period no
  interest shall be due and payable (except any Additional Interest that may be
  due and payable). During any Extension Period, interest will continue to accrue
  on the Debt Securities, and interest on such accrued interest (such accrued
  interest and interest thereon referred to herein as "Deferred Interest") will
  accrue at an annual rate equal to the Interest Rate applicable during such Extension
  Period, compounded quarterly from the date such Deferred Interest would have
  been payable were it not for the Extension Period, to the extent permitted by
  law. No Extension Period may end on a date other than an Interest Payment Date.
  At the end of any such Extension Period the Company shall pay all Deferred Interest
  then accrued and unpaid on the Debt Securities; provided, however,
  that no Extension Period may extend beyond the Maturity Date and provided,
  further, however, during any such Extension Period, the Company may not
  (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire,
  or make a liquidation payment with respect to, any of the Company's capital
  stock or (ii) make any payment of principal of or premium, if any, or interest
  on or repay, repurchase or redeem any debt securities of the Company that rank
  pari passu in all respects with or junior in interest to the Debt Securities
  or (iii) make any payment under any guarantees of the Company that rank in all
  respects pari passu with or junior in respect to the Capital Securities
  Guarantee (other than (a) repurchases, redemptions or other acquisitions of
  shares of capital stock of the Company (A) in connection with any employment
  contract, benefit plan or other similar arrangement with or for the benefit
  of one or more employees, officers, directors or consultants, (B) in connection
  with a dividend reinvestment or stockholder stock purchase plan or (C) in connection
  with the issuance of capital stock of the Company (or securities convertible
  into or exercisable for such capital stock), as consideration in an acquisition
  transaction entered into prior to the applicable Extension Period, (b) as a
  result of any exchange, reclassification, combination or conversion of any class
  or series of the Company's capital stock (or any capital stock of a subsidiary
  of the Company) for any class or series of the Company's capital stock or of
  any class or series of the Company's indebtedness for any class or series of
  the Company's capital stock, (c) the purchase of fractional interests in shares
  of the Company's capital stock pursuant to the conversion or exchange provisions
  of such capital stock or the security being converted or exchanged, (d) any

 A-4





 
 declaration of a dividend in connection
  with any stockholder's rights plan, or the issuance of rights, stock or other
  property under any stockholder's rights plan, or the redemption or repurchase
  of rights pursuant thereto, or (e) any dividend in the form of stock, warrants,
  options or other rights where the dividend stock or the stock issuable upon
  exercise of such warrants, options or other rights is the same stock as that
  on which the dividend is being paid or ranks pari passu with or junior
  to such stock). Prior to the termination of any Extension Period, the Company
  may further extend such Extension Period, provided, that no Extension
  Period (including all previous and further consecutive extensions that are part
  of such Extension Period) shall exceed 20 consecutive quarterly periods. Upon
  the termination of any Extension Period and upon the payment of all Deferred
  Interest, the Company may commence a new Extension Period, subject to the foregoing
  requirements. No interest or Deferred Interest shall be due and payable during
  an Extension Period, except at the end thereof, but Deferred Interest shall
  accrue upon each installment of interest that would otherwise have been due
  and payable during such Extension Period until such installment is paid. The
  Company must give the Trustee notice of its election to begin or extend an Extension
  Period at least one Business Day prior to the regular record date applicable
  to the next succeeding Interest Payment Date.

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

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

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

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

 A-5





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

	 	Gold Banc Corporation, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	 	

	 	Name:	 
	 	 	

	 	Title:	 
	 	 	



 Dated: __________________, 2004

 CERTIFICATE OF AUTHENTICATION

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

	 	JPMorgan Chase Bank, not in its individual
	 	capacity but solely as Trustee
	 	 	 
	 	By:	 
	 	 	

	 	 	   Authorized Signatory


 Dated: __________________, 2004

 

 

A-6





 
 [FORM OF REVERSE OF SECURITY]

          This
  Debt Security is one of a duly authorized series of Debt Securities of the Company,
  all issued or to be issued pursuant to an Indenture (the "Indenture"), dated
  as of March 15, 2004, duly executed and delivered between the Company and JPMorgan
  Chase Bank, as Trustee (the "Trustee"), to which Indenture and all indentures
  supplemental thereto reference is hereby made for a description of the rights,
  limitations of rights, obligations, duties and immunities thereunder of the
  Trustee, the Company and the holders of the Debt Securities (referred to herein
  as the "Debt Securities") of which this Debt Security is a part. The summary
  of the terms of this Debt Security contained herein does not purport to be complete
  and is qualified by reference to the Indenture.

          Upon
  the occurrence and continuation of a Tax Event, an Investment Company Event
  or a Capital Treatment Event (each a "Special Event"), this Debt Security may
  become due and payable, in whole or in part, at any time, within 90 days following
  the occurrence of such Tax Event, Investment Company Event or Capital Treatment
  Event (the "Special Redemption Date"), as the case may be, at the Special Redemption
  Price.

          The
  Company shall also have the right to redeem this Debt Security at the option
  of the Company, in whole or in part, on any January 23, April 23, July 23 or
  October 23 on or after April 23, 2009 (a "Redemption Date"), at the Redemption
  Price.

          Any
  redemption pursuant to the preceding paragraph will be made, subject to the
  receipt by the Company of prior approval from any regulatory authority with
  jurisdiction over the Company if such approval is then required under applicable
  capital guidelines or policies of such regulatory authority, upon not less than
  30 days' nor more than 60 days' notice. If the Debt Securities are only partially
  redeemed by the Company, the Debt Securities will be redeemed pro rata
  or by lot or by any other method utilized by the Trustee.

          "Redemption
  Price" means 100% of the principal amount of the Debt Securities being redeemed
  plus accrued and unpaid interest on such Debt Securities to the Redemption Date.

          "Special
  Redemption Price" means 100% of the principal amount of the Debt Securities
  being redeemed plus accrued and unpaid interest on such Debt Securities to the
  Special Redemption Date.

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

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

  A-7





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

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

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

  A-8





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

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

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

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

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

 

 

 

 

 

 

 

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