<PAGE>


                                                                   Exhibit 10.36



                                  BANKATLANTIC,
                                    as Issuer

                                       to


                            WILMINGTON TRUST COMPANY,
      as Trustee, Paying Agent, Calculation Agent and Securities Registrar

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


                                    INDENTURE

                          Dated as of October 29, 2002


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


               FLOATING RATE SUBORDINATED DEBT SECURITIES DUE 2012



<PAGE>





                                TABLE OF CONTENTS

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                                                      ARTICLE I
                                          DEFINITIONS AND OTHER PROVISIONS

SECTION 1.01.  Definitions........................................................................................1
   Act............................................................................................................2
   Additional Interest............................................................................................2
   Affiliate......................................................................................................2
   Authenticating Agent...........................................................................................2
   Bank...........................................................................................................2
   Board of Directors.............................................................................................2
   Board Resolution...............................................................................................2
   Business Day...................................................................................................2
   Calculation Agent..............................................................................................2
   Code...........................................................................................................2
   Comparable Treasury Issue......................................................................................2
   Comparable Treasury Price......................................................................................3
   Corporate Trust Office.........................................................................................3
   corporation....................................................................................................3
   Debt Securities................................................................................................3
   Default........................................................................................................3
   Defaulted Interest.............................................................................................3
   Dollar or $....................................................................................................3
   Event of Default...............................................................................................3
   FDIC...........................................................................................................3
   Federal Reserve................................................................................................3
   Final Redemption Date..........................................................................................3
   Holder.........................................................................................................3
   Indenture......................................................................................................3
   Interest Payment Date..........................................................................................3
   Interest Rate..................................................................................................3
   Issuer.........................................................................................................4
   Issuer Authorized Officer......................................................................................4
   Issuer Request and Issuer Order................................................................................4
   LIBOR..........................................................................................................4
   LIBOR Banking Day..............................................................................................4
   LIBOR Business Day.............................................................................................4
   LIBOR Determination Date.......................................................................................4
   Maturity Date..................................................................................................4
   Officers' Certificate..........................................................................................4
   Opinion of Counsel.............................................................................................4
   Optional Redemption Date.......................................................................................4
   Optional Redemption Price......................................................................................4


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<S>                                                                                                              <C>

   OTS............................................................................................................4
   Outstanding....................................................................................................5
   Paying Agent...................................................................................................5
   Person.........................................................................................................5
   Place of Payment...............................................................................................5
   Predecessor Security...........................................................................................5
   Primary Treasury Dealer........................................................................................6
   Quotation Agent................................................................................................6
   Redemption Price...............................................................................................6
   Reference Treasury Dealer......................................................................................6
   Reference Treasury Dealer Quotations...........................................................................6
   Regular Record Date............................................................................................6
   Remaining Life.................................................................................................6
   Responsible Officer............................................................................................6
   Securities Act.................................................................................................6
   Security Register and Security Registrar.......................................................................6
   Senior Indebtedness............................................................................................6
   Special Record Date............................................................................................7
   Subsidiary; voting stock.......................................................................................7
   Tax Event......................................................................................................7
   Tax Redemption Date............................................................................................7
   Tax Redemption Price...........................................................................................7
   Treasury Rate..................................................................................................7
   Trustee........................................................................................................8
   Trust Indenture Act............................................................................................8
   United States..................................................................................................8
   United States Alien............................................................................................8

SECTION 1.02.  Compliance Certificates and Opinions...............................................................8


SECTION 1.03.  Form of Documents Delivered to Trustee.............................................................8


SECTION 1.04.  Notices, etc. to Trustee and Issuer................................................................9


SECTION 1.05.  Notice to Holders; Waiver..........................................................................9


SECTION 1.06.  Effect of Headings and Table of Contents..........................................................10


SECTION 1.07.  Successors and Assigns............................................................................10


SECTION 1.08.  Separability Clause...............................................................................10


SECTION 1.09.  Benefits of Indenture.............................................................................10


SECTION 1.10. Governing Law......................................................................................10


SECTION 1.11. Legal Holidays.....................................................................................10
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                                       ii
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                                                     ARTICLE II
                                                 DEBT SECURITY FORMS

SECTION 2.01. Forms Generally....................................................................................10


SECTION 2.02. Form of Trustee's Certificate of Authentication....................................................11


                                                     ARTICLE III
                                                THE DEBT SECURITIES

SECTION 3.01.  Authentication, Delivery and Dating...............................................................11


SECTION 3.02.  Denominations.....................................................................................12


SECTION 3.03.  Execution.........................................................................................12


SECTION 3.04.  Registration, Transfer and Exchange...............................................................12


SECTION 3.05.  Mutilated, Destroyed, Lost and Stolen Debt Securities.............................................16


SECTION 3.06.  Redemption at Maturity............................................................................17


SECTION 3.07.  Payment of Interest; Interest Rights Preserved....................................................17


SECTION 3.08.  Additional Interest...............................................................................19


SECTION 3.09.  Cancellation......................................................................................20


SECTION 3.10.  Computation of Interest...........................................................................21


SECTION 3.11. CUSIP Numbers......................................................................................22


SECTION 3.12. Persons Deemed Owners..............................................................................22


SECTION 3.13.  Federal Regulatory Approval Required..............................................................22


                                                     ARTICLE IV
                                             SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture............................................................23


SECTION 4.02. Application of Trust Money.........................................................................24


SECTION 4.03.  Paying Agent to Repay Moneys Held.................................................................24


SECTION 4.04.  Return of Unclaimed Moneys........................................................................24

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                                      iii
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                                                      ARTICLE V
                                                      REMEDIES

SECTION 5.01. Events of Default..................................................................................25


SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.................................................25


SECTION 5.03. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee..........................26


SECTION 5.04. Trustee May File Proofs of Claim...................................................................27


SECTION 5.05. Trustee May Enforce Claims Without Possession of Debt Securities...................................28


SECTION 5.06. Application of Money Collected.....................................................................28


SECTION 5.07. Limitation on Suits................................................................................28


SECTION 5.08. Unconditional Right of Holders to Receive Principal and Interest...................................29


SECTION 5.09. Restoration of Rights and Remedies.................................................................29


SECTION 5.10. Right and Remedies Cumulative......................................................................29


SECTION 5.11. Delay or Omission Not Waiver.......................................................................29


SECTION 5.12. Control by Holders.................................................................................30


SECTION 5.13. Waiver of Past Defaults............................................................................30


SECTION 5.14. Undertaking for Costs..............................................................................30


                                                     ARTICLE VI
                                                    THE TRUSTEE

SECTION 6.01. Certain Duties and Responsibilities................................................................31


SECTION 6.02. Notice of Defaults.................................................................................32


SECTION 6.03. Certain Rights of Trustee..........................................................................32


SECTION 6.04. Not Responsible for Recitals or Issuance of Debt Securities........................................33


SECTION 6.05. May Hold Debt Securities...........................................................................33


SECTION 6.06. Money Held in Trust................................................................................33


SECTION 6.07. Compensation and Reimbursement.....................................................................33


SECTION 6.08. Disqualification, Conflicting Interests............................................................34


SECTION 6.09. Corporate Trustee Required, Eligibility............................................................34


SECTION 6.10. Resignation and Removal, Appointment of Successor..................................................35

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                                       iv
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<S>                                                                                                              <C>

SECTION 6.11. Acceptance of Appointment by Successor.............................................................36


SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business........................................37


SECTION 6.13. Preferential Collection of Claims Against Issuer...................................................37


SECTION 6.14. Appointment of Authenticating Agent................................................................37


                                                     ARTICLE VII
                                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

SECTION 7.01. Issuer to Furnish Trustee Names and Addresses of Holders...........................................38


SECTION 7.02. Preservation of Information; Communication to Holders..............................................38


                                                    ARTICLE VIII
                                               CONCERNING THE HOLDERS

SECTION 8.01. Acts of Holders....................................................................................39


SECTION 8.02. Proof of Ownership; Proof of Execution of Instruments by Holders...................................40


SECTION 8.03. Revocation of Consents; Future Holders Bound.......................................................41


                                                     ARTICLE IX
                                                  HOLDERS' MEETINGS

SECTION 9.01. Purposes of Meetings...............................................................................41


SECTION 9.02. Call of Meetings by Trustee........................................................................41


SECTION 9.03. Call of Meetings by Issuer or Holders..............................................................41


SECTION 9.04. Qualifications for Voting..........................................................................42


SECTION 9.05. Regulations........................................................................................42


SECTION 9.06. Voting.............................................................................................42


SECTION 9.07. No Delay of Rights by Meeting......................................................................43


SECTION 9.08.  Quorum; Actions...................................................................................43


                                                      ARTICLE X
                                CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 10.01. Issuer May Consolidate, etc., Only on Certain Terms...............................................44


SECTION 10.02. Successor Corporation Substituted.................................................................45

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                                       v
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SECTION 10.03. Opinion of Counsel................................................................................45


                                                     ARTICLE XI
                                               SUPPLEMENTAL INDENTURES

SECTION 11.01. Supplemental Indentures Without Consent of Holders................................................46


SECTION 11.02. Supplemental Indentures With Consent of Holders...................................................46


SECTION 11.03. Execution of Supplemental Indentures..............................................................47


SECTION 11.04. Effect of Supplemental Indentures.................................................................47


SECTION 11.05. Reference in Debt Securities to Supplemental Indentures...........................................47


SECTION 11.06.  Subordination Unimpaired.........................................................................48


SECTION 11.07. Notice of Supplemental Indenture..................................................................48


                                                     ARTICLE XII
                                                      COVENANTS

SECTION 12.01. Payment of Principal and Interest.................................................................48


SECTION 12.02. Tax Treatment of the Debt Securities..............................................................48


SECTION 12.03. Maintenance of Office or Agency...................................................................48


SECTION 12.04.  Money for Debt Securities; Payments To Be Held in Trust..........................................49


SECTION 12.05. Officers' Certificate as to Default...............................................................50


SECTION 12.06.  Regulatory Reports...............................................................................50


                                                    ARTICLE XIII
                                                  EARLY REDEMPTION

SECTION 13.01.  Tax Redemption...................................................................................50


SECTION 13.02.  Optional Redemption..............................................................................50


SECTION 13.03.  Notice of Redemption; Selection of Debt Securities...............................................50


SECTION 13.04.  Payment of Debt Securities Called for Redemption.................................................51


                                                     ARTICLE XIV
                               IMMUNITY OF INCORPORATORS, STOCKHOLDERS,OFFICERS AND DIRECTORS

SECTION 14.01.  Indenture and Debt Securities Solely Corporate Obligations.......................................51


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                                       vi
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                                                     ARTICLE XV
                                          SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.  Agreement to Subordinate.........................................................................52


SECTION 15.02.  Obligation of the Issuer Unconditional and Payment Permitted if no Default.......................54


SECTION 15.03.  Limitations on Duties to Holders of Senior Indebtedness..........................................54


SECTION 15.04.  Notice to Trustee of Facts Prohibiting Payments..................................................54


SECTION 15.05.  Application by Trustee of Moneys Deposited With It...............................................55


SECTION 15.06.  Subrogation......................................................................................55


SECTION 15.07.  Subordination Rights Not Impaired by Acts or Omissions of Bank or Holders of Senior Indebtedness.55


SECTION 15.08.  Authorization of Trustee to Effectuate Subordination of Debt Securities..........................55


SECTION 15.09.  Right of Trustee to Hold Senior Indebtedness.....................................................56


SECTION 15.10.  Article XV Not to Prevent Defaults (Including Events of Default).................................56


SECTION 15.11.  Article Applicable to Paying Agents..............................................................56




EXHIBITS

EXHIBIT A             FORM OF DEBT SECURITY

</TABLE>




                                      vii
<PAGE>


                  THIS INDENTURE dated as of October 29, 2002, between
BankAtlantic (the "Issuer" or the "Bank"), having its principal office at 1750
East Sunrise Boulevard, Fort Lauderdale, FL 33304 and Wilmington Trust Company,
a Delaware banking corporation, as Trustee, Paying Agent, Calculation Agent and
Securities Registrar hereunder (the "Trustee"), having its Corporate Trust
Office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001.

                             RECITALS OF THE ISSUER

                  WHEREAS, for its lawful purposes, the Issuer has duly
authorized the issuance of its floating rate subordinated debt securities due
2012 (the "Debt Securities") under this Indenture for inclusion in the TPref
Funding II, Ltd. transaction and, to provide for, among other things, the
execution, authentication, delivery and administration thereof, the Issuer has
duly authorized the execution of this Indenture; and

                  WHEREAS, all acts and things necessary to make this Indenture
a valid agreement of the Issuer, in accordance with its terms have been done and
performed.

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

                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

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

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

                  (c) 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; and

                  (d) unless the context otherwise requires, any reference to an
         "Article" or a "Section" is to an Article or Section of this Indenture.

         Certain terms, used principally in Article III and Article VI, are
defined in those respective Articles.





<PAGE>

         "Act" when used with respect to any Holder has the meaning specified in
Section 8.01.

         "Additional Interest" shall have the meaning set forth in Section 3.08.

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

         "Authenticating Agent" has the meaning specified in Section 6.14.

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

         "Board of Directors" means either the board of directors of the Issuer,
or the executive or any other committee of that board duly authorized to act in
respect hereof.

         "Board Resolution" means a copy of a resolution certified by a
Secretary or an Assistant Secretary of the Issuer 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" when used with respect to any Place of Payment means any
day that is not a Saturday, a Sunday or a legal holiday or a day on which
banking institutions or trust companies in Wilmington, Delaware, Fort
Lauderdale, Florida or such Place of Payment are authorized or obligated by law
to close and, unless otherwise specified in a given definition, if the date of
payment hereunder falls on a day that is not a Business Day, the first following
Business Day will become the relevant date.

         "Calculation Agent" means the Person identified as "Trustee" in the
first paragraph hereof.

         "Code" means the Internal Revenue Code of 1986 as in effect on the date
hereof.

         "Comparable Treasury Issue" means with respect to any Optional
Redemption Date, the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life. If no United States Treasury security has a
maturity which is within a period from three months before to three months after
the Final Redemption Date, the two most closely corresponding United States
Treasury securities shall be used as the Comparable Treasury Issue, and the
Treasury Rate shall be interpolated or extrapolated on a straight-line basis,
rounding to the nearest month using such securities.




                                       2
<PAGE>
         "Comparable Treasury Price" means (a) the average of five Reference
Treasury Dealer Quotations for such Optional Redemption Date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the
Quotation Agent receives fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.

         "Corporate Trust Office" means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this instrument is
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001.

         The term "corporation" includes corporations, associations, companies
and business trusts.

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

         "Default" has the meaning specified in Section 5.03.

         "Defaulted Interest" has the meaning specified in Section 3.07.

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

         "Event of Default" has the meaning specified in Section 5.01.

         "FDIC" means the Federal Deposit Insurance Corporation.

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

         "Final Redemption Date" means November 7, 2012

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

         "Indenture" means this instrument as originally executed, or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "Interest Payment Date" means February 7, May 7, August 7 and November
7 of each year, commencing on February 7, 2003, during the term of this
Indenture.

         "Interest Rate" means a per annum rate of interest, reset quarterly,
equal to LIBOR, as determined on the LIBOR Determination Date immediately
preceding each Interest Payment Date, plus 3.45%; PROVIDED, that the Interest
Rate may not exceed 12.5% through the Interest Payment Date in November, 2007.



                                       3
<PAGE>

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

         "Issuer Authorized Officer" means any executive officer of the Issuer
who is authorized to sign an Issuer Request or Issuer Order on behalf of the
Issuer.

         "Issuer Request" and "Issuer Order" mean, respectively, a written
request or order signed in the name of the Issuer by two Issuer Authorized
Officers and delivered to the Trustee.

         "LIBOR" means the London Interbank Offered Rate for Eurodollar deposits
in Europe as determined by the Calculation Agent according to Section 3.10(b).

         "LIBOR Banking Day" has the meaning set forth in Section 3.10(b)(1).

         "LIBOR Business Day" has the meaning set forth in Section 3.10(b)(1).

         "LIBOR Determination Date" has the meaning set forth in Section
3.10(b).

         "Maturity Date" when used with respect to any Debt Security means the
date on which the principal of such Debt Security becomes due and payable as
therein or herein provided, whether at the Final Redemption Date, the Optional
Redemption Date or by declaration of acceleration.

         "Officers' Certificate" means a certificate signed by two Issuer
Authorized Officers and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Issuer and who shall be reasonably satisfactory to the Trustee,
that is delivered to the Trustee.

         "Optional Redemption Date" has the meaning set forth in Section 13.02.

         "Optional Redemption Price" means (1) if the Optional Redemption Date
is before August 7, 2011, the greater of (a) 100% of the principal amount of the
Debt Securities to be redeemed pursuant to Section 13.02, or (b) as determined
by a Quotation Agent, the sum of the present value of the principal amount
payable as part of the Redemption Price with respect to a redemption as of the
Final Redemption Date, together with the present value of the remaining interest
payments, calculated at a fixed per annum rate of interest equal to 8.11% over
the Remaining Life, discounted to the Optional Redemption Date on a quarterly
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 0.50%, plus, in the case of either (a) or (b), accrued and
unpaid interest on such Debt Securities to the Optional Redemption Date; and (2)
if the Optional Redemption Date is on or after August 7, 2011, the Redemption
Price for such Optional Redemption Date.

         "OTS" means the Office of Thrift Supervision.


                                       4
<PAGE>

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

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

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

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have performed any Act
hereunder, Debt Securities owned by the Issuer or any other obligor upon the
Debt Securities or any Affiliate of the Issuer or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such Act, only Debt
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Debt Securities so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to act with respect to such Debt
Securities and that the pledgee is not the Issuer or any other obligor upon the
Debt Securities or any Affiliate of the Issuer or of 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.

         "Paying Agent" means the Trustee or any Person authorized by the Issuer
to pay the principal of or interest on any Debt Securities on behalf of the
Issuer.

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

         "Place of Payment" means the place or places where the principal of and
interest on the Debt Securities are payable.

         "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 3.05 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.



                                       5
<PAGE>

         "Primary Treasury Dealer" means a primary United States Government
securities dealer in New York City.

         "Quotation Agent" means Salomon Smith Barney Inc. and its successors;
PROVIDED, HOWEVER, that if the foregoing shall cease to be a Primary Treasury
Dealer, the Issuer shall substitute therefor another Primary Treasury Dealer.

         "Redemption Price" of any Debt Security means the principal amount
thereof and accrued and unpaid interest, if any, to the Final Redemption Date,
Optional Redemption Date or Tax Redemption Date, as applicable.

         "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Issuer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Optional Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding
such Optional Redemption Date.

         "Regular Record Date" for the interest payable on the Debt Securities
on any Interest Payment Date means the fifteenth day prior to an Interest
Payment Date, whether or not such date is a Business Day.

         "Remaining Life" means, with respect to any Debt Security, the period
from the Optional Redemption Date to the Final Redemption Date.

         "Responsible Officer" when used with respect to the Trustee means any
officer assigned to the Corporate Trust Office with direct responsibility for
the administration of the Indenture, including any vice president, assistant
vice president, assistant secretary, other trust officer or assistant officer of
the Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred at the Trustee's Corporate Trust Office
because of his or her knowledge of and familiarity with the particular subject.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.04(a).

         "Senior Indebtedness" means the principal, interest and premium, if
any, of all claims against or obligations of (including post default interest in
the case of liquidation of the Issuer) the Issuer, whether outstanding on the
date of execution of the Indenture or thereafter



                                       6
<PAGE>

created, incurred, assumed or guaranteed by the Issuer, having the same priority
as savings account holders of the Issuer or any higher priority and to all
amendments, deferrals, renewals, extensions or refundings of such liabilities
arising out of such claims or obligations, other than any liability which by its
terms, or by the terms of the instrument creating such liability, provides, in
substance that is pari passu with, or subordinated to, the Debt Securities.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "Subsidiary" means a corporation, limited liability company,
partnership or other entity, at least a majority of the outstanding voting
stock, membership interests or partnership interests, as the case may be, of
which is owned, directly or indirectly, by the Issuer or by one or more other
Subsidiaries, or by the Issuer and one or more other Subsidiaries. For the
purposes of this definition, "voting stock" means stock having voting power for
the election of directors, whether at all times or only for so long as no senior
class of stock has such voting power by reason of any contingency.

         "Tax Event" means the receipt by the Issuer of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any change
(including any announced prospective change) in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or any change in
the application or official judicial or administrative interpretation of such
laws, regulations or rulings, which change or amendment becomes effective on or
after the original issuance of the Debt Securities, there is more than an
insubstantial risk that the Issuer has or will become obligated to pay
Additional Interest on the Debt Securities as provided in Section 3.08.

         "Tax Redemption Date" has the meaning set forth in Section 13.01.

         "Tax 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 Tax Redemption Date.

         "Treasury Rate" means (i) the yield, under the heading which represents
the average for the week immediately prior to the date of calculation, appearing
in the most recently published statistical release designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Remaining Life (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Remaining Life shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the quarterly equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Optional Redemption Date. The Treasury Rate shall be calculated on the
third Business Day preceding the Optional Redemption Date.

                                       7
<PAGE>

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

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

         "United States" means the United States of America (including the
States and the District of Columbia), its territories and its possessions.

         "United States Alien" has the meaning set forth in Section 3.08.

         SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Issuer to the Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

         SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.


                                       8
<PAGE>

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

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

         SECTION 1.04. NOTICES, ETC. TO TRUSTEE AND ISSUER. Any Act of Holders
or other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,

                  (a) the Trustee by any Holder or by the Issuer shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished or filed in writing to or
         with the Trustee at its Corporate Trust Office, Attention: Corporate
         Trust Administration; or

                  (b) the Issuer by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first class postage
         prepaid, to the Issuer addressed to it at the address of its principal
         office specified in the first paragraph of this Indenture or at any
         other address previously furnished in writing to the Trustee by the
         Issuer.

         Any such Act or other document shall be in the English language.

         SECTION 1.05. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides
for notice to Holders of any event by the Issuer or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first class postage prepaid, or transmitted via facsimile to
such Holders as their names and addresses appear in the Security Register,
within the time prescribed. In any case where notice is given by mail, neither
the failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice that is mailed in the manner herein provided shall
be conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.

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


                                       9
<PAGE>

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken in reliance on
such waiver.

         SECTION 1.06. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 1.07. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by the parties hereto shall bind their respective successors and
assigns and inure to the benefit of their permitted successors and assigns,
whether so expressed or not.

         SECTION 1.08. SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Debt Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

         SECTION 1.09. BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Debt Securities, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their respective successors hereunder, the Holders and the holders of
Senior Indebtedness, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         SECTION 1.10. GOVERNING LAW. This Indenture and the Debt Securities
shall be governed by and construed in accordance with applicable federal laws
and the law of the State of New York without regard to the conflicts of law
rules of such State.

         SECTION 1.11. LEGAL HOLIDAYS. In any case where any Interest Payment
Date, the Final Redemption Date, the Optional Redemption Date, the Tax
Redemption Date or the Maturity Date shall not be a Business Day in Wilmington,
Delaware, Fort Lauderdale, Florida or at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Debt
Securities) payment of principal or interest need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on such Interest
Payment Date, the Final Redemption Date, the Optional Redemption Date, the Tax
Redemption Date or the Maturity Date.

                                   ARTICLE II
                               DEBT SECURITY FORMS

         SECTION 2.01. FORMS GENERALLY. The Debt Securities shall be
substantially in the form of Exhibit A hereto. The Debt Securities shall be
issued in registered, certificated form without coupons, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Issuer may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Debt Securities may be listed or of any automated quotation system on which the
Debt Securities may be quoted, or to conform to usage, all as determined by the
officers executing the Debt Securities as conclusively evidenced by their
execution of such Debt Securities.


                                       10
<PAGE>

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

         SECTION 2.02 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The form
of the Trustee's certificate of authentication to be borne by the Debt
Securities shall be substantially as follows:

         TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    Wilmington Trust Company,
                                      not in its individual capacity but solely
                                      as Trustee

                                    By:
                                       --------------------------------
                                        Authorized Signatory


                                   ARTICLE III
                               THE DEBT SECURITIES

         SECTION 3.01. AUTHENTICATION, DELIVERY AND DATING. (a) Upon the
execution and delivery of this Indenture, the Issuer will execute and deliver
Debt Securities in an aggregate principal amount not in excess of $22,000,000 to
the Trustee for authentication, together with an Issuer Order for the
authentication and delivery of the Debt Securities, and the Trustee in
accordance with the Issuer Order shall authenticate and deliver the Debt
Securities. The Trustee shall be entitled to receive, prior to the
authentication and delivery of the Debt Securities, an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to
the issuance of the Debt Securities have been complied with and as to the
absence of any event that is, or after notice or lapse of time or both would
become, a Default.

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

         (c) Each Debt Security shall be dated the date of its authentication.

         (d) No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debt Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent
by manual signature of one of its authorized officers, and such certificate upon
any Debt Security shall be conclusive evidence, and the only evidence, that such
Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture.



                                       11
<PAGE>

         SECTION 3.02. DENOMINATIONS. The Debt Securities shall be issuable only
in registered form in minimum denominations of $100,000 and integral multiples
of $1,000 in excess thereof and shall be payable only in Dollars.

         SECTION 3.03. EXECUTION. The Debt Securities shall be executed on
behalf of the Issuer by an Issuer Authorized Officer. The signature of any
Issuer Authorized Officer may be manual or facsimile.

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

         SECTION 3.04. REGISTRATION, TRANSFER AND EXCHANGE. (a) The Issuer shall
cause to be kept at the Corporate Trust Office of the Trustee a register for the
Debt Securities (the register maintained in such office and in any other office
or agency of the Issuer in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of the Debt Securities and of transfers and exchanges of the Debt
Securities and the address at which notice and demand to or upon the Issuer in
respect of this Indenture and the Debt Securities may be served by the Holders
of Debt Securities. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Debt Securities and registering transfers and exchanges
of Debt Securities as herein provided; PROVIDED, HOWEVER, that the Issuer may
appoint co-Security Registrars. Such Security Register shall be in written form
or in any other form capable of being converted into written form within a
reasonable period of time. At all reasonable times the Security Register shall
be open for inspection by the Issuer.

         Upon surrender for registration of transfer of any Debt Security at the
office or agency of the Issuer maintained for such purpose, the Issuer shall
execute, and the Trustee or any Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee, one or more new Debt
Securities of any authorized denomination or denominations of like tenor and
aggregate principal amount, bearing a number not contemporaneously Outstanding
and containing identical terms and provisions.

         At the option of the Holder, Debt Securities may be exchanged for other
Debt Securities of any authorized denomination or denominations of like tenor
and aggregate principal amount containing identical terms and conditions, upon
surrender of the Debt Securities to be exchanged at the office or agency of the
Issuer maintained for such purpose.

         Whenever any Debt Securities are so surrendered for exchange, the
Issuer shall execute, and the Trustee shall authenticate and deliver, the Debt
Securities that the Holder making the exchange is entitled to receive.


                                       12
<PAGE>

         (b) All Debt Securities issued upon any transfer or exchange of Debt
Securities shall be valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Debt Securities
surrendered for such transfer or exchange.

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

         No service charge will be made for any transfer or exchange of Debt
Securities except as provided in Section 3.05. The Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Issuer's own expense or without expense or without charge to the Holders.

         The Issuer or the Trustee, as applicable, shall not be required to
register, transfer or exchange Debt Securities during a period beginning at the
opening of business 15 days before the Final Redemption Date, the Optional
Redemption Date or the Tax Redemption Date, as applicable, and ending at the
close of business on the Final Redemption Date, the Optional Redemption Date or
the Tax Redemption Date, as applicable.

         (c) 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 Issuer 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. THIS SECURITY HAS
BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE OFFERING CIRCULAR REQUIREMENTS OF
THE OFFICE OF THRIFT SUPERVISION (THE "OTS") SET FORTH IN PART 563G OF TITLE 12
OF THE CODE OF FEDERAL REGULATIONS AND HAS NOT BEEN OFFERED PURSUANT TO AN
OFFERING CIRCULAR FILED WITH, AND DECLARED EFFECTIVE BY, THE OTS. THIS SECURITY
MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE OFFERING CIRCULAR UNDER
SUCH OFFERING CIRCULAR REQUIREMENTS OR PURSUANT TO AN EXEMPTION FROM SUCH
REQUIREMENTS. DUE CARE SHOULD BE TAKEN THAT A PROSPECTIVE SELLER OF THIS
SECURITY IS NOT AN UNDERWRITER WITHIN THE MEANING OF 12 C.F.R. 563G.1(A)(14).
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE BANK, (B) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT 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



                                       13
<PAGE>

BEING MADE IN RELIANCE ON RULE 144A, (C) 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
OFFERING CIRCULAR REQUIREMENTS OF THE OTS, SUBJECT TO THE BANK'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION
SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE
OBTAINED FROM THE BANK. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY
WITH THE FOREGOING RESTRICTIONS.

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 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 WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATE AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

                                       14
<PAGE>

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 SAVINGS ACCOUNT OR 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 ON LIQUIDATION, AS TO PRINCIPAL, INTEREST, AND
PREMIUM, IF ANY, TO ALL CLAIMS (INCLUDING POST-DEFAULT INTEREST) AGAINST THE
SAVINGS ASSOCIATION HAVING THE SAME PRIORITY AS SAVINGS ACCOUNT HOLDERS OR ANY
HIGHER PRIORITY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT
SECURED BY THE ASSETS OF THE BANK OR ANY OF ITS AFFILIATES.

ABSENT PRIOR WRITTEN APPROVAL OF THE OTS, THIS SECURITY IS NOT ELIGIBLE FOR
PURCHASE BY ANY SAVINGS ASSOCIATION OR A CORPORATE AFFILIATE THEREOF, EXCEPT
THAT THIS SECURITY MAY BE PURCHASED BY A CORPORATE AFFILIATE OF THE BANK OR BY
ANY DIVERSIFIED SAVINGS AND LOAN HOLDING COMPANY AND ANY NON-SAVINGS ASSOCIATION
SUBSIDIARY THEREOF. THE BANK MAY NOT RECOGNIZE ON ITS TRANSFER BOOKS ANY
TRANSFER MADE TO A SAVINGS ASSOCIATION OR ANY CORPORATE AFFILIATE THEREOF
(EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE) AND WILL NOT BE OBLIGATED TO MAKE
ANY PAYMENTS OF PRINCIPAL OR INTEREST ON THIS SECURITY IF THE OWNER OF THIS
SECURITY IS A SAVINGS ASSOCIATION OR ANY CORPORATE AFFILIATE THEREOF (EXCEPT AS
PROVIDED IN THE PRECEDING SENTENCE).

         (d) The following legend shall appear on the reverse of each Debt
Security:

                  "Notwithstanding anything to the contrary in this Debt
         Security (or in any related document); (A) if the FDIC shall be
         appointed receiver for the Bank and in its capacity as such shall cause
         the Bank to merge with or into another financial institution, or in
         such capacity shall sell or otherwise convey part or all of the assets
         of the Bank to another financial institution or shall arrange for the
         assumption of less than all of the liabilities of the Bank by one or
         more other financial institutions, the FDIC shall have no obligation,




                                       15
<PAGE>

         either in its capacity as receiver or in its corporate capacity, to
         contract for or to otherwise arrange for the assumption of the
         obligation represented by this Debt Security in whole or in part by any
         financial institution or institutions which results from any such
         merger or which has purchased or otherwise acquired from the FDIC as
         receiver for the Bank, any of the assets of the Bank, or which,
         pursuant to any arrangement with the FDIC, has assumed less than all of
         the liabilities of the Bank. To the extent that obligations represented
         by this Debt Security have not been assumed in full by a financial
         institution with or into which the Bank may have been merged, as
         described in this paragraph (A), and/or by one or more financial
         institutions which have succeeded to all or a portion of the assets of
         the Bank, or which have assumed a portion but not all of the
         liabilities of the Bank as a result of one or more transactions entered
         into by the FDIC as receiver for the Bank, then the holder of this Debt
         Security shall be entitled to payments on this obligation in accordance
         with the procedures and priorities set forth in any applicable
         receivership regulations or in orders of the FDIC relating to such
         receivership.

                  (B) In the event that the obligation represented by this Debt
         Security is assumed in full by another financial institution, which
         shall succeed by merger or otherwise to substantially all of the assets
         and the business of the Bank, or which shall by arrangement with the
         FDIC assume all or a portion of the liabilities of the Bank, and
         payment or provision for payment shall have been made in respect of all
         matured installments of interests upon the Debt Securities together
         with all matured installments of principal on such Debt Securities
         which shall have become due otherwise than by acceleration, then any
         default caused by the appointment of a receiver for the Bank shall be
         deemed to have been cured, and any declaration consequent upon such
         default declaring the principal and interest on the Debt Security to be
         immediately due and payable shall be deemed to have been rescinded.

                  (C) This Debt Security is not eligible to be purchased or held
         by any savings association or corporate affiliate thereof except that
         this Debt Security may be purchased or held by a corporate affiliate of
         the Bank or by a diversified savings and loan holding company and its
         non-savings association subsidiaries. The Bank may not recognize on its
         transfer books any transfer made to a savings association or any
         corporate affiliate thereof (except as provided in the preceding
         sentence) and will not be obligated to make any payments of principal
         or interest on this Debt Security if the owner of this Debt Security is
         a savings association or any corporate affiliate thereof (except as
         provided in the preceding sentence.)"

         SECTION 3.05. MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES. If
(i) any mutilated Debt Security is surrendered to the Trustee at its Corporate
Trust Office or (ii) the Issuer and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security, and there
is delivered to the Issuer and the Trustee such security or indemnity as may be
required by them to save each of them and any Paying Agent harmless, and neither
the Issuer nor the Trustee receives notice that such Debt Security has been
acquired by a bona fide purchaser, then the Issuer shall execute and upon Issuer
Request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Debt Security, a new Debt
Security of like tenor, form, terms and principal amount, bearing a number not
contemporaneously Outstanding.





                                       16
<PAGE>

         In case any such mutilated, destroyed, lost or stolen Debt Security has
become or is about to become due and payable, the Issuer in its discretion may,
instead of issuing a new Debt Security, pay the amount due on such Debt Security
in accordance with its terms.

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

         Every new Debt Security issued pursuant to this Section shall
constitute an original additional contractual obligation of the Issuer, 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.

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

         SECTION 3.06. REDEMPTION AT MATURITY. (a) The Debt Securities shall, on
the Maturity Date, become due and payable at the Redemption Price and from and
after such date (unless the Issuer shall default in the payment of the
Redemption Price) the Debt Securities shall cease to bear interest. Upon
surrender of any Debt Security for redemption on or after the Maturity Date,
such Debt Security shall be paid by the Issuer at the Redemption Price. If any
Debt Security shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest from the Maturity Date at the
Interest Rate.

         (b) On or prior to the Maturity Date, the Issuer shall deposit with the
Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying
Agent, segregate and hold in trust), in immediately available funds, an amount
in Dollars sufficient to pay the Redemption Price on the Maturity Date.

                  SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
        (a) Each Debt Security will bear interest at the then applicable
        Interest Rate from and including each Interest Payment Date or, in the
        case of the first interest period, the 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 period, the Final Redemption
        Date, the Optional Redemption Date, the Tax Redemption Date or the
        Maturity Date, and on any overdue principal and any overdue installment
        of interest (including Defaulted Interest), payable on each Interest
        Payment Date, commencing on February 7, 2003. Interest on any Debt
        Security that is payable and is punctually paid or duly provided for on
        any Interest Payment Date shall be paid to the Person in whose name such
        Debt Security (or one or more Predecessor Securities) is registered at
        the close of business on the Regular Record Date for such interest
        notwithstanding the cancellation of such Debt Security upon any transfer
        or exchange subsequent to the Regular Record Date. Payment of interest
        shall be made at the Corporate Trust Office or, at the option of the
        Issuer, by check mailed to the address of the Person entitled thereto as
        such address shall appear in the Security Register




                                       17
<PAGE>

or, in accordance with arrangements satisfactory to the Trustee, at the option
of the Holder, by wire transfer to an account designated by the Holder.

                  (b) Any interest on any Debt Security that is payable but is
         not punctually paid or duly provided for on any Interest Payment Date
         ("Defaulted Interest") shall forthwith cease to be payable to the
         Holder on the relevant Regular Record Date by virtue of having been
         such a Holder, and such Defaulted Interest may be paid by the Issuer,
         at its election in each case, as provided in clause (i) or (ii) below:

                                    (i) The Issuer may elect to make payment of
                  any Defaulted Interest 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 Issuer 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 Issuer shall
                  deposit with the Trustee an amount of money equal to the
                  aggregate amount proposed to be paid in respect of such
                  Defaulted Interest or shall make arrangements satisfactory to
                  the Trustee for such deposit prior to the date of the proposed
                  payment, such money when deposited to be held in trust for the
                  benefit of the Persons entitled to such Defaulted Interest as
                  in this clause provided. Thereupon the Trustee shall fix a
                  Special Record Date for the payment of such Defaulted Interest
                  which shall be not more than 15 days and not less than 10 days
                  prior to the date of the proposed payment and not less than 10
                  days after the receipt by the Trustee of the notice of the
                  proposed payment The Trustee shall promptly notify the Issuer
                  of such Special Record Date and, in the name and at the
                  expense of the Issuer, 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 the
                  Holders of such Debt Securities at their addresses as they
                  appear in the Security Register, not less than 10 days prior
                  to such Special Record Date. Notice of the proposed payment of
                  such Defaulted Interest and the Special Record Date therefor
                  having been 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 at the
                  close of business on such Special Record Date and shall no
                  longer be payable pursuant to the following clause (ii).

                                    (ii) The Issuer may make payment of any
                  Defaulted Interest in any other lawful manner not inconsistent
                  with the requirements of any securities exchange on which the
                  Debt Securities may be listed, and upon such notice as may be
                  required by such exchange, if, after notice given by the
                  Issuer to the Trustee of the proposed payment pursuant to this
                  clause, such manner of payment shall be deemed practicable by
                  the Trustee.

                  (c) The Issuer shall not pay any interest while it remains in
         default in the payment of any assessment due to the FDIC; PROVIDED,
         that, if such default is due to a dispute between the Issuer and the
         FDIC over the amount of such assessment, this limitation shall not
         apply, if the Issuer deposits security satisfactory to the FDIC for
         payment upon final determination of the issue.



                                       18
<PAGE>

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

         SECTION 3.08. ADDITIONAL INTEREST. The Issuer will, subject to the
exceptions and limitations set forth below, pay as additional interest to each
Holder that is a United States Alien (as defined below) such amounts (the
"Additional Interest") as may be necessary so that every net payment received by
such Holder, after deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed upon or as a result
of such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount the Holder would
have received in respect of such Debt Security had no such deduction or
withholding been imposed. However, the Issuer will not be required to make any
such payment of additional interest for or on account of:

                  (a) any tax, assessment or other governmental charge that
         would not have been imposed but for (i) the existence of any present or
         former connection between such Holder (or between a fiduciary, settlor
         or beneficiary of, or a person holding a power over, such Holder, if
         such Holder is an estate or a trust, or a member or shareholder of such
         Holder, if such Holder is a partnership or a corporation) and the
         United States, including, without limitation, such Holder (or such
         fiduciary, settlor, beneficiary, person holding a power, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in trade or business or present therein or
         having had a permanent establishment therein or (ii) such Holder's past
         or present status as a personal holding company, foreign personal
         holding company or private foundation or other tax-exempt organization
         with respect to the United States or as a corporation that accumulates
         earnings to avoid United States federal income tax;

                  (b) any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or other governmental
         charge;

                  (c) any tax, assessment or other governmental charge that is
         payable otherwise than by deduction or withholding from a payment on a
         Debt Security;

                  (d) any tax, assessment or other governmental charge that
         would not have been imposed but for a failure to comply with any
         applicable certification, documentation, information or other reporting
         requirement concerning the nationality, residence, identity or
         connection with the United States of the Holder or the beneficial owner
         of such Debt Security if, without regard to any tax treaty, such
         compliance is required by statute or regulation of the United States as
         a precondition to relief or exemption from such tax, assessment or
         other governmental charge; or




                                       19
<PAGE>

                  (e) any tax, assessment or other governmental charge imposed
         on a Holder that actually or constructively owns 10 percent or more of
         the combined voting power of all classes of stock of the Issuer or that
         is a controlled foreign corporation related to the Issuer through stock
         ownership;

nor shall such additional interest be paid with respect to a payment on a Debt
Security to a Holder that is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
would not have been entitled to the additional interest had such beneficiary,
settlor, member or beneficial owner held the Debt Security directly.

         The term "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

         Whenever in this Indenture or the Debt Securities there is a reference
in any context to the payment of principal of 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.


         SECTION 3.09. CANCELLATION. All Debt Securities surrendered for
payment, redemption, transfer or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it or, if surrendered to the Trustee or any Authenticating Agent,
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. All Debt Securities canceled by any Authenticating Agent shall be
delivered to the Trustee. The Issuer may at any time deliver to the Trustee for
cancellation any Debt Securities previously authenticated and delivered
hereunder that the Issuer may have acquired in any manner whatsoever, and all
Debt Securities so delivered shall be promptly canceled by the Trustee. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Debt Securities held by the Trustee shall be
returned to the Issuer. The acquisition of any Debt Securities by the Issuer
shall not operate as a redemption or satisfaction of the indebtedness
represented thereby unless and until such Debt Securities are surrendered to the
Trustee for cancellation.




                                       20
<PAGE>

         SECTION 3.10. COMPUTATION OF INTEREST.

         (a) The amount of interest payable for any interest 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
Tax Redemption pursuant to Section 13.01 the amounts payable pursuant to this
Indenture shall be calculated as set forth in the definition of Tax Redemption
Price.

         (b) LIBOR 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 February 15, May 15, August 15 and November 15
         (except, with respect to the first interest payment period, on October
         25, 2002), (each such day, a "LIBOR Determination Date"), LIBOR shall
         equal the rate, as obtained by the Calculation Agent for three-month
         Eurodollar deposits in Europe, which appears on Telerate Page 3750 (as
         defined in the International Swaps and Derivatives Association, Inc.
         1991 Interest Rate and Currency Exchange Definitions) or such other
         page as may replace such Page 3750, as of 11:00 a.m. (London time) on
         such LIBOR Determination Date, as reported by Bloomberg Financial
         Markets Commodities News. "LIBOR Business Day" means any day that is
         not a Saturday, Sunday or other day on which commercial banking
         institutions in New York, 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 the applicable LIBOR for that
         LIBOR Determination Date.

                  (2) If, on any LIBOR Determination Date, such rate does not
         appear on Telerate Page 3750 or such other page as may replace such
         Page 3750, 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. (New York 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 quotations, 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. (New York
         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.



                                       21
<PAGE>

                  (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 shall be LIBOR in effect on the previous LIBOR
         Determination Date (whether or not LIBOR for such period was in fact
         determined on such LIBOR Determination Date).

         (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 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 (which may be transmitted via facsimile or mailed, first
class postage prepaid), the Bank and the Paying Agent of the applicable Interest
Rate in effect for the related Interest Payment Date. 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 Bank and the Holders of the Debt Securities. The Paying Agent shall be
entitled to rely on information received from the Calculation Agent or the Bank
as to the Interest Rate. The Bank 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 3.11. CUSIP NUMBERS. The Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
PROVIDED, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the 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.

         SECTION 3.12. PERSONS DEEMED OWNERS. The Issuer, the Trustee and any
agent of the Issuer or the Trustee may treat the Person in whose name any Debt
Security is registered as the owner of such Debt Security for the purpose of
receiving payment of principal of and (subject to Section 3.07) interest, if
any, on, such Debt Security and for all other purposes whatsoever, whether or
not such Debt Security be overdue, and neither the Issuer, the Trustee nor any
agent of the Issuer or the Trustee shall be affected by notice to the contrary.
All payments made to any Holder, or upon such Holder's order, shall be valid,
and, to the extent of the sum or sums paid, effectual to satisfy and discharge
the liability for moneys payable upon such Debt Security.



                                       22
<PAGE>

         SECTION 3.13. FEDERAL REGULATORY APPROVAL REQUIRED. The Debt Securities
may not be repaid in the case of an acceleration due to an Event of Default or
voluntarily redeemed in the case of a Tax Event without the prior written
approval of or, if applicable, written notice to the Office of Thrift
Supervision (the "OTS") if the Issuer is, or after giving effect to such
repayment will be, failing to meet its regulatory capital requirements under 12
C.F.R. pt. 567 or if otherwise required by the applicable capital guidelines or
policies of the OTS. If such approval is necessary, within 30 days after receipt
of any declaration of acceleration pursuant to Section 5.02, the Issuer will
apply to the OTS for written approval of repayment prior to maturity. In the
event that the Issuer obtains such prior written approval, the Issuer shall
notify the Holders, and the Trustee and will arrange for prompt payment on the
Debt Securities.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture,
shall, upon Issuer Order, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange herein expressly
provided for and rights to receive payments of principal and interest) and the
Trustee, upon receipt of an Issuer Order and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (a) either

                  (i) all Debt Securities theretofore authenticated and
         delivered (other than (A) Debt Securities that have been destroyed,
         lost or stolen and that have been replaced or paid as provided in
         Section 3.05 and (B) Debt Securities for whose payment money has
         theretofore been deposited in trust or segregated and held in trust by
         the Issuer and thereafter repaid to the Issuer or discharged from such
         trust, as provided in Section 12.04) have been delivered to the Trustee
         for cancellation; or

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

                           (A)  have become due and payable, or

                           (B)  will become due and payable within 15 months,

         and the Issuer has irrevocably deposited or caused to be deposited with
         the Trustee funds in trust in an amount sufficient to pay and discharge
         the entire indebtedness on such Debt Securities for principal and
         interest to the date of such deposit (in the case of Debt Securities
         that have become due and payable) or to the date of redemption;
         PROVIDED, HOWEVER, in the event a petition for relief under the Federal
         bankruptcy, insolvency or other similar laws, as now or hereafter
         constituted, or any other applicable Federal or state bankruptcy,
         insolvency or other similar law, is filed with respect to the Issuer
         within 91 days after the deposit, or the FDIC or any other Person is
         appointed to act as a receiver or conservator or liquidator or trustee
         or assignee in bankruptcy or insolvency of the Issuer within 91 days
         after the deposit, and the Trustee is required to return the moneys
         then on deposit with the Trustee to the Issuer, the obligations of the
         Issuer under this Indenture with respect to such Debt Securities shall
         not be deemed terminated or discharged;



                                       23
<PAGE>

                  (b) the Issuer has paid or caused to be paid all other sums
         payable hereunder by the Issuer;

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

                  (d) the Issuer shall have received prior written approval for
such discharge from the OTS.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Issuer to the Trustee under Section 6.07, the
obligations of the Issuer to any Authenticating Agent under Section 6.14, and,
if money shall have been deposited with the Trustee pursuant to subclause (ii)
of clause (a) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 12.04 shall survive.

                  SECTION 4.02. APPLICATION OF TRUST MONEY. Subject to Section
6.07 and the provisions of the last paragraph of Section 12.04, all money
deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Debt Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, 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 interest, except that such money need not be segregated from
other funds except to the extent required by applicable law.

                  SECTION 4.03. 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
Issuer, be repaid to it or paid to the Trustee, and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.

                  SECTION 4.04. RETURN OF UNCLAIMED MONEYS. Any moneys deposited
with or paid to the Trustee or any Paying Agent for payment of the principal of
or interest on Debt Securities and not applied but remaining unclaimed by the
Holders for two years after the date upon which the principal of or interest on
such Debt Securities, as the case may be, shall have become due and payable,
shall be repaid to the Issuer by the Trustee or such Paying Agent on written
demand; and the Holders shall thereafter look only to the Issuer for any payment
which such Holders may be entitled to collect and all liability of the Trustee
or such Paying Agent with respect to such moneys shall thereupon cease.



                                       24
<PAGE>

                                    ARTICLE V
                                    REMEDIES

         SECTION 5.01. EVENTS OF DEFAULT. "Event of Default" means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law,
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (a) a decree or order by a court having jurisdiction in the
         premises shall have been entered adjudging the Issuer bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization, readjustment, arrangement, composition or similar
         relief for the Issuer under the Federal bankruptcy laws, or any other
         similar applicable law of any governmental unit, domestic or foreign,
         and such decree or order shall have continued undischarged or unstayed
         for a period of 90 days; or a decree or order or other decision of a
         court or agency or supervisory authority having jurisdiction in the
         premises for the appointment of the FDIC or any other Person to act as
         a receiver or conservator or liquidator or trustee or assignee in
         bankruptcy or insolvency of the Issuer or of a substantial part of its
         property, or for the involuntary winding up or liquidation of its
         affairs, shall have been entered and such decree or order shall have
         remained in force undischarged and unstayed for a period of 90 days;
         or, under the provisions of any insolvency, bankruptcy, or other law
         for the relief or aid of creditors or depositors, any court, or agency
         or supervisory authority having jurisdiction in the premises shall
         assume custody or control of the Issuer or of a substantial part of its
         property, and such custody and control shall not be terminated or
         stayed within 90 days from the date of assumption of such custody or
         control; or any substantial part of the property of the Issuer shall be
         sequestered or attached and shall not be returned to the possession of
         the Issuer or released from such attachment within 90 days thereafter;
         or

                  (b) the Issuer shall institute proceedings to be adjudicated a
         voluntary bankrupt, or shall consent to the filing of a bankruptcy
         proceeding against it, or shall file a petition or answer or consent
         seeking reorganization, readjustment, arrangement, composition or
         similar relief under the Federal bankruptcy laws, or any other similar
         applicable law of any governmental unit, domestic or foreign, or shall
         consent to the filing of any such petition or shall consent to the
         appointment of a receiver or conservator or liquidator or trustee or
         assignee in bankruptcy or insolvency of it or of a substantial part of
         its property, or shall make an assignment for the benefit of creditors,
         or shall admit in writing its inability to pay its debts generally as
         they become due, or if corporate action shall be taken by the Issuer in
         furtherance of any of the aforesaid purposes.

         SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Debt Securities may
declare the principal amount of and all accrued but unpaid interest on the Debt
Securities to be due and payable immediately, by a notice in writing to the
Issuer (and to the Trustee if given by Holders), and upon any such declaration
such principal amount and interest shall become immediately due and payable,
subject to regulatory approval pursuant to Section 3.13. Upon payment of such
amounts, all obligations of the Issuer in respect of the payment of principal of
and interest on the Debt Securities shall terminate.

                                       25
<PAGE>

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

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

                           (i) all overdue installments of interest on all Debt
                  Securities,

                           (ii) the principal of any Debt Securities that have
                  become due and payable otherwise than by such declaration of
                  acceleration and interest thereon at the Interest Rate,

                           (iii) to the extent that payment of such interest is
                  lawful, interest upon overdue installments of interest on each
                  Debt Security at the Interest Rate, and

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

                  (b) all Defaults have been cured, waived or otherwise
         remedied.

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

         SECTION 5.03. DEFAULTS; COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE. "Default," wherever used herein, means any one of the
following events (whatever the reason for such Default and whether it shall be
voluntary or involuntary or be effected by operation of law pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (a)  an Event of Default has occurred;

                  (b) the Issuer fails to pay the principal of any Debt Security
         at the Maturity Date and such failure is continued for seven days,
         whether or not such payment is prohibited by Article XV hereof; or

                  (c) the Issuer fails to pay any installment of interest on an
         Interest Payment Date and such failure is continued for 30 days,
         whether or not such payment is prohibited by Article XV hereof.


                                       26
<PAGE>

         The Issuer covenants that, if a Default shall occur, it will, upon
demand of the Trustee and subject to Section 3.13 hereof, pay to the Trustee,
for the benefit of the Holders, the entire amount then due and payable on the
Debt Securities (x) in the case of a Default specified in clause (a) or (b)
above, for the principal and interest, if any, and interest upon the overdue
principal and, to the extent that payment of such interest shall be legally
enforceable, upon overdue installments of interest, at the Interest Rate, and
(y) in the case of a Default specified in clause (c) above, for the interest
and, to the extent that payment of such interest shall be legally enforceable,
upon overdue installments of interest, at the Interest Rate; and in each case,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

         If the Issuer fails to pay such amount forthwith upon such demand and
if the necessary approvals under Section 3.13 have been obtained, the Trustee,
in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Issuer or any other obligor upon the Debt Securities, and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Issuer or any other obligor upon the Debt Securities wherever
situated.

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

         SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceedings, or any
voluntary or involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law relative to the Issuer or any other obligor upon
the Debt Securities, or the property of the Issuer or of such other obligor or
their creditors, 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 on the Issuer for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

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

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


                                       27
<PAGE>

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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

         SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
SECURITIES. All rights of action and claims under this Indenture or the Debt
Securities may be prosecuted and enforced by the Trustee without the possession
of any Debt Security or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name, as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders in respect of which such judgment has been
recovered.

         SECTION 5.06. APPLICATION OF MONEY COLLECTED. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or interest, upon presentation of the Debt
Securities in respect of which money has been collected and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 6.07;

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

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

                  FOURTH: The balance, if any, to the Issuer.

         SECTION 5.07. LIMITATION ON SUITS. No Holder shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                  (a) such Holder has previously given written notice to the
         Trustee of a continuing Default;

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



                                       28
<PAGE>

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

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

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

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all Holders. For the
protection and enforcement of the provisions of this Section, each and every
Holder and the Trustee shall be entitled to such relief as can be given at law
or in equity.

         SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST. Subject only to the provisions of Article XV, the Holder of any Debt
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal on the Final Redemption Date, the Optional Redemption
Date or Tax Redemption Date, as applicable, and (subject to Section 3.07)
interest (including any Additional Interest) on the Interest Payment Dates, and
to institute suit for the enforcement of any such payment and interest thereon,
and such right shall not be impaired without the consent of such Holder.

         SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case the Issuer, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

         SECTION 5.10. RIGHT AND REMEDIES CUMULATIVE. Except as otherwise
expressly provided elsewhere in this Indenture, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or any acquiescence therein. Every right and remedy given
by this Indenture or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.





                                       29
<PAGE>

         SECTION 5.12. CONTROL BY HOLDERS. The Holders of not less than a
majority in principal amount of the Outstanding Debt Securities shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities; PROVIDED, that:

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

                  (b) subject to the provisions of Section 6.01, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith being advised by counsel shall, by a Responsible
         Officer or Responsible Officers of the Trustee, determine that the
         proceeding so directed might result in personal liability for the
         Trustee or would be unjustly prejudicial to the Holders not joining in
         any such direction; and

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

         SECTION 5.13. WAIVER OF PAST EVENT OF DEFAULT. The Holders of not less
than a majority in principal amount of the Outstanding Debt Securities may on
behalf of all Holders waive any past Event of Default hereunder and its
consequences.

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

         SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Debt Security by his or her 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, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant, but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders holding in the aggregate more than
10% in principal amount of the Outstanding Debt Securities, or to any suit
instituted by any Holder of a Debt Security for the enforcement of the payment
of the principal of or interest on such Debt Security on or after the Final
Redemption Date or the relevant Interest Payment Date.




                                       30
<PAGE>

                                   ARTICLE VI
                                   THE TRUSTEE

         SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except during
the continuance of an Event of Default or Default,

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

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

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

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

                           (i) this clause shall not be construed to limit the
                  effect of clause (a) above;

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

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

                           (iv) the Trustee shall not be required to expend or
                  risk its own funds or otherwise incur any financial liability
                  in the performance of any of its duties hereunder, or in the
                  exercise of any of its rights or powers.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section and Section 6.02.




                                       31
<PAGE>

         SECTION 6.02. NOTICE OF DEFAULTS. Within 90 days after the occurrence
of any default hereunder, the Trustee shall by the pertinent methods provided in
Section 1.05 give notice to all Holders of each default hereunder known to the
Trustee, unless such default shall have been cured or waived; PROVIDED, HOWEVER,
that, except in the case of default in the payment of the principal of or
interest on any Debt Security, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interest of
the Holders; PROVIDED FURTHER, that in the case of any default of the character
specified in Section 5.01(a)(i) no such notice to Holders shall be given until
at least 60 days after the occurrence thereof; and PROVIDED FURTHER, that the
Trustee shall not be charged with knowledge of default unless either (a) a
Responsible Officer of the Trustee shall have actual knowledge of such default
or (b) the Trustee shall have received written notice thereof from the Issuer or
any other obligor on the Debt Security or any Holder, except with respect to a
default pursuant to Sections 5.03(b) or 5.03(c) hereof (other than a default
resulting from the default in the payment of Additional Interest, 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. For the
purpose of this Section, the term "default" means any event that is, or after
notice or lapse of time or both would become, a Default.

         SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided
in Section 6.01:

                  (a) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, coupon 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 or direction of the Issuer mentioned herein
         shall be sufficiently evidenced by a Issuer Request or Issuer Order and
         any resolution of the Board of Directors shall be sufficiently
         evidenced by a Board Resolution;

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

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

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



                                       32
<PAGE>

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

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

                  (h) the Trustee shall not be liable for any action taken or
         omitted by it in good faith and believed by it to be authorized or
         within the discretion, 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 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 their exercise, as a prudent person would exercise or use
         under the circumstances in the conduct of his or her own affairs.

         SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT
SECURITIES. The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Issuer, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or the Debt Securities. The Trustee shall not be accountable for the
use or application by the Issuer of any Debt Securities or the proceeds thereof.

         SECTION 6.05. MAY HOLD DEBT SECURITIES. The Trustee, any Paying Agent,
the Security Registrar or any other agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Debt
Securities, and may otherwise deal with the Issuer with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar or such other
agent.

         SECTION 6.06. MONEY HELD IN TRUST. Money held by the Trustee or any
Paying Agent (except the Issuer) in trust hereunder need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any
Paying Agent shall be under any liability for interest on any money received by
it hereunder except as otherwise agreed in writing with the Issuer. 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 Issuer upon
the written order of the Issuer, signed by the Chairman of the Board of
Directors, the Vice Chairman, the President, the Chief Financial Officer, the
Chief Operating Officer, a Vice President, the Treasurer or an Assistant
Treasurer of the Bank.





                                       33
<PAGE>

         SECTION 6.07. COMPENSATION AND REIMBURSEMENT. The Issuer agrees

                  (a) to pay to the Trustee from time to time such compensation
         in Dollars for all services rendered by it hereunder as may be mutually
         agreed upon in writing by the Issuer and the Trustee (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (b) to reimburse the Trustee in Dollars upon its written
         request for all documented reasonable expenses, disbursements and
         advances incurred or made by the Trustee in accordance with any
         provision of this Indenture (including the reasonable compensation and
         the reasonable expenses and disbursements of its agents and counsel),
         except any such expense, disbursement or advance attributable to its
         negligence or bad faith; and

                  (c) to indemnify in Dollars 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 except to the
         extent such loss, damage, claim, liability or expense results from the
         negligence or bad faith of such indemnitee, arising out of or in
         connection with the acceptance or administration of this trust or
         performance of its duties hereunder, including the costs and expenses
         of defending itself against any claim or liability in connection with
         the exercise or performance of any of its powers or duties hereunder.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Sections 5.01(a) and 5.01(b), 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 laws.

         As security for the performance of the obligations of the Issuer under
this Section, the Trustee shall have a lien prior to the Debt Securities, upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of amounts due on the Debt Securities.

         The obligations of the Issuer under this Section to compensate,
reimburse and indemnify the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness under this Indenture and shall survive
the satisfaction and discharge or other termination of this Indenture and shall
survive the resignation or removal of the Trustee.

         SECTION 6.08. DISQUALIFICATION, CONFLICTING INTERESTS. If the Trustee
has or shall acquire any "conflicting interest" within the meaning of ss. 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. CORPORATE TRUSTEE REQUIRED, ELIGIBILITY. There shall at
all times be a Trustee hereunder that shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by Federal or State authority. If such




                                       34
<PAGE>

corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

         The Issuer may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Issuer, serve as
Trustee.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

         SECTION 6.10. RESIGNATION AND REMOVAL, APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Issuer. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (c) The Trustee may be removed at any time and a successor Trustee
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities, delivered to the Trustee and to the Issuer.

         (d) If at any time:

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

                           (ii) the Trustee shall cease to be eligible under
                  Section 6.09 and shall fail to resign after written request
                  therefor by the Issuer or by any Holder who has been a bona
                  fide Holder of a Debt Security for at least six months, or

                           (iii) the Trustee shall become incapable of acting or
                  a decree or order for relief by a court having jurisdiction in
                  the premises shall have been entered in respect of the Trustee
                  in an involuntary case under the Federal bankruptcy laws, as
                  now or hereafter constituted, or any other applicable Federal
                  or State bankruptcy, insolvency or similar law; or a decree or
                  order by a court having jurisdiction in the premises shall
                  have been entered for the appointment of a receiver,
                  custodian, liquidator, assignee, trustee, sequestrator (or
                  other similar official) of the Trustee or of its property or
                  affairs, or any public officer shall take charge or control of
                  the Trustee or of its property or affairs for the purpose of
                  rehabilitation, conservation, winding up or liquidation, or


                                       35
<PAGE>

                           (iv) the Trustee shall commence a voluntary case
                  under the Federal bankruptcy laws, as now or hereafter
                  constituted, or any other applicable Federal or State
                  bankruptcy, insolvency or similar law or shall consent to the
                  appointment of or taking possession by a receiver, custodian,
                  liquidator, assignee, trustee, sequestrator (or other similar
                  official) of the Trustee or its property or affairs, or shall
                  make an assignment for the benefit of creditors, or shall
                  admit in writing its inability to pay its debts generally as
                  they become due, or shall take corporate action in furtherance
                  of any such action,

then, in any such case, (i) the Issuer by a Board Resolution may remove the
Trustee or (ii) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Debt Security 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.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Issuer, by a Board Resolution, shall promptly appoint a successor Trustee and
shall comply with the applicable requirements of Section 6.11. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Debt Securities delivered to the
Issuer and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and to that extent supersede the successor Trustee appointed by the Issuer. If
no successor Trustee shall have been so appointed by the Issuer or the Holders
and accepted appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Debt Security for at least six months may, subject
to Section 5.14, on behalf of himself or herself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         (f) The Issuer shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee in the manner and to
the extent provided in Section 1.05 to the Holders. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust Office.

         SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In the case
of an appointment hereunder of a successor Trustee, each such successor Trustee
so appointed shall execute, acknowledge and deliver to the Issuer and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Issuer or the successor Trustee, such retiring Trustee
shall, upon payment of the amounts then due to it pursuant to the provisions of
Section 6.07, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.07.

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


                                       36
<PAGE>

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

         SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
PROVIDED, that such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Debt Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Debt Securities. In case any Debt Securities shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

         SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. If and
when the Trustee shall be or become a creditor of the Issuer (or any other
obligor upon the Debt Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Issuer (or any such other obligor).

         SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT. As long as any Debt
Securities remain Outstanding, the Trustee may upon the request of the Issuer,
by an instrument in writing, appoint an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Debt Securities issued upon exchange, registration of
transfer, partial redemption or pursuant to Section 3.05. Debt Securities
authenticated by such Authenticating Agent shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by such Trustee. Wherever reference is made in this Indenture to
the authentication and delivery of Debt Securities by the Trustee or to the
Trustee's Certificate of Authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a Certificate of Authentication executed on behalf of
such Trustee by such Authenticating Agent. Such Authenticating Agent shall at
all times be a corporation organized and doing business under the laws of the
United States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 (determined as provided in Section 6.09 with respect to the Trustee)
and subject to supervision or examination by Federal or State authority.



                                       37
<PAGE>

         Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall continue to be
the Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the applicable Trustee
and to the Issuer.

         Upon receiving such a notice of resignation, or in case at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall upon Issuer Request appoint a
successor Authenticating Agent, and the Issuer shall provide notice of such
appointment to the Holders in the manner and to the extent provided in Section
1.05. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent. The Issuer agrees to pay to the Authenticating
Agent from time to time reasonable compensation including reimbursement of its
reasonable expenses for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

         SECTION 7.01. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Issuer 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 Holders as of such Regular Record Date; and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Issuer 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 7.01 so long as
the Trustee is in possession thereof by reason of its acting as Security
Registrar.

         SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 7.01 or
received by it in the capacity of Paying Agent or Security Registrar (if so
acting) hereunder.

         The Trustee may destroy any list furnished to it as provided in Section
7.01 upon receipt of a new list so furnished, destroy any information received
by it as Paying Agent or Security Registrar (if so acting) hereunder upon
delivering to itself as Trustee, not earlier than 45 days after an Interest
Payment Date, a list containing the names and addresses of the Holders obtained
from such information since the delivery of the next previous list, if any, and
destroy any list delivered to itself as Trustee which was compiled from
information received by it as Paying Agent or Security Registrar (if so acting)
hereunder upon the receipt of a new list so delivered.



                                       38
<PAGE>

         (b) If a Holder applies in writing to the Trustee, and furnishes to the
Trustee reasonable proof that it 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 Holder desires to communicate with other Holders with respect to
their rights under this Indenture or under the 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 its election either:

                  (i) afford such Holder access to the information preserved at
         the time by the Trustee in accordance with Section 7.02(a), or

                  (ii) inform such Holder as to the approximate number of
         Holders whose names and addresses appear in the information preserved
         at the time by the Trustee in accordance with Section 7.02(a), and as
         to the approximate cost of mailing to such Holders the form of proxy or
         other communication, specified in such application.

         If the Trustee shall elect not to afford the Holder access to such
information, the Trustee shall, upon written request of such applicant, mail to
the Holders whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with Section 7.02(a), a copy of the form of
proxy or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicant a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. In the event that the applicants decide to proceed despite the
Trustee's opinion and obtain an order of a court of competent jurisdiction
directing the Trustee to mail the applicable material, after entry of such order
and renewal of such tender, the Trustee shall mail copies of such material to
all such Holders; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

         (c) Every Holder of Debt Securities, by receiving and holding the same,
agrees with the Issuer and the Trustee that neither the Issuer 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 in accordance
with Section 7.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 7.02(b).

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

         SECTION 8.01. ACTS OF HOLDERS. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing, and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the




                                       39
<PAGE>

Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Outstanding Debt Securities may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced (a) by
the instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or (b) by the record of Holders voting in favor thereof at
any meeting of such Holders duly called and held in accordance with the
provisions of Article IX, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

         SECTION 8.02. PROOF OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS BY
HOLDERS. The ownership of the Debt Securities shall be proved by the Security
Register or by a certificate of the Security Registrar.

         Subject to the provisions of Sections 6.01, 6.03 and 9.05, proof of the
execution of a writing appointing an agent or proxy and of the execution of any
instrument by a Holder or such Holder's agent or proxy shall be sufficient and
conclusive in favor of the Trustee and the Issuer if made in the following
manner:

         The fact and date of the execution by any such person of any instrument
may be proved by the certificate of any notary public or other officer
authorized to take acknowledgment of deeds, that the person executing such
instrument acknowledged to him or her the execution thereof, or by an affidavit
of a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by an officer of a corporation or association
or a member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of such person's authority.

         The record of any Holders' meeting shall be proved in the manner
provided in Section 9.06.

         The Trustee may in any instance require further proof with respect to
any of the matters referred to in this Section so long as the request is a
reasonable one.

         If the Issuer shall solicit an Act from the Holders, the Issuer may, at
its option, by Board Resolution, fix in advance a record date for the
determination of Holders entitled to take such Act, but the Issuer shall have no
obligation to do so. Such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed.

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



                                       40
<PAGE>

         SECTION 8.03. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any Act by the Holders of the percentage in aggregate
principal amount of the Outstanding Debt Securities specified in this Indenture
in connection with such Act, any Holder of a Debt Security the number, letter or
other distinguishing symbol of which is shown by the evidence to be included in
the Debt Securities the Holders of which have consented to such Act may, by
filing written notice with the Trustee at the Corporate Trust Office and upon
proof of ownership as provided in Section 8.02, revoke such Act so far as it
concerns such Debt Security. Except as aforesaid, any such Act taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder and
upon all future Holders of such Debt Security and of any Debt Securities issued
on transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.

                                   ARTICLE IX
                                HOLDERS' MEETINGS

         SECTION 9.01. PURPOSES OF MEETINGS. A meeting of Holders may be called
at any time and from time to time pursuant to the provisions of this Article IX
for any of the following purposes:

                  (a) to give any notice to the Issuer 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 Holders pursuant to any of the provisions of
         Article V;

                  (b) to remove the Trustee and appoint 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 11.02; 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
         the Outstanding Debt Securities under any other provision of this
         Indenture or under applicable law.

         SECTION 9.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Holders to take any action specified in Section 9.01, to be
held at such time or times and at such place in New York or Wilmington, Delaware
as the Trustee shall determine. Notice of every meeting of the Holders, setting
forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given to Holders in the manner
and to the extent provided in Section 1.05. Such notice shall be given not less
than 20 days or more than 180 days prior to the date fixed for the meeting.

         SECTION 9.03. CALL OF MEETINGS BY ISSUER OR HOLDERS. In case at any
time the Issuer, pursuant to a Board Resolution, or the Holders of not less than
10% in aggregate principal amount of the Outstanding Debt Securities shall have
requested the Trustee to call a meeting of the Holders by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have given the notice of such meeting within
20 days after the receipt of such request, then the Issuer or such Holders may
determine the time or times and the place or places for such meetings and may
call such meetings to take any action authorized in Section 9.01, by giving
notice thereof as provided in Section 9.02.


                                       41
<PAGE>

         SECTION 9.04. QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meeting of Holders a Person shall be a Holder or a Person appointed by an
instrument in writing as agent or proxy by such Holder. The only Persons who
shall be entitled to be present or to speak at any meeting of Holders shall be
the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee with respect to which such meeting is being held
and its counsel and any representatives of the Issuer and its counsel.

         SECTION 9.05. REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders, 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,
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 Issuer
or by Holders as provided in Section 9.03, in which case the Issuer or the
Holders 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 a majority vote at the meeting.

         Subject to the provisos in the definition of "Outstanding," at any
meeting each Holder 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 Outstanding Debt Securities held
by such chairman or instruments in writing duly designating such chairman as the
person to vote on behalf of Holders. Any meeting of Holders with respect to
which a meeting was duly called pursuant to the provisions of Section 9.02 or
9.03 may be adjourned from time to time by a majority of such Holders present
and the meeting may be held as so adjourned without further notice.

         SECTION 9.06. VOTING. The vote upon any resolution submitted to any
meeting of Holders 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 duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders 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



                                       42
<PAGE>

transmitted as provided in Section 9.02. 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
Issuer and the other to the Trustee to be preserved by the Trustee.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         SECTION 9.07. NO DELAY OF RIGHTS BY MEETING. Nothing in this Article IX
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to any Holder under any
of the provisions of the Indenture or of the Debt Securities.

         SECTION 9.08. QUORUM; ACTIONS. The Persons entitled to vote a majority
in 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 less than a specified percentage in principal amount of the Debt Securities,
the Persons holding or representing such specified percentage in 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 9.02, 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 principal amount
of the Debt Securities which shall constitute a quorum.

         Except as limited by the proviso in the first paragraph of Section
11.02, 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 principal amount
of the Debt Securities; PROVIDED, HOWEVER, that, except as limited by the
proviso in the first paragraph of Section 11.02, 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 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 principal amount of the Debt
Securities.

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


                                       43
<PAGE>

                                    ARTICLE X
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 10.01. ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The
Issuer shall not consolidate with or merge into any other corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

                  (a) the corporation formed by such consolidation or into which
         the Issuer is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Issuer
         substantially as an entirety (the "successor corporation") shall be a
         corporation or other banking organization organized and existing under
         the laws of the United States or any state or territory thereof or the
         District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, the due and punctual payment of the
         principal of and interest on all the Debt Securities and the
         performance of every covenant of this Indenture on the part of the
         Issuer to be performed or observed;

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

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

         Notwithstanding anything to the contrary in herein; (a) if the FDIC
shall be appointed receiver for the Issuer and in its capacity as such shall
cause the Issuer to merge with or into another financial institution, or in such
capacity shall sell or otherwise convey part or all of the assets of the Issuer
to another financial institution or shall arrange for the assumption of less
than all of the liabilities of the Issuer by one or more other financial
institutions, the FDIC shall have no obligation, either in its capacity as
receiver or in its corporate capacity, to contract for or to otherwise arrange
for the assumption of the obligation represented by the Debt Security in whole
or in part by any financial institution or institutions which results from any
such merger or which has purchased or otherwise acquired from the FDIC as
receiver for the Issuer, any of the assets of the Issuer, or which, pursuant to
any arrangement with the FDIC, has assumed less than all of the liabilities of
the Issuer. To the extent that obligations represented by the Debt Security have
not been assumed in full by a financial institution with or into which the
Issuer may have been merged, as described in this paragraph (a), and/or by one
or more financial institutions which have succeeded to all or a portion of the
assets of the Issuer, or which have assumed a portion but not all of the
liabilities of the Issuer as a result of one or more transactions entered into
by the FDIC as receiver for the Issuer, then the holder of the Debt Security
shall be entitled to payments on the obligations represented by the Debt
Security in accordance with the



                                       44
<PAGE>

procedures and priorities set forth in any applicable receivership regulations
or in orders of the FDIC relating to such receivership.

         (b) In the event that the obligation represented by the Debt Security
is assumed in full by another financial institution, which shall succeed by
merger or otherwise to substantially all of the assets and the business of the
Issuer, or which shall by arrangement with the FDIC assume all or a portion of
the liabilities of the Issuer, and payment or provision for payment shall have
been made in respect of all matured installments of interests upon the Debt
Securities together with all matured installments of principal on such Debt
Securities which shall have become due otherwise than by acceleration, then any
default caused by the appointment of a receiver for the Issuer shall be deemed
to have been cured, and any declaration consequent upon such default declaring
the principal and interest on the Debt Security to be immediately due and
payable shall be deemed to have been rescinded.

         (c) The Debt Security is not eligible to be purchased or held by any
savings association or corporate affiliate thereof except that the Debt Security
may be purchased or held by a corporate affiliate of the Bank or by a
diversified savings and loan holding company and its non-savings association
subsidiaries. The Bank may not recognize on its transfer books any transfer made
to a savings association or any corporate affiliate thereof (except as provided
in the preceding sentence) and will not be obligated to make any payments of
principal or interest on the Debt Security if the owner of the Debt Security is
a savings association or any corporate affiliate thereof (except as provided in
the preceding sentence.)

         SECTION 10.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation with or merger into any other corporation, or any conveyance,
transfer or lease of the properties and assets of the Issuer substantially as an
entirety in accordance with Section 10.01, the successor corporation formed by
such consolidation or into which the Issuer is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture with
the same effect as if such successor corporation had been named as the Issuer
herein, and thereafter, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities.

         SECTION 10.03. OPINION OF COUNSEL. The Trustee shall be entitled to
receive and, subject to Sections 6.01 and 6.03, shall be protected in relying
upon an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance or lease and any such assumption complies with the
provisions of this Article.


                                       45
<PAGE>

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

                  SECTION 11.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without the consent of any Holders, the Issuer, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

                  (a) to evidence the succession of another corporation to the
         Issuer and the assumption by such successor of the covenants of the
         Issuer herein and in the Debt Securities contained; or

                  (b) to add to the covenants of the Issuer, for the benefit of
         the Holders, or to surrender any right or power herein conferred upon
         the Issuer; or

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

                  (d) to change or eliminate any of the provisions of this
         Indenture, PROVIDED, that any such change or elimination shall become
         effective only when there is no Outstanding Debt Security created prior
         to the execution of such supplemental indenture that is entitled to the
         benefit of such provision and as to which such supplemental indenture
         would apply; or

                  (e) to establish the form or terms of Debt Securities; or

                  (f) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee pursuant to the requirements of
         Section 6.11; or

                  (g) to evidence any changes to Section 6.08 or 6.09 permitted
         by the terms thereof; or

                  (h) to cure any ambiguity, to correct or supplement any
         provision herein that may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture that shall not be
         inconsistent with any provision of this Indenture; PROVIDED, that such
         other provisions shall not adversely affect the interests of the
         Holders of Outstanding Debt Securities created prior to the execution
         of such supplemental indenture in any material respect.

         SECTION 11.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities affected by such supplemental
indenture voting separately, by Act of said Holders delivered to the Issuer and
the Trustee, the Issuer, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture of such Debt Securities; PROVIDED, HOWEVER, that no
such supplemental indenture shall, without such consent of the Holder of each
Outstanding Debt Security affected thereby,



                                       46
<PAGE>

                  (a) change the Maturity Date or Interest Payment Date of any
         Debt Security, or reduce the principal amount thereof or the Interest
         Rate payable upon redemption thereof, or reduce the amount provable in
         bankruptcy or insolvency pursuant to Section 5.04, or change any Place
         of Payment where, or the currency in which, any Debt Security or the
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any payment on or after the Maturity Date thereof;
         or

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

                  (c) modify any of the provisions of this Section or Section
         5.13, except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Outstanding Debt Security affected
         thereby; PROVIDED, HOWEVER, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section, or
         the deletion of this proviso, in accordance with the requirements of
         Sections 6.11 and 11.01(f).

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

         SECTION 11.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise in a material way.

         SECTION 11.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Debt Securities theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

         SECTION 11.05. REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.
Debt Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Trustee shall
so determine, new Debt Securities so modified as to conform, in the opinion of
the Board of Directors of the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Debt Securities.


                                       47
<PAGE>

         SECTION 11.06. SUBORDINATION UNIMPAIRED. No supplemental indenture
entered into under this Article shall modify, directly or indirectly, the
provisions of Article XV or the definition of Senior Indebtedness in Section
1.01 in any manner that might alter or impair the subordination of the Debt
Securities with respect to Senior Indebtedness then outstanding unless each
holder of such Senior Indebtedness has consented thereto in writing.

         SECTION 11.07. NOTICE OF SUPPLEMENTAL INDENTURE. Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant
to Section 11.02, the Issuer shall transmit to the Holders a notice setting
forth the substance of such supplemental indenture.

                                   ARTICLE XII
                                    COVENANTS

         SECTION 12.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants
and agrees for the benefit of the Debt Securities, that it will duly and
punctually pay the principal of and interest on the Debt Securities in
accordance with the terms of the Debt Securities and this Indenture. At the
option of the Issuer, 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 registrar or (ii) by
wire transfer to any account with a banking institution located in the United
States designated by such Person to the paying agent no later than the related
record date.

         SECTION 12.02. TAX TREATMENT OF THE DEBT SECURITIES. The Issuer will
treat the Debt Securities as indebtedness, and the interest payable in respect
of such Debt Securities (including any Additional Interest) as interest, for all
U.S. federal income tax purposes. All payments in respect of such Debt
Securities will be made free and clear of U.S. withholding tax PROVIDED, that
any beneficial owner thereof has provided an Internal Revenue Service Form W-8
BEN (or any substitute or successor form) establishing its non-U.S. status for
U.S. federal income tax purposes.

         SECTION 12.03. MAINTENANCE OF OFFICE OR AGENCY. The Issuer will
maintain in Wilmington, Delaware, in Fort Lauderdale, Florida or in each Place
of Payment an office or agency where Debt Securities may be presented or
surrendered for payment, where Debt Securities may be surrendered for transfer
or exchange and where notices and demands to or upon the Issuer in respect of
the Debt Securities and this Indenture may be served. The Issuer will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Issuer shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Issuer hereby appoints the Trustee as its agent to receive all presentations,
surrenders, notices and demands.

         The Issuer may also from time to time designate different or additional
offices or agencies to be maintained for such purposes (in or outside of such
Place of Payment), and may




                                       48
<PAGE>

from time to time rescind any such designations; PROVIDED, HOWEVER, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligations described in the preceding paragraph. The Issuer will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.

         SECTION 12.04. MONEY FOR DEBT SECURITIES; PAYMENTS TO BE HELD IN TRUST.
If the Issuer shall at any time act as its own Paying Agent with respect of Debt
Securities, it will, on or before each Interest Payment Date and the Maturity
Date, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the interest and principal interest so becoming
due, respectively, until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act.

         Whenever the Issuer shall have one or more Paying Agents it will, prior
to each Interest Payment Date and the Maturity Date, deposit with any such
Paying Agent a sum sufficient to pay the principal or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled thereto,
and (unless any such Paying Agent is the Trustee) the Issuer will promptly
notify the Trustee of its action or failure so to act.

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

                  (a) hold all sums held by it for the payment of the principal
         of or interest in trust for the benefit of the Persons entitled thereto
         until such sums shall be paid to such Persons or otherwise disposed of
         as herein provided;

                  (b) give the Trustee notice of any default by the Issuer (or
         any other obligor upon the Debt Securities) in the making of any
         payment of principal of or interest on the Debt Securities; and

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer, in trust for the payment of the principal of or interest on any
Debt Security and remaining unclaimed for two years after such principal or
interest has become due and payable shall be paid to the Issuer upon Issuer
Request, or (if then held by the Issuer) shall be discharged from such trust,
and the Holder of such Debt Security shall thereafter, as an unsecured general
creditor,



                                       49
<PAGE>

look only to the Issuer for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Issuer as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such Paying Agent before being required to make any such repayment,
may at the expense of the Issuer cause to be transmitted in the manner and to
the extent provided by Section 1.05, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, any unclaimed balance of such money then
remaining will be repaid to the Issuer.

         SECTION 12.05. OFFICERS' CERTIFICATE AS TO DEFAULT. The Issuer will
deliver to the Trustee, on or before a date not more than four months after the
end of each fiscal year of the Issuer, so long as Debt Securities are
Outstanding hereunder, an Officers' Certificate (one of the signers of which
shall be the principal executive, principal financial or principal accounting
officer of the Issuer), stating whether or not to the best knowledge of the
signers thereof the Issuer is in default in the performance and observation of
any of the terms, provisions and conditions of this Indenture, and, if the
Issuer shall be in default, specifying all such defaults and the nature thereof
of which they may have knowledge. Such compliance shall be determined without
regard to periods of grace or notice requirements.

         SECTION 12.06. REGULATORY REPORTS. So long as the only Holder of the
Debt Securities is TPref Funding II, Ltd., the Issuer will deliver a copy of its
regulatory financial report on OTS Form 1313 to the Holder promptly following
its filing with the Issuer's federal regulatory authority.

                                  ARTICLE XIII
                                EARLY REDEMPTION


         SECTION 13.01. TAX REDEMPTION. If a Tax Event shall occur and be
continuing, the Bank shall have the right, subject to the receipt by the Bank of
prior approval from the OTS if then required under applicable capital guidelines
or policies of the OTS, to redeem the Debt Securities, in whole but not in part
as to the Debt Securities of the affected Holder, at any time within 90 days
following the occurrence of such Tax Event (the "Tax Redemption Date"), at the
Tax Redemption Price.

         SECTION 13.02. OPTIONAL REDEMPTION. The Issuer shall have the right to
redeem the Debt Securities, in whole or in part from time to time, on any
February 7, May 7, August 7 or November 7 on or after November 7, 2007 (the
"Optional Redemption Date"), at the Optional Redemption Price. Any such optional
redemption shall be subject to the receipt by the Issuer of prior approval from
the OTS, if the Issuer is, or after giving effect to such redemption will be,
failing to meet its regulatory capital requirements under 12 C.F.R. part 567.

         SECTION 13.03. NOTICE OF REDEMPTION; SELECTION OF DEBT SECURITIES. In
case the Bank shall desire to exercise the right to redeem any of the Debt
Securities, it shall fix a date for redemption and shall mail 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 at their last
addresses as the same appear on the 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




                                       50
<PAGE>

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 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.

         Prior to 10:00 a.m. New York City time on the Tax Redemption Date or
Optional Redemption Date, as applicable, specified in the notice of redemption
given as provided in this Section, the Bank 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 Optional
Redemption Price or Tax Redemption Price, as applicable.

         The Bank will give the Trustee notice not less than 30 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 (in
integral multiples of $1,000) to be redeemed; however, the delivery of such
notice to the Trustee shall not, without a delivery of a notice to the holders
of the Debt Securities pursuant to this Section 13.03, result in the Debt
Securities becoming due and payable on such proposed redemption date.

         SECTION 13.04. PAYMENT OF DEBT SECURITIES CALLED FOR REDEMPTION. If
notice of redemption has been given as provided in Section 13.03, the Debt
Securities with respect to which such notice has been given to the holders of
the Debt Securities shall become due and payable on the Tax Redemption Date or
Optional Redemption Date, as applicable, 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 any Additional Interest, and on and after
said Tax Redemption Date or Optional Redemption Date, as applicable, (unless the
Bank shall default in the payment of such Debt Securities at the redemption
price, together with interest accrued to said date) interest on the 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 shall be paid and redeemed by the Bank at the
Optional Redemption Price or Tax Redemption Price, as applicable.





                                       51
<PAGE>

                                   ARTICLE XIV
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         SECTION 14.01. INDENTURE AND DEBT SECURITIES SOLELY CORPORATE
OBLIGATIONS.

         No recourse for the payment of the principal of 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 Issuer 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 Issuer or of any successor corporation of
the Issuer, either directly or through the Issuer or any successor corporation
of the Issuer, 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.

                                   ARTICLE XV
                        SUBORDINATION OF DEBT SECURITIES

         SECTION 15.01. AGREEMENT TO SUBORDINATE. The Issuer, for itself, its
successors and assigns, covenants and agrees, and each Holder of a Debt Security
likewise covenants and agrees by such Holder's acceptance thereof, that the
obligation of the Issuer to make any payment on account of the principal of and
interest on each and all of the Debt Securities shall, to the extent and in the
manner provided herein, be subordinate and junior in right of payment to the
Issuer's obligations to the holders of Senior Indebtedness.

         In the event of any insolvency, bankruptcy, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or any liquidation, dissolution or winding-up
of or relating to the Issuer as a whole, whether voluntary or involuntary, all
obligations of the Issuer to holders of Senior Indebtedness shall be entitled to
be paid in full before any payment, whether in cash, property or otherwise,
shall be made on any account of the principal of or interest on any of the Debt
Securities. In the event of any such proceeding, after payment in full of all
sums owing with respect to Senior Indebtedness, the Holders shall be entitled
ratably to be paid from the remaining assets of the Issuer the amounts at the
time due and owing on account of unpaid principal of and interest, if any, on
the Debt Securities. In addition, in the event of any such proceeding, if any
payment or distribution of assets of the Issuer of any kind or character,
whether in cash, property or securities (other than securities of the Issuer or
any other corporation provided for by a plan of reorganization or readjustment
the payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the Debt
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), including any such payment or distribution that
may be payable or deliverable by reason of the payment of any other indebtedness
of the Issuer being subordinated to the payment of the Debt Securities, shall be
received by the Trustee or the Holders before all Senior Indebtedness is paid in
full, such payment or distribution shall be held (in trust if received by such
Holders) for the benefit of and shall be paid over to the holders of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably, for application to the
payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.



                                       52
<PAGE>

         The subordination provisions of the foregoing paragraph shall not be
applicable to amounts at the time due and owing on the Debt Securities on
account of the unpaid principal of or interest, if any, on the Debt Securities
for the payment of which funds have been deposited in trust with the Trustee or
any Paying Agent or have been set aside by the Issuer in trust in accordance
with the provisions of this Indenture; nor shall such provisions impair any
rights, interests, remedies or powers of any secured creditor of the Issuer in
respect of any security the creation of which is not prohibited by the
provisions of this Indenture.

         The Holders of Debt Securities and the Trustee, in respect of any
claims of the Holders to payment of any principal or interest in respect of any
Debt Securities, by their acceptance thereof will be deemed to have waived any
right of set-off or counterclaim that such Holders or (subject to Section 6.07)
the Trustee, respectively, in such respect, might otherwise have.

         The Issuer shall give prompt written notice to the Trustee of any
insolvency, bankruptcy, receivership, conservatorship, reorganization,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings or any liquidation, dissolution or winding-up or relating to the
Issuer as a whole, whether voluntary or involuntary, or of any default with
respect to any Senior Indebtedness that would prevent the Trustee from making
any payment in respect of the Debt Securities under this Section. The Trustee,
subject to the provisions of Section 6.01, shall be entitled to assume that, and
may act as if, no such event has occurred unless a Responsible Officer of the
Trustee assigned to the Corporate Trust Office has received at the Corporate
Trust Office of the Trustee from the Issuer or any one or more holders of Senior
Indebtedness or any receiver or conservator of the Issuer (who shall have been
certified or otherwise established to the satisfaction of the Trustee to be such
a holder or trustee) written notice thereof. Upon any distribution of assets of
the Issuer referred to in this Article, the Trustee and Holders shall be
entitled to rely conclusively upon a certificate of the receiver or conservator,
or any order or decree entered by a court of competent jurisdiction, or other
Person making any distribution to the Trustee or to the Holders for the purpose
of ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article. In the absence of a certificate from any such
liquidating trustee, receiver, conservator, agent or other Person, the Trustee,
subject to Section 6.01, shall be entitled to rely conclusively upon a written
notice by a Person representing himself or herself to be a holder of Senior
Indebtedness (or a trustee or representative on behalf of such holder) as
evidence that such Person is a holder of such Senior Indebtedness (or is such a
trustee or representative). In the event that the Trustee determines, in its
discretion, that further evidence is required with respect to the right of any
Person, as a holder of Senior Indebtedness, to participate in any payment or
distribution pursuant to this Section, 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, as to the extent to which such
Person is entitled to participate in such payment or distribution, and as to
other facts pertinent to the rights of such Person under this Section, 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.


                                       53
<PAGE>

         SECTION 15.02. OBLIGATION OF THE ISSUER UNCONDITIONAL AND PAYMENT
PERMITTED IF NO DEFAULT. Subject to the provisions of this Article and the terms
of the Debt Securities, nothing contained in this Article or elsewhere in this
Indenture is intended to or shall impair, as between the Issuer and the Holders,
the obligation of the Issuer, which is absolute and unconditional, to pay to
such Holders the principal of and interest on the Debt Securities when, where
and as the same shall become due and payable, all in accordance with the terms
of the Debt Securities, or is intended to or shall affect the relative rights of
such Holders and creditors of the Issuer other than the holders of Senior
Indebtedness, 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 of the holders of Senior Indebtedness in respect of cash,
property or securities of the Issuer received upon the exercise of any such
remedy.

         SECTION 15.03. LIMITATIONS ON DUTIES TO HOLDERS OF SENIOR INDEBTEDNESS.
In the event and during the continuation of any default in the payment of
principal of or interest on, any Senior Indebtedness beyond any applicable
period of grace, or in the event that the maturity of any Senior Indebtedness
has been accelerated because of a default, then, unless and until such default
or event of default shall have been cured or waived or shall have ceased to
exist, no payment of principal of or interest, if any, on the Debt Securities,
or in respect of any redemption, exchange, retirement, purchase or other
acquisition of any of the Debt Securities, shall be made by the Issuer.

         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 15.03, such payment shall 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 15.04. NOTICE TO TRUSTEE OF FACTS PROHIBITING PAYMENTS. The
Issuer shall give prompt written notice to a Responsible Officer of the Trustee
at the Corporate Trust Office of any fact known to the Issuer that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Debt Securities pursuant to the provisions of this Article XV.
Notwithstanding any of the provisions of this Article or any other provision of
this Indenture, the Trustee shall not at any time be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
funds to or by the Trustee unless and until a Responsible Officer of the Trustee
assigned to its Corporate Trust Division shall have received at the Corporate
Trust Office written notice thereof from the Issuer or from one or more holders
of Senior Indebtedness or from any trustee therefor who shall have been
certified by the Issuer or otherwise established to the reasonable satisfaction
of the Trustee to be such a holder or trustee; and, prior to the receipt of such
written notice, the Trustee, subject to the provisions of Section 6.01, shall be
entitled in all respects to assume that no such facts exist; PROVIDED, HOWEVER,
that if prior to the fifth Business Day preceding the date upon which by the
terms



                                       54
<PAGE>

hereof any such funds may become payable, or if prior to the third Business Day
preceding the date of the execution of instruments pursuant to Section 4.01
acknowledging satisfaction and discharge of this Indenture, the Trustee shall
not have received with respect to such funds the notice provided for in this
Section, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and/or apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it on or after such date;
PROVIDED, HOWEVER, no such application shall affect the obligations under this
Article of the Persons receiving such moneys from the Trustee.

         SECTION 15.05. APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT.
Anything in this Indenture to the contrary notwithstanding, any deposit of a sum
by the Issuer with the Trustee or any agent (whether or not in trust) for any
payment of the principal of or interest on any Debt Securities shall, except as
provided in Section 15.04, be subject to the provisions of Section 15.01.

         SECTION 15.06. SUBROGATION. Subject to the payment in full of all
Senior Indebtedness, the Holders shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
assets of the Issuer applicable to such Senior Indebtedness until the Debt
Securities shall be paid in full, and none of the payments or distributions to
the holders of such Senior Indebtedness to which the Holders or the Trustee
would be entitled except for the provisions of this Article or of payments over,
pursuant to the provisions of this Article, to the holders of such Senior
Indebtedness by the Holders or the Trustee shall, as among the Issuer, its
creditors other than the holders of such Senior Indebtedness, and the Holders,
be deemed to be a payment by the Issuer to or on account of such Senior
Indebtedness; it being understood that the provisions of this Article are and
are intended solely for the purpose of defining the relative rights of the
Holders, on one hand, and the holders of the Senior Indebtedness, on the other
hand.

         SECTION 15.07. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS
OF BANK OR HOLDERS OF SENIOR INDEBTEDNESS. No right of any present or future
holders of any Senior Indebtedness 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 Issuer or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Issuer with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
with which any such holder may have or be otherwise charged. The holders of
Senior Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement any instrument pursuant to which any such Senior Indebtedness is
issued or by which it may be secured, or release any security therefor, or
exercise or refrain from exercising any other of their rights under the Senior
Indebtedness including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders or the Trustee and without
affecting the obligations of the Issuer, the Trustee or the Holders under this
Article.

         SECTION 15.08. AUTHORIZATION OF TRUSTEE TO EFFECTUATE SUBORDINATION OF
DEBT SECURITIES. Each Holder of a Debt Security, by his or her acceptance
thereof, authorizes and expressly directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to effectuate, as between
the Holders and the holders of Senior Indebtedness, the subordination provided
in this Article. If, in the event of any proceeding or other action relating to
the Issuer referred to in the second paragraph of Section 15.01, a proper claim
or proof of debt in the form required in such proceeding or action is not filed
by or on behalf of the Holders prior to 15 days before the expiration of the
time to file such claim or claims, then the holder or holders of Senior
Indebtedness shall have the right to file and are hereby authorized to file an
appropriate claim for and on behalf of the Holders.



                                       55
<PAGE>

         SECTION 15.09. RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS. The
Trustee shall be entitled to all of the rights set forth in this Article in
respect of any Senior Indebtedness at any time held by it in its individual
capacity to the same extent as any other holder of such Senior Indebtedness, and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.

         With respect to the holders of Senior Indebtedness of the Issuer, 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 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 Holders, the Issuer 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 6.07.

         SECTION 15.10. ARTICLE XV NOT TO PREVENT DEFAULTS (INCLUDING EVENTS OF
DEFAULT). The failure to make a payment pursuant to the terms of the Debt
Securities by reason of any provision in this Article shall not be construed as
preventing the occurrence of a Default (including an Event of Default, if any).

         SECTION 15.11. ARTICLE APPLICABLE TO PAYING AGENTS. The term "Trustee"
as used in this Article shall (unless the context shall otherwise require) be
construed as extending to and including each Paying Agent appointed by the
Issuer and acting hereunder within its meaning as fully for all intents and
purposes as if the Paying Agent were named in this Article in addition to or in
place of the Trustee; PROVIDED, HOWEVER, that Sections 15.04 and 15.09 shall not
apply to the Issuer or any Affiliate of the Issuer if the Issuer or such
Affiliate acts as Paying Agent.

                                    * * * * *

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




                                       56
<PAGE>

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

                                        BANKATLANTIC


                                        By:
                                           -----------------------------------
                                        Name:   Alan B. Levan
                                        Title:  Chairman and CEO

                                        WILMINGTON TRUST COMPANY,
                                        as Trustee, Paying Agent and
                                        Securities Registrar

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









                                       57
<PAGE>



                                                                       EXHIBIT A

            FORM OF FLOATING RATE SUBORDINATED DEBT SECURITY DUE 2012

                               [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. THIS SECURITY HAS
BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE OFFERING CIRCULAR REQUIREMENTS OF
THE OFFICE OF THRIFT SUPERVISION (THE "OTS") SET FORTH IN PART 563G OF TITLE 12
OF THE CODE OF FEDERAL REGULATIONS AND HAS NOT BEEN OFFERED PURSUANT TO AN
OFFERING CIRCULAR FILED WITH, AND DECLARED EFFECTIVE BY, THE OTS. THIS SECURITY
MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE OFFERING CIRCULAR UNDER
SUCH OFFERING CIRCULAR REQUIREMENTS OR PURSUANT TO AN EXEMPTION FROM SUCH
REQUIREMENTS. DUE CARE SHOULD BE TAKEN THAT A PROSPECTIVE SELLER OF THIS
SECURITY IS NOT AN UNDERWRITER WITHIN THE MEANING OF 12 C.F.R. 563G.1(A)(14).
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE BANK, (B) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT 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) 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 OFFERING CIRCULAR REQUIREMENTS OF THE OTS, SUBJECT
TO THE BANK'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR
OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF
WHICH MAY BE OBTAINED FROM THE BANK. THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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




                                      A-1
<PAGE>

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 WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATE 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 SAVINGS ACCOUNT OR 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").



                                      A-2
<PAGE>

THIS OBLIGATION IS SUBORDINATED ON LIQUIDATION, AS TO PRINCIPAL, INTEREST, AND
PREMIUM, IF ANY, TO ALL CLAIMS (INCLUDING POST-DEFAULT INTEREST) AGAINST THE
SAVINGS ASSOCIATION HAVING THE SAME PRIORITY AS SAVINGS ACCOUNT HOLDERS OR ANY
HIGHER PRIORITY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT
SECURED BY THE ASSETS OF THE BANK OR ANY OF ITS AFFILIATES.

ABSENT PRIOR WRITTEN APPROVAL OF THE OTS, THIS SECURITY IS NOT ELIGIBLE FOR
PURCHASE BY ANY SAVINGS ASSOCIATION OR A CORPORATE AFFILIATE THEREOF, EXCEPT
THAT THIS SECURITY MAY BE PURCHASED BY A CORPORATE AFFILIATE OF THE BANK OR BY
ANY DIVERSIFIED SAVINGS AND LOAN HOLDING COMPANY AND ANY NON-SAVINGS ASSOCIATION
SUBSIDIARY THEREOF. THE BANK MAY NOT RECOGNIZE ON ITS TRANSFER BOOKS ANY
TRANSFER MADE TO A SAVINGS ASSOCIATION OR ANY CORPORATE AFFILIATE THEREOF
(EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE) AND WILL NOT BE OBLIGATED TO MAKE
ANY PAYMENTS OF PRINCIPAL OR INTEREST ON THIS SECURITY IF THE OWNER OF THIS
SECURITY IS A SAVINGS ASSOCIATION OR ANY CORPORATE AFFILIATE THEREOF (EXCEPT AS
PROVIDED IN THE PRECEDING SENTENCE).




                                      A-3
<PAGE>


Certificate No. ____                                        CUSIP: ____________


                Floating Rate Subordinated Debt Security Due 2012
                                       of

                                  BankAtlantic

BankAtlantic (the "Bank"), for value received, hereby promises to pay to
[______________], as Trustee for the benefit of the Noteholders of TPref Funding
II, Ltd. (the "Holder"), or registered assigns, the principal sum of Twenty Two
Million Dollars ($22,000,000) on November 7, 2012, and to pay interest thereon
from October 29, 2002, or the most recent interest payment date (each such date,
an "Interest Payment Date") to which interest has been paid or duly provided
for, quarterly in arrears on February 7, May 7, August 7 and November 7 of each
year commencing February 7, 2003, at a variable per annum rate equal to LIBOR
(as defined in the Indenture) plus 3.45% 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 period compounded quarterly; PROVIDED,
that the Interest Rate may not exceed 12.5% through the Interest Payment Date in
November, 2007. The amount of interest payable on any Interest Payment Date
shall be computed on the basis of a 360-day year and the actual number of days
elapsed in the relevant interest period. In the event that any date on which
interest is payable on this Debt Security is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day, except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Debt Security (or one or more Predecessor Securities,
as defined in the Indenture) is registered at the close of business on the
Regular Record Date for such interest installment, which shall be the fifteenth
day prior to an Interest Payment Date whether or not such date is a Business
Day. 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 more than 15 days and not less than 10 days prior to
such special record date, all as more fully provided in the Indenture, or in any
other lawful manner consistent with the provisions of the Indenture. The Issuer
shall not pay any interest while it remains in default in the payment of any
assessment due to the FDIC; PROVIDED, that, if such default is due to a dispute
between the Issuer and the FDIC over the amount of such assessment, this
limitation shall not apply, if the Issuer deposits security satisfactory to the
FDIC for payment upon final determination of the issue. The principal of and
interest on this Debt Security shall be payable at the office or agency of the
Trustee (or other Paying Agent appointed by the Bank) 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 Bank by check
mailed to the registered holder at such address as shall appear in the Security
Register or by wire transfer to an account appropriately designated by the
holder hereof.



                                      A-4
<PAGE>

         Prior to November 7, 2007, this Debt Security is not subject to
redemption, repayment, repurchase or retirement prior to maturity, unless
certain events occur involving U.S. taxation, all as set forth in the Indenture,
and is not subject to any sinking fund.

         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, as defined in the Indenture,
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 its, his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all such purposes.
Each holder hereof, by his or her acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

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

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

         The provisions of this 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
<PAGE>
                  IN WITNESS WHEREOF, the Bank has duly executed this
certificate.

                                  BankAtlantic


                                            By:
                                              ---------------------------------
                                               Name:  Alan B. Levan
                                               Title: Chairman and CEO
Dated: _____________, 2002


                          CERTIFICATE OF AUTHENTICATION

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

                         [_____________], not in its individual capacity but
                         solely as Trustee

                         By:________________________________
                              Authorized Officer


Dated:  _____________, 2002












                                      A-6
<PAGE>


                              [REVERSE OF SECURITY]

         This Debt Security is one of a duly authorized series of Debt
Securities of the Bank, all issued or to be issued pursuant to an Indenture (the
"Indenture") dated as of October 29, 2002, duly executed and delivered between
the Bank and Wilmington Trust Company, 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 Bank and the holders of 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. In the event of any conflict between
the terms of this Debt Security and the Indenture, the terms of this Debt
Security shall be controlling.

         The Bank may redeem this Debt Security, in whole or in part from time
to time, on any Interest Payment Date on or after November 7, 2007 (the
"Optional Redemption Date") at the Optional Redemption Price.

         The "Optional Redemption Price" means (1) if the Optional Redemption
Date is before August 7, 2011, the greater of (a) 100% of the principal amount
of the Debt Securities to be redeemed, or (b) as determined by a Quotation
Agent, the sum of the present value of the principal amount payable as part of
the Redemption Price with respect to a redemption as of the Final Redemption
Date, together with the present value of the remaining interest payments,
calculated at a fixed per annum rate of interest equal to 8.11% over the
Remaining Life, discounted to the Optional Redemption Date on a quarterly basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 0.50%, plus, in the case of either (a) or (b), accrued and unpaid
interest on such Debt Securities to the Optional Redemption Date; and (2) if the
Optional Redemption Date is on or after August 7, 2011, the Redemption Price for
such Optional Redemption Date.

         "Treasury Rate" means (i) the yield, under the heading which represents
the average for the week immediately prior to the date of calculation, appearing
in the most recently published statistical release designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Remaining Life (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Remaining Life shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the quarterly equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Optional Redemption Date. The Treasury Rate shall be calculated on the
third Business Day preceding the Optional Redemption Date.

         "Comparable Treasury Issue" means with respect to any Optional
Redemption Date, the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at the time of selection and in




                                      A-7
<PAGE>

accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the Remaining Life. If no United
States Treasury security has a maturity which is within a period from three
months before to three months after the Final Redemption Date, the two most
closely corresponding United States Treasury securities shall be used as the
Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.

         "Comparable Treasury Price" means (a) the average of five Reference
Treasury Dealer Quotations for such Optional Redemption Date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the
Quotation Agent receives fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.

         "Primary Treasury Dealer" means a primary United States Government
securities dealer in New York City.

         "Quotation Agent" means Salomon Smith Barney Inc. and its successors;
PROVIDED, HOWEVER, that if the foregoing shall cease to be a Primary Treasury
Dealer, the Issuer shall substitute therefor another Primary Treasury Dealer.

         "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Optional Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third Business Day preceding
such Optional Redemption Date.

         Upon the occurrence and continuation of a Tax Event, this Debt Security
may become due and payable, in whole but not in part, at any time, within 90
days following the occurrence of such Tax Event (the "Tax Redemption Date"), at
the Tax Redemption Price.

         Any optional redemption or redemption due to the occurrence of a Tax
Event will be made, subject to the receipt by the Bank of prior approval from
the OTS, if then required under applicable capital guidelines or policies of the
OTS, upon not less than 30 days' nor more than 60 days' notice.

         "Tax 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 Tax Redemption Date.

         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 due and payable, and upon such declaration of acceleration shall become
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. Any such redemption will be made, subject to the
receipt by the Bank of prior approval from THE OTS, if the Bank is, or after
giving effect to such prepayment will be, failing to meet its regulatory capital
requirements under 12 C.F.R. pt. 567 upon not less than 30 days' nor more than
60 days' notice.



                                      A-8
<PAGE>

         The Indenture contains provisions permitting the Bank 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 fixed maturity of the Debt
Securities or any Interest Payment Date, or reduce the principal amount of any
Debt Security or the Interest Rate thereon, or reduce the amount provable in
bankruptcy or insolvency pursuant to Section 5.04 of the Indenture, or change
the place of payment for any Debt Security, or the currency in which any Debt
Security or any interest thereon is payable, 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 or any waiver of
compliance with certain provisions of the Indenture or any Event of Defaults
thereunder and their consequences. The Indenture contains provisions permitting
the holders of a majority in aggregate principal amount of the Debt Securities
at the time outstanding affected thereby as provided in the Indenture, on behalf
of all of the holders of the Debt Securities, to waive any past Event of
Default. Any such 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 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 Bank,
which is absolute and unconditional, to pay the principal of and premium, if
any, and interest 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 Security Register of the Bank, 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 Bank 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 Bank may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation thereto.



                                      A-9
<PAGE>

         Prior to due presentment for registration of transfer of this Debt
Security, the Bank, the Trustee, any Authenticating Agent, any Paying Agent, any
transfer agent and the 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 or on account of the principal hereof
and interest due hereon and for all other purposes, and neither the Bank nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer agent
nor any Security Registrar shall be affected by any notice to the contrary.

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

         Notwithstanding anything to the contrary in this Debt Security (or in
any related document); (A) if the FDIC shall be appointed receiver for the Bank
and in its capacity as such shall cause the Bank to merge with or into another
financial institution, or in such capacity shall sell or otherwise convey part
or all of the assets of the Bank to another financial institution or shall
arrange for the assumption of less than all of the liabilities of the Bank by
one or more other financial institutions, the FDIC shall have no obligation,
either in its capacity as receiver or in its corporate capacity, to contract for
or to otherwise arrange for the assumption of the obligation represented by this
Debt Security in whole or in part by any financial institution or institutions
which results from any such merger or which has purchased or otherwise acquired
from the FDIC as receiver for the Bank, any of the assets of the Bank, or which,
pursuant to any arrangement with the FDIC, has assumed less than all of the
liabilities of the Bank. To the extent that obligations represented by this Debt
Security have not been assumed in full by a financial institution with or into
which the Bank may have been merged, as described in this paragraph (A), and/or
by one or more financial institutions which have succeeded to all or a portion
of the assets of the Bank, or which have assumed a portion but not all of the
liabilities of the Bank as a result of one or more transactions entered into by
the FDIC as receiver for the Bank, then the holder of this Debt Security shall
be entitled to payments on this obligation in accordance with the procedures and
priorities set forth in any applicable receivership regulations or in orders of
the FDIC relating to such receivership.




                                      A-10
<PAGE>

         (B) In the event that the obligation represented by this Debt Security
is assumed in full by another financial institution, which shall succeed by
merger or otherwise to substantially all of the assets and the business of the
Bank, or which shall by arrangement with the FDIC assume all or a portion of the
liabilities of the Bank, and payment or provision for payment shall have been
made in respect of all matured installments of interest upon the Debt Securities
together with all matured installments of principal on such Debt Securities
which shall have become due otherwise than by acceleration, then any default
caused by the appointment of a receiver for the Bank shall be deemed to have
been cured, and any declaration consequent upon such default declaring the
principal and interest on the Debt Security to be immediately due and payable
shall be deemed to have been rescinded.

         (C) This Debt Security is not eligible to be purchased or held by any
savings association or corporate affiliate thereof except that this Debt
Security may be purchased or held by a corporate affiliate of the Bank or by a
diversified savings and loan holding company and its non-savings association
subsidiaries. The Bank may not recognize on its transfer books any transfer made
to a savings association or any corporate affiliate thereof (except as provided
in the preceding sentence) and will not be obligated to make any payments of
principal or interest on this Debt Security if the owner of this Debt Security
is a savings association or any corporate affiliate thereof (except as provided
in the preceding sentence.)

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

         THE INDENTURE AND THE DEBT SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH APPLICABLE FEDERAL LAWS AND THE LAW OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE.









                                      A-11