JUNIOR SUBORDINATED INDENTURE

                             Between

                  BROAD NATIONAL BANCORPORATION

                               and

                      BANKERS TRUST COMPANY

                           (as Trustee)

                           dated as of

                          June 30, 1997



<PAGE>


                        BNB CAPITAL TRUST

 Certain Sections of this Junior Subordinated Indenture relating
                to Sections 310 through 318 of the
                   Trust Indenture Act of 1939:


Trust Indenture                              Junior Subordinated
  Act Section                                       Indenture
Section
Section 310(a)(1)    . . . . . . . . . . . . . . . . . . . . .6.9
           (a)(2)    . . . . . . . . . . . . . . . . . . . . .6.9
           (a)(3)    . . . . . . . . . . . . . . . Not Applicable
           (a)(4)    . . . . . . . . . . . . . . . Not Applicable
           (a)(5)    . . . . . . . . . . . . . . . . . . . . .6.9
           (b) . . . . . . . . . . . . . . . . . . . . .6.8, 6.10
Section 311(a)       . . . . . . . . . . . . . . . . . . . . 6.13
           (b) . . . . . . . . . . . . . . . . . . . . . . . 6.13
           (b)(2)    . . . . . . . . . . . . . . . . . . . 7.3(a)
Section 312(a)       . . . . . . . . . . . . . . . . .7.1, 7.2(a)
           (b) . . . . . . . . . . . . . . . . . . . . . . 7.2(b)
           (c) . . . . . . . . . . . . . . . . . . . . . . 7.2(c)
Section 313(a)       . . . . . . . . . . . . . . . . . . . 7.3(a)
           (a)(4)    . . . . . . . . . . . . . . . . . . . 7.3(a)
           (b) . . . . . . . . . . . . . . . . . . . . . . 7.3(b)
           (c) . . . . . . . . . . . . . . . . . . . . . . 7.3(a)
           (d) . . . . . . . . . . . . . . . . . . . . . . 7.3(c)
Section 314(a)       . . . . . . . . . . . . . . . . . . . . .7.4
           (b) . . . . . . . . . . . . . . . . . . . . . . . .7.4
           (c)(1)    . . . . . . . . . . . . . . . . . . . . .1.2
           (c)(2)    . . . . . . . . . . . . . . . . . . . . .1.2
           (c)(3)    . . . . . . . . . . . . . . . Not Applicable
           (e) . . . . . . . . . . . . . . . . . . . . . . . .1.2
Section 315(a)       . . . . . . . . . . . . . . . . . . . 6.1(a)
           (b) . . . . . . . . . . . . . . . . . . . . . 6.2, 7.3
           (c) . . . . . . . . . . . . . . . . . . . . . . 6.1(b)
           (d) . . . . . . . . . . . . . . . . . . . . . . 6.1(c)
           (e) . . . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316(a)       . . . . . . . . . . . . . . . . . . . . 5.12
           (a)(1)(A) . . . . . . . . . . . . . . . . . . . . 5.12
           (a)(1)(B) . . . . . . . . . . . . . . . . . . . . 5.13
           (a)(2)    . . . . . . . . . . . . . . . Not Applicable
           (b) . . . . . . . . . . . . . . . . . . . . . . . .5.8
           (c) . . . . . . . . . . . . . . . . . . . . . . 1.4(f)
Section 317(a)(1)    . . . . . . . . . . . . . . . . . . . . .5.3
           (a)(2)    . . . . . . . . . . . . . . . . . . . . .5.4
           (b) . . . . . . . . . . . . . . . . . . . . . . . 10.3
Section 318(a)       . . . . . . . . . . . . . . . . . . . . .1.7


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


<PAGE>

                        TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. . . . .1
     SECTION 1.1.   Definitions. . . . . . . . . . . . . . . . .1
     SECTION 1.2.   Compliance Certificate and Opinions. . . . .8
     SECTION 1.3.   Forms of Documents Delivered to Trustee. . .9
     SECTION 1.4.   Acts of Holders. . . . . . . . . . . . . . .9
     SECTION 1.5.   Notices, Etc. to Trustee and Company . . . 11
     SECTION 1.6.   Notice to Holders; Waiver. . . . . . . . . 11
     SECTION 1.7.   Conflict with Trust Indenture Act. . . . . 11
     SECTION 1.8.   Effect of Headings and Table of Contents . 11
     SECTION 1.9.   Successors and Assigns . . . . . . . . . . 11
     SECTION 1.10.  Separability Clause. . . . . . . . . . . . 12
     SECTION 1.11.  Benefits of Indenture. . . . . . . . . . . 12
     SECTION 1.12.  Governing Law. . . . . . . . . . . . . . . 12
     SECTION 1.13.  Non-Business Days. . . . . . . . . . . . . 12

ARTICLE II
          SECURITY FORMS . . . . . . . . . . . . . . . . . . . 12
     SECTION 2.1.   Forms Generally. . . . . . . . . . . . . . 12
     SECTION 2.2.   Form of Face of Security . . . . . . . . . 13
     SECTION 2.3.   Form of Reverse of Security. . . . . . . . 16
     SECTION 2.4.   Additional Provisions Required in Global
                    Security . . . . . . . . . . . . . . . . . 18
     SECTION 2.5.   Form of Trustee's Certificate of
                    Authentication . . . . . . . . . . . . . . 18

ARTICLE III
           THE SECURITIES. . . . . . . . . . . . . . . . . . . 18
     SECTION 3.1.   Title and Terms. . . . . . . . . . . . . . 18
     SECTION 3.2.   Denominations. . . . . . . . . . . . . . . 19
     SECTION 3.3.   Execution, Authentication, Delivery and
                    Dating . . . . . . . . . . . . . . . . . . 19
     SECTION 3.4.   Temporary Securities . . . . . . . . . . . 20
     SECTION 3.5.   Global Securities. . . . . . . . . . . . . 20
     SECTION 3.6.   Registration, Transfer and Exchange
                    Generally; Certain Transfers and
                    Exchanges; Securities Act Legends. . . . . 21
     SECTION 3.7.   Mutilated, Lost and Stolen Securities. . . 22
     SECTION 3.8.   Payment of Interest and Additional
                    Interest; Interest Rights Preserved. . . . 23
     SECTION 3.9.   Persons Deemed Owners. . . . . . . . . . . 24
     SECTION 3.10.  Cancellation . . . . . . . . . . . . . . . 24
     SECTION 3.11.  Computation of Interest. . . . . . . . . . 24
     SECTION 3.12.  Deferrals of Interest Payment Dates. . . . 24
     SECTION 3.13.  Right of Set-Off . . . . . . . . . . . . . 25
     SECTION 3.14.  Agreed Tax Treatment . . . . . . . . . . . 25
     SECTION 3.15.  CUSIP Numbers. . . . . . . . . . . . . . . 26

ARTICLE IV
          SATISFACTION AND DISCHARGE . . . . . . . . . . . . . 26
     SECTION 4.1.   Satisfaction and Discharge of Indenture. . 26
     SECTION 4.2.   Application of Trust Money . . . . . . . . 27

ARTICLE V
         REMEDIES. . . . . . . . . . . . . . . . . . . . . . . 27
     SECTION 5.1.   Events of Default. . . . . . . . . . . . . 27
     SECTION 5.2.   Acceleration of Maturity, Rescission and
                    Annulment. . . . . . . . . . . . . . . . . 27
     SECTION 5.3.   Collection of Indebtedness and Suits for
                    Enforcement by Trustee . . . . . . . . . . 28
     SECTION 5.4.   Trustee May File Proofs of Claim . . . . . 29
     SECTION 5.5.   Trustee May Enforce Claim Without
                    Possession of Securities . . . . . . . . . 29
     SECTION 5.6.   Application of Money Collected . . . . . . 30
     SECTION 5.7.   Limitation on Suits. . . . . . . . . . . . 30
     SECTION 5.8.   Unconditional Right of Holders to Receive
                    Principal, Premium and Interest; Direct
                    Action by Holders of Preferred Securities. 30
     SECTION 5.9.   Restoration of Rights and Remedies . . . . 31
     SECTION 5.10.  Rights and Remedies Cumulative . . . . . . 31
     SECTION 5.11.  Delay or Omission Not Waiver . . . . . . . 31
     SECTION 5.12.  Control by Holders . . . . . . . . . . . . 31
     SECTION 5.13.  Waiver of Past Defaults. . . . . . . . . . 32
     SECTION 5.14.  Undertaking for Costs. . . . . . . . . . . 32
     SECTION 5.15.  Waiver of Usury, Stay or Extension Laws. . 32

ARTICLE VI
          THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . 33
     SECTION 6.1.   Certain Duties and Responsibilities. . . . 33
     SECTION 6.2.   Notice of Defaults . . . . . . . . . . . . 33
     SECTION 6.3.   Certain Rights of Trustee. . . . . . . . . 34
     SECTION 6.4.   Not Responsible for Recitals or Issuance
                    of Securities. . . . . . . . . . . . . . . 34
     SECTION 6.5.   May Hold Securities. . . . . . . . . . . . 34
     SECTION 6.6.   Money Held in Trust. . . . . . . . . . . . 35
     SECTION 6.7.   Compensation and Reimbursement . . . . . . 35
     SECTION 6.8.   Disqualification; Conflicting Interests. . 35
     SECTION 6.9.   Corporate Trustee Required; Eligibility. . 36
     SECTION 6.10.  Resignation and Removal; Appointment of
                    Successor. . . . . . . . . . . . . . . . . 36
     SECTION 6.11.  Acceptance of Appointment by Successor . . 37
     SECTION 6.12.  Merger, Conversion, Consolidation or
                    Succession to Business . . . . . . . . . . 37
     SECTION 6.13.  Preferential Collection of Claims Against
                    Company. . . . . . . . . . . . . . . . . . 38
     SECTION 6.14.  Appointment of Authenticating Agent. . . . 38

ARTICLE VII
             HOLDER'S LISTS AND REPORTS BY TRUSTEE,
             PAYING AGENT AND COMPANY    . . . . . . . . . . . 39
     SECTION 7.1.   Company to Furnish Trustee Names and
                    Addresses of Holders . . . . . . . . . . . 39
     SECTION 7.2.   Preservation of Information, Communications
                    to Holders . . . . . . . . . . . . . . . . 39
     SECTION 7.3.   Reports by Trustee and Paying Agent. . . . 40
     SECTION 7.4.   Reports by Company . . . . . . . . . . . . 40

ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . 40
     SECTION 8.1.   Company May Consolidate, Etc., Only on
                    Certain Terms. . . . . . . . . . . . . . . 40
     SECTION 8.2.   Successor Company Substituted. . . . . . . 41

ARTICLE IX
          SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . 41
     SECTION 9.1.   Supplemental Indentures Without Consent
                    of Holders . . . . . . . . . . . . . . . . 41
     SECTION 9.2.   Supplemental Indentures with Consent
                    of Holders . . . . . . . . . . . . . . . . 42
     SECTION 9.3.   Execution of Supplemental Indentures . . . 43
     SECTION 9.4.   Effect of Supplemental Indentures. . . . . 43
     SECTION 9.5.   Conformity with Trust Indenture Act. . . . 43
     SECTION 9.6.   Reference in Securities to Supplemental
                    Indentures . . . . . . . . . . . . . . . . 43

ARTICLE X
         COVENANTS . . . . . . . . . . . . . . . . . . . . . . 43
     SECTION 10.1.  Payment of Principal, Premium and Interest 43
     SECTION 10.2.  Maintenance of Office or Agency. . . . . . 43
     SECTION 10.3.  Money for Security Payments to be Held in
                    Trust. . . . . . . . . . . . . . . . . . . 44
     SECTION 10.4.  Statement as to Compliance . . . . . . . . 45
     SECTION 10.5.  Waiver of Certain Covenants. . . . . . . . 45
     SECTION 10.6.  Additional Sums. . . . . . . . . . . . . . 45
     SECTION 10.7.  Additional Covenants . . . . . . . . . . . 46
     SECTION 10.8.  Original Issue Discount. . . . . . . . . . 46

ARTICLE IX
          REDEMPTION OF SECURITIES . . . . . . . . . . . . . . 47
     SECTION 11.1.  Applicability of This Article. . . . . . . 47
     SECTION 11.2.  Election to Redeem; Notice to Trustee. . . 47
     SECTION 11.3.  Selection of Securities to be Redeemed . . 47
     SECTION 11.4.  Notice of Redemption . . . . . . . . . . . 47
     SECTION 11.5.  Deposit of Redemption Price. . . . . . . . 48
     SECTION 11.6.  Payment of Securities Called for Redemption48
     SECTION 11.7.  Right of Redemption of Securities Initially
                    Issued to the Issuer Trust . . . . . . . . 48

ARTICLE XII
          SINKING FUNDS . . . . . . . . . . . . . . . . . . . 49

ARTICLE XIII
           SUBORDINATION OF SECURITIES. . . . . . . . . . . . 49
     SECTION 13.1.  Securities Subordinate to Senior
                    Indebtedness . . . . . . . . . . . . . . . 49
     SECTION 13.2.  No Payment When Senior Indebtedness in
                    Default, Payment Over of Proceeds Upon
                    Dissolution, Etc.. . . . . . . . . . . . . 49
     SECTION 13.3.  Payment Permitted If No Default. . . . . . 50
     SECTION 13.4.  Subrogation to Rights of Holders of Senior
                    Indebtedness . . . . . . . . . . . . . . . 50
     SECTION 13.5.  Provisions Solely to Define Relative
                    Rights . . . . . . . . . . . . . . . . . . 51
     SECTION 13.6.  Trustee to Effectuate Subordination. . . . 51
     SECTION 13.7.  No Waiver of Subordination Provisions. . . 51
     SECTION 13.8.  Notice to Trustee. . . . . . . . . . . . . 52
     SECTION 13.9.  Reliance on Judicial Order or Certificate
                    of Liquidating Agent . . . . . . . . . . . 52
     SECTION 13.10. Trustee Not Fiduciary for Holders of Senior
                    Indebtedness . . . . . . . . . . . . . . . 52
     SECTION 13.11. Rights of Trustee as Holder of Senior
                    Indebtedness; Preservation of Trustee's
                    Rights . . . . . . . . . . . . . . . . . . 52
     SECTION 13.12. Article Applicable to Paying Agents. . . . 53
     SECTION 13.13. Certain Conversions or Exchanges Deemed
                    Payment. . . . . . . . . . . . . . . . . . 53


<PAGE>


                  JUNIOR SUBORDINATED INDENTURE

     THIS JUNIOR SUBORDINATED INDENTURE, dated as of June 30,
1997, between BROAD NATIONAL BANCORPORATION, a New Jersey
corporation (the "Company"), having its principal office at 905
Broad Street, Newark, New Jersey 07102, and BANKERS TRUST
COMPANY, as Trustee, having its principal office at Four Albany
Street, 4th Floor, New York, New York 10006 (the "Trustee ") -

                     RECITALS OF THE COMPANY

     WHEREAS, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of its
unsecured junior subordinated debentures due June 30, 2027
(hereinafter called the "Securities") of substantially the tenor
hereinafter provided, including Securities issued to evidence
loans made to the Company from the proceeds from the issuance
from time to time by BNB Capital Trust, a Delaware business trust
(the "Issuer Trust") of undivided preferred beneficial interests
in the assets of such Issuer Trust (the "Preferred Securities")
and common undivided interests in the assets of such Issuer Trust
(the "Common Securities" and, collectively with the Preferred
Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated,
issued and delivered; and

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

     NOW THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of
the Securities by the Holders (as such term is defined in Section
1.1 hereof) thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the
Securities or of any series thereof, and intending to be legally
bound hereby, as follows:


                            ARTICLE I
                 DEFINITIONS AND OTHER PROVISIONS
                      OF GENERAL APPLICATION

     SECTION 1.1.   Definitions.

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

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

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

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

     (4)   All accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles as in effect at the time of
computation;

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

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




<PAGE>




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

     "25% Capital Limitation" means the limitation imposed by the
Federal Reserve that the proceeds of certain qualifying
securities like the Trust Securities will qualify as Tier I
capital of the issuer up to an amount not to exceed 25% of the
Issuer's Tier I capital, or any subsequent limitation adopted by
the Federal Reserve.

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

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

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

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

     "Administrator" means, in respect of the Issuer Trust, each
Person appointed in accordance with the Trust Agreement, solely
in such Person's capacity as Administrator of the Issuer Trust
and not in such Person's individual capacity, or any successor
Administrator appointed as therein provided.

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

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

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

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

     "Board of Directors" means the board of directors of the
Company or the Executive Committee of the board of directors of
the Company (or any other committee of the board of directors of
the Company performing similar functions) or, for purposes of
this Indenture, a committee designated by the board of directors
of the Company (or such committee), comprised of two or more
members of the board of directors of the Company or officers of
the Company, or both.

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

     "Business Day" means any day other than (i) a Saturday or
Sunday, (ii) a day on which banking institutions in the State of
New Jersey or the City of New York are authorized or required by
law or executive order to remain closed, or (iii) day on which
the Corporate Trust Office of the Trustee, or, with respect to
the Securities initially issued to the <PAGE> Issuer Trust, the
"Corporate Trust Office" (as defined in the Trust Agreement) of
the Property Trustee or the Delaware Trustee under the Trust
Agreement, is closed for business.

     "Capital Treatment Event" means, in respect of the Issuer
Trust, the reasonable determination by the Company that, as a
result of the occurrence of any amendment to, or change
(including any announced prospective change) in, the laws (or any
rules or regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which
amendment or change is effective or such pronouncement, action or
decision is announced on or after the date of the issuance of the
Preferred Securities of the Issuer Trust, there is more than an
insubstantial risk that the Company will not be entitled to treat
an amount equal to the Liquidation Amount (as such term is
defined in the Trust Agreement) of such Preferred Securities as
"Tier I Capital" (or the then equivalent thereof), except as
otherwise restricted under the 25% Capital Limitation, for
purposes of the risk-based capital adequacy guidelines of the
Board of Governors of the Federal Reserve System, as then in
effect and applicable to the Company.

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

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

     "Common Stock" means the common stock, par value $1.00 per
share, of the Company.

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

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

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

     "Creditor" has the meaning specified in Section 6.7.

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

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

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

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




<PAGE>




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

     The term "entity" includes a bank, corporation, association,
company, limited liability company, joint-stock company or
business trust.

     "Event of Default" has the meaning specified in Article V.

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

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

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

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

     "Guarantee" means, with respect to the Issuer Trust, the
Guarantee Agreement, dated June 30, 1997, executed by the Company
for the benefit of the Holders of the Preferred Securities issued
by the Issuer Trust as modified, amended or supplemented from
time to time.

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

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

     "Institutional Accredited Investor" means an institutional
accredited investor within the meaning of Rule 501(a)(1), (2),
(e) or (7) of Regulation D under the Securities Act.

     "Interest Payment Date" means the Stated Maturity of an
installment of interest on such Securities.

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

     "Investment Company Event" means the receipt by the Issuer
Trust of an Opinion of Counsel (as defined in the Trust
Agreement) experienced in such matters to the effect that, as a
result of the occurrence of a change in law or regulation or a
written change (including any announced prospective change) in
interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the
Issuer Trust is or will be considered an "investment company"
that is required to be registered under the investment Company
Act, which change or prospective change becomes effective or
would become effective, as the case may be, on or after the date
of the issuance of the Preferred Securities of the Issuer Trust.

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

     "Maturity" when used with respect to any Security means the
date on which the principal of such Security becomes due and
payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption
or otherwise.

     "Notice of Default" means a written notice of the kind
specified in Section 5.1(3).




<PAGE>




     "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman and Chief Executive Officer,
President or a Vice President, and by the Treasurer, an Associate
Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of such Person, and delivered to the Trustee.  Any
Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Indenture shall
include;

           (a) a statement by each officer signing the
Officers' Certificate that such officer has read the covenant or
condition and the definitions relating thereto;

           (b) a brief statement of the nature and scope of
the examination or investigation undertaken by such officer in
rendering the Officers' Certificate;

           (c) a statement that such officer has made such
examination or investigation as, in such officer's opinion, is
necessary to enable such officer to express an informed opinion
as to whether or not such covenant or condition has been complied
with; and

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

provided, however, that the Officers' Certificate delivered
pursuant to the provisions of Section 10.4 hereof shall comply
with the provisions of Section 314 of the Trust Indenture Act.

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

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

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

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

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

           (iii)    Securities in substitution for or in lieu of
which other Securities have been authenticated and delivered or
that have been paid pursuant to Section 3.6, unless proof
satisfactory to the Trustee is presented that any such Securities
are held by Holders in whose hands such Securities are valid,
binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given
any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or
such other obligor (other than, for the avoidance of doubt, the
Issuer Trust to which Securities of the applicable series were
initially issued) shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only
Securities that the Trustee knows to be so owned shall be so
disregarded.  Securities so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor (other than, for the
avoidance of doubt, the Issuer Trust).  Upon the written request
of the Trustee, the Company shall furnish to the Trustee promptly
an Officers' Certificate listing and identifying all Securities,
if any, known by the Company to be owned or held by or for the
account of the Company, or any other obligor on the Securities or
any Affiliate of the Company or such obligor (other than, for the
avoidance of <PAGE> doubt, the Issuer Trust), and, subject to the
provisions of Section 6.1, the Trustee shall be entitled to
accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not
listed therein are Outstanding for the purpose of any such
determination.

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

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

     "Place of Payment" means, with respect to the Securities,
the place or places where the principal of (and premium, if any)
and interest on the Securities are payable pursuant to Section
3.1.

     "Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security.  For the
purposes of this definition, any security authenticated and
delivered under Section 3.7 in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Security.

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

     "Proceeding" has the meaning specified in Section 13.2.

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

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

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

     "Regular Record Date" for the interest payable on any
Interest Payment Date with respect to the Securities means,
unless otherwise provided pursuant to Section 3.1 with respect to
the Securities, the close of business on March 15, June 15,
September, 15 and December 15 next preceding such Interest
Payment Date (whether or not a Business Day).

     "Responsible Officer", when used with respect to the
Property Trustee means any officer assigned to the Corporate
Trust Office, including any managing director, vice president,
assistant vice president, assistant treasurer, assistant
secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any of the
above designated officers and having direct responsibility for
the administration of this Indenture, and also, with respect to a
particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity
with the particular subject.

     "Restricted Security" means each Security required pursuant
to Section 3.6(b) to bear a Restricted Securities Legend.

     "Restricted Securities Certificate" means a certificate
substantially in the form set forth in Annex A.

     "Restricted Securities Legend" means a legend substantially
in the form of the legend required in the form of Security set
forth in Section 2.2 to be placed upon a Restricted Security.




<PAGE>




     "Rights Plan" means any plan of the Company providing for
the issuance by the Company to all holders of its Common Stock,
par value $1.00 per share, of rights entitling the holders
thereof to subscribe for or purchase shares of any class or
series of capital stock of the Company which rights (i) are
deemed to be transferred with such shares of such Common Stock,
(ii) are not exercisable, and (iii) are also issued in respect of
future issuances of such Common Stock, in each case until the
occurrence of a specified event or events.

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

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

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

     "Senior Indebtedness" means, whether recourse is to all or a
portion of the assets of the Company and whether or not
contingent, (i) every obligation of the Company for money
borrowed; (ii) every obligation of the Company evidenced by
bonds, debentures, notes or other similar instruments, including
obligations incurred in connection with the acquisition of
property, assets or businesses; (iii) every reimbursement
obligation of the Company with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account
of the Company; (iv) every obligation of the Company issued or
assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities
arising in the ordinary course of business); (v) every capital
lease obligation of the Company; (vi) every obligation of the
Company for claims (as defined in Section 101(4) of the United
States Bankruptcy Code of 1978, as amended) in respect of
derivative products such as interest and foreign exchange rate
contracts, commodity contracts and similar arrangements; and
(vii) every obligation of the type referred to in clauses (i)
through (vi) of another person and all dividends of another
person the payment of which, in either case, the Company has
guaranteed or is responsible or liable, directly or indirectly,
as obligor or otherwise; provided that "Senior Indebtedness"
shall not include (i) any obligations which, by their terms, are
expressly stated to rank pari passu in right of payment with, or
to not be superior in right of payment to, the Junior
Subordinated Debentures, (ii) any Senior Indebtedness of the
Company which when incurred and without respect to any election
under Section III(b) of the United States Bankruptcy Code of
1978, as amended, was without recourse to the Company, (iii) any
Senior Indebtedness of the Company to any of its subsidiaries,
(iv) Senior Indebtedness to any executive officer or director of
the Company, or (v) any indebtedness in respect of debt
securities issued to any trust, or a trustee of such trust,
partnership or other entity affiliated with the Company that is a
financing entity of the Company in connection with the issuance
by such financing entity of securities that are similar to the
Preferred Securities.

     "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section
3.8.

     "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means
the date specified pursuant to the terms of such Security as the
fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, as, such
date may, in the case of such principal, be shortened or extended
as provided pursuant to the terms of such Security and this
Indenture.

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

     "Successor Security" of any particular Security means every
Security issued after, and evidencing all or a portion of the
same debt as that evidenced by, such particular Security; and,
for the purposes of this definition, any Security authenticated
and delivered under Section 3.7 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or
stolen Security.




<PAGE>




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

     "Trust Agreement" means, the Amended and Restated Trust
Agreement, dated as of June 30, 1997, as amended, modified or
supplemented from time to time, among the trustees of the Issuer
Trust named therein, the Company, as depositor, and the holders
from time to time of undivided beneficial ownership interests in
the assets of the Issuer Trust.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939,
as modified, amended or supplemented from time to time, except as
provided in Section 9.5.

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

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

     SECTION 1.2.   Compliance Certificate and Opinions.

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

     Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture (other
than the certificates provided pursuant to Section 10.4) shall
include:

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

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




<PAGE>




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

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

     SECTION 1.3.   Forms of Documents Delivered to Trustee.

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

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

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

     SECTION 1.4.   Acts of Holders.

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

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

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

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




<PAGE>




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

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

     The Trustee may set any day as a record date for the purpose
of determining the Holders of outstanding Securities entitled to
join in the giving or making of (i) any Notice of Default, (ii)
any declaration of acceleration referred to in Section 5.2, (iii)
any request to institute proceedings referred to in Section
5.7(2), or (iv) any direction referred to in Section 5.12, in
each case with respect to Securities.  If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities
on such record date, and no other Holders, shall be entitled to
join in such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date,
provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of
the requisite principal amount of Outstanding Securities on such
record date.  Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of
no effect) and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities on the date such
action is taken.  Promptly after any record date is set pursuant
to this paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities in the manner set forth
in Section 1.6.

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

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




<PAGE>




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

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

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

               (2)  the Company by the Trustee, any Holder or any
     holder of Preferred Securities shall be sufficient for every
     purpose (except as otherwise provided in Section 5.1)
     hereunder if in writing and mailed, first class, postage
     prepaid, to the Company addressed to it at the address of
     its principal office specified in the first paragraph of
     this instrument or at any other address previously furnished
     in writing to the Trustee by the Company.

     SECTION 1.6.   Notice to Holders; Waiver.

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

     SECTION 1.7.   Conflict with Trust Indenture Act.

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

     SECTION 1.8.   Effect of Headings and Table of Contents.

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

     SECTION 1.9.   Successors and Assigns.

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




<PAGE>




     SECTION 1.10.  Separability Clause.

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

     SECTION 1.11.  Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto
and their successors and assigns, the holders of Senior
Indebtedness, the Holders of the Securities and, to the extent
expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and
9.2, the holders of Preferred Securities, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

     SECTION 1.12.  Governing Law.

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

     SECTION 1.13.  Non-Business Days.

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


                            ARTICLE II
                          SECURITY FORMS

     SECTION 2.1.   Forms Generally.

     The Securities and the Trustee's certificate of
authentication shall be in substantially the forms set forth in
this Article, or in such other form or forms as shall be
established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may
such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to
comply with applicable tax laws or the rules of any securities
exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their
execution of the Securities.  If the form of Securities is
established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 3.3 with respect to the
authentication and delivery of such Securities.

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

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




<PAGE>




     Securities distributed to holders of Global Preferred
Securities (as defined in the Trust Agreement) upon the
dissolution of the Issuer Trust shall be distributed in the form
of one or more Global Securities registered in the name of a
Depositary or its nominee, and deposited with the Securities
Registrar, as custodian for such Depositary, or with such
Depositary, for credit by the Depositary to the respective
accounts of the beneficial owners of the Securities represented
thereby (or such other accounts as they may direct).  Securities
distributed to holders of Preferred Securities other than Global
Preferred Securities upon the dissolution of the Issuer Trust
shall not be issued in the form of a Global Security or any other
form intended to facilitate book-entry trading in beneficial
interests in such Securities.

     SECTION 2.2.   Form of Face of Security.

                  BROAD NATIONAL BANCORPORATION
       __% Junior Subordinated Debentures due ______, 2027

     [If the Security is a Restricted Security, insert - THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)
BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT,
(I) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN
OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN
INITIAL INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER OR BY
ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN
ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS
OF THE UNITED STATES.  THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS.  SECURITIES OWNED BY
AN INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER
MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED WITHOUT
CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS, AS PROVIDED IN THE INDENTURE REFERRED TO BELOW.  NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.]

     No. _____                                         $_____

     BROAD NATIONAL BANCORPORATION, a New Jersey corporation
(hereinafter called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
_________________________, or registered assigns, the principal
sum of _________________________ Dollars on ______________ [if
the Security is a Global Security, then insert, if applicable--,
or such other principal amount represented hereby as may be set
forth in the records of the Securities Registrar hereinafter
referred to in accordance with the Indenture,].  The Company
further promises to pay interest on said principal from
______________, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, quarterly
(subject to deferral as set forth herein) in arrears on the last
day of March, June, September and December of each year,
commencing _______________, 1997 at the rate of ____% per annum,
together with Additional Sums, if any, as provided in Section
10.6 of the Indenture, until the principal hereof is paid or duly
provided for or made available for payment; provided that any
overdue principal, premium or Additional Sums and any overdue
installment of interest shall bear Additional Interest at the
rate of ______% per annum (to the extent that the payment of such
interest shall be legally enforceable), compounded quarterly from
the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on
demand.  The amount of interest payable for any period less than
a full interest period shall be computed on the basis of a
360-day year of twelve 30-day months and the <PAGE> actual days elapsed
in a partial month in such period.  The amount of interest
payable for any full interest period shall be computed by
dividing the applicable rate per annum by four.  The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest installment, which
shall be the 15th day of March, June, September and December
(whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

     So long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time during
the term of this Security, from time to time to defer the payment
of interest on this Security for up to 20 consecutive quarterly
interest payment periods with respect to each deferral period
(each an "Extension Period"), during which Extension Periods the
Company shall have the right to make partial payments of interest
on any Interest Payment Date, and at the end of which the Company
shall pay all interest then accrued and unpaid including
Additional Interest, as provided below; provided, however, that
no Extension Period shall extend beyond the Stated Maturity of
the principal of this Security, as then in effect, and no such
Extension Period may end on a date other than an Interest Payment
Date; and provided, further, however, that during any such
Extension Period, the Company shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of the Company's
capital stock, or (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company that rank pari passu in all
respects with or junior in interest to this Security (other than
(a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for
the benefit of any one or more employees, officers, directors or
consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the
issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to
the applicable Extension Period, (b) as a result of an exchange
or conversion of any class or series of the Company's capital
stock (or any capital stock of a Subsidiary of the Company) for
any class or series of the Company's capital stock or of any
class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (c) the purchase of
fractional interests in shares of the Company's capital stock
pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or
the issuance of rights, stock or other property under any Rights
Plan, or the redemption or repurchase of rights pursuant thereto,
or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari
passu with or junior to such stock).  Prior to the termination of
any such Extension Period, the Company may further defer the
payment of interest, provided that no Extension Period shall
exceed 20 consecutive quarterly interest payment periods, extend
beyond the Stated Maturity of the principal of this Security or
end on a date other than an Interest Payment Date.  Upon the
termination of any such Extension Period and upon the payment of
all accrued and unpaid interest and any Additional Interest then
due on any Interest Payment Date, the Company may elect to begin
a new Extension Period, subject to the above conditions.  No
interest shall be due and payable during an Extension Period,
except at the end thereof, but each installment of interest that
would otherwise have been due and payable during such Extension
Period shall bear Additional Interest (to the extent that the
payment of such interest shall be legally enforceable) at the
rate of __% per annum, compounded quarterly and calculated as set
forth in the first paragraph of this Security, from the date on
which such amounts would otherwise have been due and payable
until paid or made available for payment.  The Company shall give
the Holder of this Security and the Trustee notice of its
election to begin any Extension Period at least one Business Day
prior to the next succeeding Interest Payment Date on which
interest on this Security would be payable but for such deferral
or so long as such securities are held by BNB Capital Trust, at
least one Business Day prior to the earlier of (i) the next
succeeding date on which Distributions on the Preferred
Securities of the Issuer Trust would be payable but for such
deferral, and (ii) the date on which the Property <PAGE> Trustee of the
Issuer Trust is required to give notice to holders of such
Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one
Business Day prior to such record date.

     Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in the United States, in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts; provided, however that at the option of the Company
payment of interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Securities Register, or (ii) if to a Holder of
$1,000,000 or more in aggregate principal amount of this
Security, by wire transfer in immediately available funds upon
written request to the Trustee not later than 15 calendar days
prior to the date on which the interest is payable.

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

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

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

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


BROAD NATIONAL BANCORPORATION



By:
     Name:
     Title:



Attest:




Secretary or Assistant Secretary





<PAGE>




     SECTION 2.3.   Form of Reverse of Security.

     This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under the Junior
Subordinated Indenture, dated as of June 30, 1997 (herein called
the "Indenture"), between the Company and Bankers Trust Company,
as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness and the Holders of the Securities,
and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This Security is one of the series
designated on the face hereof, limited in aggregate principal
amount to $__________.

     All terms used in this Security that are defined in the
Indenture or in the Amended and Restated Trust Agreement dated as
of June 30, 1997 (as modified, amended or supplemented from time
to time the "Trust Agreement"), relating to BNB Capital Trust
(the "Issuer Trust") among the Company, as Depositor, the
Trustees named therein and the Holders from time to time of the
Trust Securities issued pursuant thereto shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the
case may be.

     The Company has the right to redeem this Security (i) on or
after June 30, 2002 in whole at any time or in part from time to
time, or (ii) in whole (but not in part), at any time within 90
days following the occurrence and during the continuation of a
Tax Event, Investment Company Event, or Capital Treatment Event,
in each case at the Redemption Price described below, and subject
to possible regulatory approval.  The Redemption Price shall
equal 100% of the principal amount hereof being redeemed,
together with accrued interest to but excluding the date fixed
for redemption.

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

     [If applicable, insert--The Indenture contains provisions
for defeasance at any time [of the entire indebtedness of this
Security] [or] [certain restrictive covenants and Events of
Default with respect to this Security] [, in each case] upon
compliance by the Company with certain conditions set forth in
the Indenture.]

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

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




<PAGE>




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

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

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

     The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000 in excess thereof.  As provided
in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.

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

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

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

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

     THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE
COMPANY, DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR
GOVERNMENT AGENCY.




<PAGE>




     SECTION 2.4.   Additional Provisions Required in Global
Security.

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

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

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

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


Dated: _________________           BANKERS TRUST COMPANY,
                              as Trustee




                              By:
                                   Authorized Signatory


                           ARTICLE III
                          THE SECURITIES

     SECTION 3.1.   Title and Terms.

     The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is $11,855,670.

     The Securities' Stated Maturity shall be June 30, 2027.

     The Securities, established pursuant to a Board Resolution,
shall bear interest at a per annum rate equal to 9.50% from June
30, 1997 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be,
payable quarterly (subject to deferral as set forth in Section
3.12), in arrears, on the last day of March, June, September and
December of each year, commencing September 30, 1997, until the
principal thereof is paid or made available for payment.
Interest will compound quarterly and will accrue at a per annum
rate equal to 9.50% to the extent permitted by applicable law, on
any interest installment in arrears for more than one quarterly
period or during an extension of an interest payment period as
set forth below in Section 3.12.

     The principal of and interest on the Securities shall be
payable at the office or agency of the Paying Agent in the United
States maintained for such purpose and at any other office or
agency maintained by the Company for such purpose in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest may be made (i) by <PAGE> check mailed to the address of the
Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the
Security Register.

     Securities shall be issuable in whole or in part in the form
of one or more Global Securities and, in such case, the
Depositary for such Global Securities shall be The Depository
Trust Company.

     The securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article XIII.

     SECTION 3.2.   Denominations.

     The Securities shall be in registered form without coupons
and shall be issuable in denominations of $10 and any integral
multiple thereof.

     SECTION 3.3.   Execution, Authentication, Delivery and
Dating.

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

     Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.  At any time
and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities.  If the form or
terms of the Securities have been established by or pursuant to
one or more Board Resolutions as permitted by Sections 2.1 and
3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying
upon, an opinion of Counsel stating,

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

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

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

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

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




<PAGE>




     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the
Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such security
has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 3.10, for all
purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

     SECTION 3.4.   Temporary Securities.

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

     If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary
Securities shall be exchangeable for definitive Securities upon
surrender of the temporary Securities at the office or agency of
the Company designated for that purpose without charge to the
Holder.  Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more
definitive securities, of any authorized denominations having the
same Original Issue Date and Stated Maturity and having the same
terms as such temporary Securities.  Until so exchanged, the
temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

     SECTION 3.5.   Global Securities.

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

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

     (c)  If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on
behalf of the Depositary or its nominee to the Securities
Registrar for exchange or cancellation as provided in this
Article II.  If any Global Security is to be exchanged for other
Securities or canceled in part, or if another Security is to be
exchanged in whole or in part for a beneficial interest in any
Global Security, then either (i) such Global Security shall be so
surrendered for exchange or cancellation as provided in this
Article III or (ii) the principal amount thereof shall be
reduced, subject to Section 3.6(b)(v), or increased by an amount
equal to the portion thereof to be so exchanged or canceled, or
equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case may be,
by means of an appropriate adjustment made on the records of the
Securities Registrar, whereupon the Trustee, in accordance with
the Applicable Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to
its records.  Upon any such surrender or <PAGE> adjustment of a Global
Security by the Depositary, accompanied by registration
instructions, the Trustee shall, subject to Section 3.6(b) and as
otherwise provided in this Article III, authenticate and deliver
any Securities issuable in exchange for such Global Security (or
any portion thereof) in accordance with the instructions of the
Depositary.  The Trustee shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such instructions.

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

     (e)  The Depositary or its nominee, as the registered owner
of a Global Security, shall be the Holder of such Global Security
for all purposes under this Indenture and the Securities, and
owners of beneficial interests in a Global Security shall hold
such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global
Security shall be shown only on, and the transfer of such
interest shall be effected only through, records maintained by
the Depositary or its nominee or agent.  Neither the Trustee nor
the Securities Registrar shall have any liability in respect of
any transfers effected by the Depositary.

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

     SECTION 3.6.   Registration, Transfer and Exchange
Generally; Certain Transfers and Exchanges; Securities Act
Legends.

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

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

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

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

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

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




<PAGE>




     Neither the Company nor the Trustee shall be required,
pursuant to the provisions of this Section, (i) to issue,
register the transfer of or exchange any Security during a period
beginning at the opening of business 15 days before the day of
selection for redemption of Securities pursuant to Article XI and
ending at the close of business on the day of mailing of the
notice of redemption, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in
part, except, in the case of any such Security to be redeemed in
part, any portion thereof not to be redeemed.

     (b)  Certain Transfers and Exchanges.  Notwithstanding any
other provision of this Indenture, transfers and exchanges of
Securities and beneficial interests in a Global Security shall be
made only in accordance with this Section 3.6(b).

     (i)  Non-Global Security to Non-Global Security.  A Security
     that is not a Global Security may be transferred, in whole
     or in part, to a Person who takes delivery in the form of
     another Security that is not a Global Security as provided
     in Section 3.6(a), provided that if the Security to be
     transferred in whole or in part is a Restricted Security,
     the Securities Registrar shall have received a Restricted
     Securities Certificate duly executed by the transferor
     Holder or such Holder's attorney duly authorized in writing.

     (ii) Exchanges Between Global Security and Non-Global
     Security.  A beneficial interest in a Global Security may be
     exchanged for a Security that is not a Global Security as
     provided in Section 3.5.

     (iii)     Certain Initial Transfers of Non-Global
     Securities.  In the case of Securities initially issued
     other than in global form, an initial transfer or exchange
     of such Securities that does not involve any change in
     beneficial ownership may be made to an Institutional
     Accredited Investor or Investors as if such transfer or
     exchange were not an initial transfer or exchange; provided
     that written certification shall be provided by the
     transferee and transferor of such Securities to the
     Securities Registrar that such transfer or exchange does not
     involve a change in beneficial ownership.

     SECTION 3.7.   Mutilated, Lost and Stolen Securities.

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

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

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

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

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




<PAGE>




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

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

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

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

     (1)  The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Securities in
     respect of which interest is in default (or their respective
     Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such
     Defaulted Interest, which shall be fixed in the following
     manner.  The Company shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each
     Security and the date of the proposed payment, and which
     shall be fixed at the same time the Company shall deposit
     with the Trustee an amount of money equal to the aggregate
     amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the
     Trustee for such deposit prior to the date of the proposed
     payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted
     Interest as in this clause provided.  Thereupon, the Trustee
     shall fix a Special Record Date for the payment of such
     Defaulted Interest, which shall be not more than 15 days and
     not less than 10 days prior to the date of the proposed
     payment and not less than 10 days after the receipt by the
     Trustee of the notice of the proposed payment.  The Trustee
     shall promptly notify the Company of such Special Record
     Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed,
     first class, postage prepaid, to each Holder of a Security
     at the address of such Holder as it appears in the
     Securities Register not less than 10 days prior to such
     Special Record Date.  The Trustee may, in its discretion, in
     the name and at the expense of the Company, cause a similar
     notice to be published at least once in a newspaper,
     customarily published in the English language on each
     Business Day and of general circulation in the Borough of
     Manhattan, The City of New York, but such publication shall
     not be a condition precedent to the establishment of such
     Special Record Date.  Notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor
     having been mailed as aforesaid, such Defaulted Interest
     shall be paid to the Persons in whose names the Securities
     (or their respective Predecessor Securities) are registered
     on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

     (2)  The Company may make payment of any Defaulted Interest
     in any other lawful manner not inconsistent with the
     requirements of any securities exchange on which the
     Securities in respect of which interest is in default may be
     listed and, upon such notice as may be required by such
     exchange (or by the Trustee if the Securities are not
     listed), if, after notice given by the Company to the
     Trustee of the proposed payment pursuant to this clause 2,
     such payment shall be deemed practicable by the Trustee.

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




<PAGE>




     If the Company elects to defer interest under Section 3.12,
     then this Section shall not apply during any Extension
     Period.

     SECTION 3.9.   Persons Deemed Owners.

     The Company, the Trustee and any agent of the Company or the
Trustee shall treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 3.8)
any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.

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

     SECTION 3.10.  Cancellation.

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

     SECTION 3.11.  Computation of Interest.

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

     SECTION 3.12.  Deferrals of Interest Payment Dates.

     So long as no Event of Default has occurred and is
continuing, the Company shall have the right, at any time during
the term of the Securities, from time to time to defer the
payment of interest on such Securities for such period or periods
(each an "Extension Period") not to exceed the number of
consecutive quarterly periods that equal five years with respect
to each Extension Period, during which Extension Periods the
Company shall have the right to make partial payments of interest
on any Interest Payment Date.  No Extension Period shall end on a
date other than an Interest Payment Date.  At the end of any such
Extension Period, the Company shall pay all interest then accrued
and unpaid on the Securities (together with Additional Interest
thereon, if any, at the rate specified for the Securities to the
extent permitted by applicable law); provided, however, that no
Extension Period shall extend beyond the Stated Maturity of the
principal of the Securities; and provided further, however, that,
during any such Extension Period, the Company shall not (i)
declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to,
any of the Company's capital stock, or (ii) make any payment of
principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank
pari passu in all respects with or junior in interest to the
Securities (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit <PAGE> of any one or more
employees, officers, directors or consultants, in connection with
a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or
securities convertible into or exercisable for such capital
stock) as consideration in an acquisition transaction entered
into prior to the applicable Extension Period, (b) as a result of
an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a Subsidiary of the
Company) for any class or series of the Company's capital stock
or of any class or series of the Company's indebtedness for any
class or series of the Company's capital stock, (c) the purchase
of fractional interests in shares of the Company's capital stock
pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or
the issuance of rights, stock or other property under any Rights
Plan, or the redemption or repurchase of rights pursuant thereto,
or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari
passu with or junior to such stock).  Prior to the termination of
any such Extension Period, the Company may further defer the
payment of interest, provided that no Event of Default has
occurred and is continuing and provided further, that no
Extension Period shall exceed the period or periods specified in
such Securities, extend beyond the Stated Maturity of the
principal of such Securities or end on a date other than an
Interest Payment Date.  Upon the termination of any such
Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due on any Interest
Payment Date, the Company may elect to begin a new Extension
Period, subject to the above conditions.  No interest or
Additional Interest shall be due and payable during an Extension
Period, except at the end thereof, but each installment of
interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest.  The
Company shall give the Holders of the Securities and the Trustee
notice of its election to begin any such Extension Period at
least one Business Day prior to the next succeeding Interest
Payment Date on which interest on Securities would be payable but
for such deferral or, with respect to any Securities issued to
the Issuer Trust, so long as any such Securities are held by the
Issuer Trust, at least one Business Day prior to the earlier of
(i) the next succeeding date on which Distributions on the
Preferred Securities of the Issuer Trust would be payable but for
such deferral, and (ii) the date on which the Property Trustee of
the Issuer Trust is required to give notice to holders of such
Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one
Business Day prior to such record date.

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

     SECTION 3.13.  Right of Set-Off.

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

     SECTION 3.14.  Agreed Tax Treatment.

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

     SECTION 3.15.  CUSIP Numbers.

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





<PAGE>




                            ARTICLE IV
                    SATISFACTION AND DISCHARGE

     SECTION 4.1.   Satisfaction and Discharge of Indenture.

     This Indenture shall, upon Company Request, cease to be of
further effect (except as to any surviving rights of registration
of transfer or exchange of Securities herein expressly provided
for and as otherwise provided in this Section 4.1) and the
Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (1)  either

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

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

               (i)  have become due and payable, or

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

               (iii)     are to be called for redemption within
          one year under arrangements satisfactory to the Trustee
          for the giving of notice of redemption by the Trustee
          in the name, and at the expense, of the Company, and
          the Company in the case of subclause (B)(i), (ii) or
          (iii) above, has deposited or caused to be deposited
          with the Trustee as trust funds in trust for such
          purpose an amount in the currency or currencies in
          which the Securities are payable sufficient to pay and
          discharge the entire indebtedness on such Securities
          not theretofore delivered to the Trustee for
          cancellation, for the principal (and premium, if any)
          and interest (including any Additional Interest) to the
          date of such deposit (in the case of Securities that
          have become due and payable) or to the Stated Maturity
          or Redemption Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this
     Indenture, the obligations of the Company to the Trustee
     under Section 6.7, the obligations of the Company to any
     Authenticating Agent under Section 6.14 and, if money shall
     have been deposited with the Trustee pursuant to subclause
     (B) of clause (1) of this Section, the obligations of the
     Trustee under Section 4.2 and the last paragraph of Section
     10.3 shall survive.

     SECTION 4.2.   Application of Trust Money.

     Subject to the provisions of the last paragraph of Section
10.3, all money deposited with the Trustee pursuant to Section
4.1 shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own <PAGE> Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest and Additional
Interest for the payment of which such money or obligations have
been deposited with or received by the Trustee.


                            ARTICLE V
                             REMEDIES

     SECTION 5.1.   Events of Default.

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

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

          (2)  default in the payment of the principal of (or
     premium, if any, on) any Security at its Stated Maturity; or

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

          (4)  the occurrence of the appointment of a receiver or
     other similar official in any liquidation, insolvency or
     similar proceeding with respect to the Company or all or
     substantially all of its property; or a court or other
     governmental agency shall enter a decree or order appointing
     a receiver or similar official and such decree or order
     shall remain unstayed and undischarged for a period of 60
     days; or

          (5)  any other Event of Default provided with respect
     to the Securities.

     SECTION 5.2.   Acceleration of Maturity, Rescission and
Annulment.

     If an Event of Default (other than an Event of Default
specified in Section 5.1(4)) with respect to Securities at the
time Outstanding occurs and is continuing, then, and in every
such case, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities may
declare the principal amount (or, if the Securities are Discount
Securities, such portion of the principal amount as may be
specified in the terms) of all the Securities to be due and
payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), provided that, if, upon an
Event of Default, the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities fail to declare
the principal of all the Outstanding Securities to be immediately
due and payable, the holders of at least 25% in aggregate
Liquidation Amount (as defined in the Trust Agreement) of the
Preferred Securities issued by the Issuer Trust then outstanding
shall have the right to make such declaration by a notice in
writing to the Company and the Trustee; and upon any such
declaration such principal amount (or specified portion thereof)
of and the accrued interest (including any Additional Interest)
on all the Securities shall become immediately due and payable.
If an Event of Default specified in Section 5.1(4) with respect
to Securities at the time Outstanding occurs, the principal
amount of all the Securities (or, if the Securities are Discount
Securities, such portion of the principal amount of such
Securities as may be specified by the terms) shall automatically,
and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.
Payment of principal and interest (including any Additional



<PAGE>




Interest) on such Securities shall remain subordinated to the
extent provided in Article XIII notwithstanding that such amount
shall become immediately due and payable as herein provided.

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

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

          (A)  all overdue installments of interest on all
Securities;

          (B)  any accrued Additional Interest on all Securities;

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

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

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

     If the Holders of Securities fail to annul such declaration
and waive such default, the holders of a majority in aggregate
Liquidation Amount (as defined in the Trust Agreement) of
Preferred Securities issued by the Issuer Trust then outstanding
shall also have the right to rescind and annul such declaration
and its consequences by written notice to the Company and the
Trustee, subject to the satisfaction of the conditions set forth
in clauses (1) and (2) above of this section 5.2.

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

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

     The Company covenants that if.

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

     (2)  default is made in the payment of the principal of (and
     premium, if any, on) any Security at the Stated Maturity
     thereof, the Company will, upon demand of the Trustee, pay
     to the Trustee, for the benefit of the Holders of the
     Securities, the whole amount then due and payable on the
     Securities for principal (and premium, if any) and interest
     (including any Additional Interest), and, in addition
     thereto, all amounts owing the Trustee under Section 6.7.

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




<PAGE>




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

     SECTION 5.4.   Trustee May File Proofs of Claim.

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

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

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

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

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

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

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

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

     SECTION 5.6.   Application of Money Collected.

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

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

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

     THIRD:  The balance, if any, to the Person or Persons
entitled thereto.

     SECTION 5.7.   Limitation on Suits.

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

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

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

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

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

          (5)  no direction inconsistent with such written
     request has been given to the Trustee during such 60-day
     period by the Holders of a majority in aggregate principal
     amount of the Outstanding Securities; it being understood
     and intended that no one or more of such Holders shall have
     any right in any manner whatever by virtue of, or by
     availing itself of, any provision of this Indenture to
     affect, disturb or prejudice the rights of any other Holders
     of Securities, or to obtain or to seek to obtain priority or
     preference over any other of such Holders or to enforce any
     right under this Indenture, except in the manner herein
     provided and for the equal and ratable benefit of all such
     Holders.

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

     Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Sections 3.8 and 3.12) interest
(including any Additional Interest) on such Security on the
Stated Maturity (or in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent
of such Holder.  Any registered holder of the Preferred
Securities issued by the Issuer Trust shall have the right, upon
the occurrence of an Event of Default described in Section 5.1
(1) or 5.1(2), to institute a suit directly against the Company
for enforcement of payment to such holder of principal of
(premium, if any) and (subject to Sections 3.8 and 3.12) interest
(including any Additional Interest) on the Securities having a
principal amount equal to the aggregate Liquidation Amount (as
defined in the Trust Agreement) of such Preferred Securities held
by such holder.




<PAGE>




     SECTION 5.9.   Restoration of Rights and Remedies.

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

     SECTION 5.10.  Rights and Remedies Cumulative.

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

     SECTION 5.11.  Delay or Omission Not Waiver.

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

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

     SECTION 5.12.  Control by Holders.

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

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

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

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

     SECTION 5.13.  Waiver of Past Defaults.

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




<PAGE>




          (1)  in the payment of the principal of (or premium, if
     any) or interest (including any Additional Interest) on any
     Security (unless such default has been cured and the Company
     has paid to or deposited with the Trustee a sum sufficient
     to pay all matured installments of interest (including
     Additional Interest) and all principal of (and premium, if
     any, on) all Securities due otherwise than by acceleration),
     or

          (2)  in respect of a covenant or provision hereof that
     under Article IX cannot be modified or amended without the
     consent of each Holder of any Outstanding Security affected.

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

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

     SECTION 5.14.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have
agreed, that any court may, in its discretion, require, in any
suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may, in its discretion, assess
reasonable costs, including reasonable attorneys' fees, against
any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party
litigant, but the provisions of this Section shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than
10% in aggregate principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of
the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security on or after
the Stated Maturity.

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

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


                            ARTICLE VI
                           THE TRUSTEE

     SECTION 6.1.   Certain Duties and Responsibilities.

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

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

          (2)  in the absence of bad faith on its part, the
     Trustee may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed
     therein, upon certificates or opinions furnished to the
     Trustee and conforming to the requirements of this
     Indenture, but in the case of any such certificates or



<PAGE>




     opinions that by any provisions hereof are specifically
     required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or
     not they conform to the requirements of this Indenture.

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

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

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

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

          (3)  the Trustee shall not be liable with respect to
     any action taken or omitted to be taken by it in good faith
     in accordance with the direction of Holders pursuant to
     Section 5.12 relating to the time, method and place of
     conducting any proceeding for any remedy available to the
     Trustee, or exercising any trust or power conferred upon the
     Trustee, under this Indenture with respect to the
     Securities.

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

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

     SECTION 6.2.   Notice of Defaults.

     Within 90 days after actual knowledge by a Responsible
Officer of the Trustee of the occurrence of any default hereunder
with respect to the Securities, the Trustee shall transmit by
mail to all Holders of Securities, as their names and addresses
appear in the Securities Register, notice of such default, unless
such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest (including any
Additional Interest) on any Security, the Trustee shall be
protected in withholding such notice if and so long as the board
of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the
interests of the Holders of Securities; and provided further,
that, in the case of any default of the character specified in
Section 5.1(3), no such notice to Holders of Securities shall be
given until at least 30 days after the occurrence thereof.  For
the purpose of this Section, the term "default" means any event
that is, or after notice or lapse of time or both would become,
an Event of Default with respect to the Securities.

     SECTION 6.3.   Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:

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




<PAGE>




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

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

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

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

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

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

     SECTION 6.4.   Not Responsible for Recitals or Issuance of
Securities.

     The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as
the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their
correctness.  The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of the
Securities or the proceeds thereof.

     SECTION 6.5.   May Hold Securities.

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

     SECTION 6.6.   Money Held in Trust.

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

     SECTION 6.7.   Compensation and Reimbursement.

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




<PAGE>




     (b)  The Company agrees to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any
such expense disbursement or advance as may be attributable to
its negligence or bad faith.

     (c)  Since the Issuer Trust is being formed solely to
facilitate an investment in the Preferred Securities, the
Company, as Holder of the Common Securities, hereby covenants to
pay all debts and obligations (other than with respect to the
Preferred Securities and the Common Securities) and all
reasonable costs and expenses of the Issuer Trust (including
without limitation all costs and expenses relating to the
organization of the Issuer Trust, the fees and expenses of the
trustees and all reasonable costs and expenses relating to the
operation of the Issuer Trust) and to pay any and all taxes,
duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed on the Issuer Trust by the
United States, or any taxing authority, so that the net amounts
received and retained by the Issuer Trust and the Property
Trustee after paying such expenses will be equal to the amounts
the Issuer Trust and the Property Trustee would have received had
no such costs or expenses been incurred by or imposed on the
Issuer Trust.  The foregoing obligations of the Company are for
the benefit of, and shall be enforceable by, any person to whom
any such debts, obligations, costs, expenses and taxes are owed
(each, a "Creditor") whether or not such Creditor has received
notice thereof.  Any such Creditor may enforce such obligations
directly against the Company, and the Company irrevocably waives
any right or remedy to require that any such Creditor take any
action against the Issuer Trust or any other person before
proceeding against the Company.  The Company shall execute such
additional agreements as may be necessary or desirable to give
full effect to the foregoing.

     (d)  The Company shall indemnify the Trustee, its directors,
officers, employees and agents for, and hold them harmless
against, any loss, liability or expense (including the reasonable
compensation and the expenses and disbursements of its agents and
counsel) incurred without negligence or bad faith, arising out of
or in connection with the acceptance or administration of this
trust or the performance of its duties hereunder, including the
reasonable costs and expenses of defending against any claim or
liability in connection with the exercise or performance of any
of its powers or duties hereunder.  This indemnification shall
survive the termination of this Indenture or the resignation or
removal of the Trustee.

     When the Trustee incurs expenses or renders services after
an Event of Default specified in Section 5.1(4) occurs, the
expenses and the compensation for the services are intended to
constitute expenses of administration under the Bankruptcy Reform
Act of 1978 or any successor statute.

     SECTION 6.8.   Disqualification; Conflicting Interests.

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

     SECTION 6.9.   Corporate Trustee Required; Eligibility.

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

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

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

     SECTION 6.10.  Resignation and Removal; Appointment of
Successor.

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

     (b)  The Trustee may resign at any time with respect to the
Securities by giving written notice thereof to the Company.  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 with respect to
the Securities by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

     (d)  If at any time:

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

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

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

then, in any such case, (i) the Company, acting pursuant to the
authority of a Board Resolution, may remove the Trustee with
respect to the Securities issued hereunder, or (ii) subject to
Section 5.14, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of such Holder
and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with
respect to the Securities issued hereunder and the appointment of
a successor Trustee or Trustees.

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

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

     SECTION 6.11.  Acceptance of Appointment by Successor.

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

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

     (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 entity into which the Trustee may be merged or converted
or with which it may be consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Trustee
shall be a party, or any entity succeeding to all or
substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such
entity shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.  In case
any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so
authenticated, and in case any Securities shall not have been
authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the
certificate of authentication shall have the full force which it
is provided anywhere in the Securities or in this Indenture that
the certificate of the Trustee shall have.

     SECTION 6.13.  Preferential Collection of Claims Against
Company.

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

     SECTION 6.14.  Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents
with respect to the Securities, which shall be authorized to act
on behalf of the Trustee to authenticate Securities issued upon
original issue and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder.  Wherever reference
is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating Agent shall be
acceptable to the Company and shall at all times be an entity
organized and doing business under the laws of the United States
of America, or of any state or territory thereof or of the
District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or



<PAGE>




examination by federal or state authority.  If such
Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

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

     An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company.  The
Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating
Agent and to the Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent, which shall be
acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders
of Securities.  Any successor Authenticating Agent upon
acceptance hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

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

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

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


Dated:                             BANKERS TRUST COMPANY,
                                   as Trustee



                              By:
                                   As Authenticating Agent
                                   Name:
                                   Title:



                              By:
                                   As Authenticating Agent
                                   Name:
                                   Title:





<PAGE>




                           ARTICLE VII
              HOLDER'S LISTS AND REPORTS BY TRUSTEE,
                     PAYING AGENT AND COMPANY

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

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

     (a)  quarterly, not more than 15 days after March 15, June
15, September 15, and December 15 in each year, a list, in such
form as the Trustee may reasonably require, of the names and
addresses of the Holders as of such dates, excluding from any
such list names and addresses received by the Trustee in its
capacity as Securities Registrar, and

     (b)  at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished,
excluding from any such list names and addresses received by the
Trustee in its capacity as Securities Registrar.

     SECTION 7.2.   Preservation of Information, Communications
to Holders.

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

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

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

     SECTION 7.3.   Reports by Trustee and Paying Agent.

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

     (b)  Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted within
60 days of December 1 in each calendar year, commencing with the
first January 31 after the issuance of Securities under this
Indenture.

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

     (d)  The Paying Agent shall comply with all withholding,
backup withholding, tax and information reporting requirements
under the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations issued thereunder with respect to payments
on, or with respect to, the Securities.




<PAGE>




     SECTION 7.4.   Reports by Company.

     The Company shall file or cause to be filed with the Trustee
and with the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided in the Trust Indenture
Act.  In the case of information, documents or reports required
to be filed with the Commission pursuant to Section 13(a) or
Section 15(d) of the Exchange Act, the Company shall file or
cause the filing of such information documents or reports with
the Trustee within 15 days after the same is required to be filed
with the Commission.


                           ARTICLE VIII
       CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

          (1)  If the Company shall consolidate with or merge
     into another Person or convey, transfer or lease its
     properties and assets substantially as an entirety to any
     Person, the entity formed by such consolidation or into
     which the Company is merged or the Person that acquires by
     conveyance or transfer, or that leases, the properties and
     assets of the Company substantially as an entirety shall be
     an entity organized and existing under the laws of the
     United States of America or any state thereof or the
     District of Columbia and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the
     Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of (and premium, if any),
     and interest (including any Additional Interest) on all the
     Securities of every series and the performance of every
     covenant of this Indenture on the part of the Company to be
     performed or observed;

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

          (3)  the Company has delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger, conveyance,
     transfer or lease and any such supplemental indenture comply
     with this Article and that all conditions precedent herein
     provided for relating to such transaction have been complied
     with and, in the case of a transaction subject to this
     Section 8.1 but not requiring a supplemental indenture under
     paragraph (1) of this Section 8.1, an Officer's Certificate
     or Opinion of Counsel to the effect that the surviving,
     resulting or successor entity is legally bound by the
     Indenture and the Securities; and the Trustee, subject to
     Section 6.1, may rely upon such Officers' Certificates and
     Opinions of Counsel as conclusive evidence that such
     transaction complies with this Section 8.1.

     SECTION 8.2.   Successor Company Substituted.

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




<PAGE>




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

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


                            ARTICLE IX
                     SUPPLEMENTAL INDENTURES

     SECTION 9.1.   Supplemental Indentures Without Consent of
Holders.

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

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

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

          (3)  to facilitate the issuance of Securities in
     certificated or other definitive form; or

          (4)  to add to the covenants of the Company for the
     benefit of the Holders of the Securities or to surrender any
     right or power herein conferred upon the Company; or

          (5)  to add any additional Events of Default for the
     benefit of the Holders of the Securities; or

          (6)  to change or eliminate any of the provisions of
     this Indenture, provided that any such change or elimination
     shall not apply to any Outstanding Securities; or

          (7)  to cure any ambiguity, to correct or supplement
     any provision herein that may be defective or inconsistent
     with any other provision herein, or to make any other
     provisions with respect to matters or questions arising
     under this Indenture, provided that such action pursuant to
     this clause (7) shall not adversely affect the interest of
     the Holders of Securities in any material respect or, in the
     case of the Securities issued to the Issuer Trust and for so
     long as any of the Preferred Securities issued by the Issuer
     Trust shall remain outstanding, the holders of such
     Preferred Securities; or

          (8)  to evidence and provide for the acceptance of
     appointment hereunder by a successor Trustee with respect to
     the Securities and to add to or change any of the provisions
     of this Indenture as shall be necessary to provide for or
     facilitate the administration of the trusts hereunder by
     more than one Trustee, pursuant to the requirements of
     Section 6.11(b); or

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




<PAGE>




     SECTION 9.2.   Supplemental Indentures with Consent of
Holders.

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

          (1)  change the Stated Maturity of the principal of, or
     any installment of interest (including any Additional
     Interest) on, any Security, or reduce the principal amount
     thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of
     principal of a Discount Security that would be due and
     payable upon a declaration of acceleration of the Stated
     Maturity thereof pursuant to Section 5.2, or change the
     place of payment where, or the coin or currency in which,
     any Security or interest thereon is payable, or impair the
     right to institute suit for the enforcement of any such
     payment on or after the Stated Maturity thereof (or, in the
     case of redemption, on or after the Redemption Date), or

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

          (3)  modify any of the provisions of this Section,
     Section 5.13 or Section 10.5, except to increase any such
     percentage or to provide that certain other provisions of
     this Indenture cannot be modified or waived without the
     consent of the Holder of each Security affected thereby;

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

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

     SECTION 9.3.   Execution of Supplemental Indentures.

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




<PAGE>




     SECTION 9.4.   Effect of Supplemental Indentures.

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

     SECTION 9.5.   Conformity with Trust Indenture Act.

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

     SECTION 9.6.   Reference in Securities to Supplemental
Indentures.

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


                            ARTICLE X
                            COVENANTS

     SECTION 10.1.  Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of the
Securities that it will duly and punctually pay the principal of
(and premium, if any) and interest (including any Additional
Interest) on the Securities in accordance with the terms of such
Securities and this Indenture.

     SECTION 10.2.  Maintenance of Office or Agency.

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

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

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

     If the Company shall at any time act as its own Paying Agent
with respect to the Securities, it will, on or before each due
date of the principal of (and premium, if any) or interest
(including Additional Interest) on any of the Securities,
segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and



<PAGE>




premium, if any) or interest (including Additional Interest) so
becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly
notify the Trustee of its failure so to act.

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

     The Company 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:

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

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

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

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

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

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

     SECTION 10.4.  Statement as to Compliance.

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

     SECTION 10.5.  Waiver of Certain Covenants.

     Subject to the rights of holders of Preferred Securities
specified in Section 9.2, if any, the Company may omit in any
particular instance to comply with any covenant or condition
provided pursuant to Section 3.1, 9.1(3) or 9.1(4) with respect
to the Securities, if before or after the time for such
compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities shall, by Act of
such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the
Company in respect of any such covenant or condition shall remain
in full force and effect.

     SECTION 10.6.  Additional Sums.

     So long as no Event of Default has occurred and is
continuing and except as otherwise specified as contemplated by
Section 2.1 or Section 3.1, if (i) the Issuer Trust is the Holder
of all of the Outstanding Securities, and (ii) a Tax Event
described in clause (i) or (iii) of the definition of "Tax Event"
in Section 1.1 hereof has occurred and is continuing in respect
of the Issuer Trust, the Company shall pay the Issuer Trust (and
its permitted successors or assigns under the Trust Agreement)
For so long as the Issuer Trust (or its permitted successor or
assignee) is the registered holder of the Outstanding Securities,
such additional sums as may be necessary in order that the amount
of Distributions (including any Additional Amounts (as defined in
the Trust Agreement)) then due and payable by the Issuer Trust on
the Preferred Securities and Common Securities that at any time
remain outstanding in accordance with the terms thereof shall not
be reduced as a result of such Additional Taxes (the "Additional
Sums").  Whenever in this Indenture or the Securities there is a
reference in any context to the payment of principal of or
interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Sums provided
for in this paragraph to the extent that, in such context,
Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention
of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional
Sums in those provisions hereof where such express mention is not
made; provided, however, that the deferral of the payment of
interest pursuant to Section 3.12 or the Securities shall not
defer the payment of any Additional Sums that may be due and
payable.

     SECTION 10.7.  Additional Covenants.

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

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

     SECTION 10.8.  Original Issue Discount.

     On or before December 15 of each year during which any
Securities are outstanding, the Company shall furnish to each
Paying Agent such information as may be reasonably requested by
each Paying Agent in order that each Paying Agent may prepare the
information which it is required to report for such year on
Internal Revenue Service Forms 1096 and 1099 pursuant to Section
6049 of the Internal Revenue Code of 1986, as amended.  Such
information shall include the amount of original issue discount
includible in income for each authorized minimum denomination of
principal amount at Stated Maturity of outstanding Securities
during such year.


                            ARTICLE IX
                     REDEMPTION OF SECURITIES

     SECTION 11.1.  Applicability of This Article.

     Redemption of Securities as permitted or required by any
form of Security issued pursuant to this Indenture shall be made
in accordance with such form of Security and this Article;
provided, however, that, if any provision of any such form of
Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern.

     SECTION 11.2.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall
be evidenced by or pursuant to a Board Resolution.  In case of
any redemption at the election of the Company, the Company shall,
not less than 30 nor more than 60 days prior to the Redemption
Date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee and, in the case of Securities held
by the Issuer Trust, the Property Trustee under the Trust
Agreement, of such date and of the principal amount of Securities
to be redeemed and provide the additional information required to
be included in the notice or notices contemplated by Section
11.4; provided that, for so long as such Securities are held by
the Issuer Trust, such notice shall be given not less than 45 nor
more than 75 days prior to such Redemption Date (unless a shorter
notice shall be satisfactory to the Property Trustee under the
Trust Agreement).  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption
provided in the terms of such Securities, the Company shall
furnish the Trustee with an Officers' Certificate and an Opinion
of Counsel evidencing compliance with such restriction.




<PAGE>




     SECTION 11.3.  Selection of Securities to be Redeemed.

     If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion
of the principal amount of any Security, provided that the
unredeemed portion of the principal amount of any Security shall
be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

     The Trustee shall promptly notify the Company in writing of
the Securities selected for partial redemption and the principal
amount thereof to be redeemed.  For all purposes of this
Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the
case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security that has
been or is to be redeemed.

     SECTION 11.4.  Notice of Redemption.

     Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not later than the thirtieth day, and not
earlier than the sixtieth day, prior to the Redemption Date, to
each Holder of Securities to be redeemed, at the address of such
Holder as it appears in the Securities Register.

     With respect to Securities to be redeemed, each notice of
redemption shall state:

     (a)  the Redemption Date;

     (b)  the Redemption Price or, if the Redemption Price cannot
be calculated prior to the time the notice is required to be
sent, the estimate of the Redemption Price provided pursuant to
the Indenture together with a statement that it is an estimate
and that the actual Redemption Price will be calculated on the
third Business Day prior to the Redemption Date (if such an
estimate of the Redemption Price is given, a subsequent notice
shall be given as set forth above setting forth the Redemption
Price promptly following the calculation thereof);

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

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

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

     (f)  such other provisions as may be required in respect of
the terms of the Securities; and

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

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

     SECTION 11.5.  Deposit of Redemption Price.

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


     SECTION 11.6.  Payment of Securities Called for Redemption.

     If any notice of redemption has been given as provided in
Section 11.4, the Securities or portion of Securities with
respect to which such notice has been given shall become due and
payable on the date and at the place or places stated in such
notice at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption
Date.  On presentation and surrender of such Securities at a
Place of Payment in said notice specified, the said Securities or
the specified portions thereof shall be paid and redeemed by the
Company at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption
Date; provided, however, that, installments of interest
(including Additional Interest) whose Stated Maturity is on or
prior to the Redemption Date will be payable to the Holders of
such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant
record dates according to their terms and the provisions of
Section 3.8.

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

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

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

     The Company, at its option, may redeem such Securities (i)
on or after June 30, 2002, in whole at any time or in part from
time to time, or (ii) upon the occurrence and during the
continuation of a Tax Event, an Investment Company Event or a
Capital Treatment Event, at any time within 90 days following the
occurrence and during the continuation of such Tax Event,
Investment Company Event or Capital Treatment Event, in whole
(but not in part), in each case at a Redemption Price specified
in such Security, together with accrued interest (including
Additional Interest) to the Redemption Date.

     If less than all the Securities are to be redeemed, the
aggregate principal amount of such Securities remaining
Outstanding after giving effect to such redemption shall be
sufficient to satisfy any provisions of the Trust Agreement.


                           ARTICLE XII
                          SINKING FUNDS

     Except as may be provided in any supplemental or amended
indenture, no sinking fund shall be established or maintained for
the retirement of Securities.


                           ARTICLE XIII
                   SUBORDINATION OF SECURITIES

     SECTION 13.1.  Securities Subordinate to Senior
Indebtedness.

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

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

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

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

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




<PAGE>




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

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

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

     SECTION 13.3.  Payment Permitted If No Default.

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

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

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

     SECTION 13.5.  Provisions Solely to Define Relative Rights.

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

     SECTION 13.6.  Trustee to Effectuate Subordination.

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

     SECTION 13.7.  No Waiver of Subordination Provisions.

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

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

     SECTION 13.8.  Notice to Trustee.

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

     Subject to the provisions of Section 6.1, the Trustee shall
be entitled to rely on the delivery to it of a written notice by
a Person representing himself or herself to be a holder of Senior
Indebtedness (or a trustee or attorney-in-fact therefor) to
establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee or attorney-in-fact therefor).  In the
event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if
such evidence is not <PAGE> furnished, the Trustee may defer any payment
to such Person pending judicial determination as to the right of
such Person to receive such payment.

     SECTION 13.9.  Reliance on Judicial Order or Certificate of
Liquidating Agent.

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

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

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

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

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

     SECTION 13.12.  Article Applicable to Paying Agents.

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

     SECTION 13.13.  Certain Conversions or Exchanges Deemed
Payment.

     For purposes of this Article only, (a) the issuance and
delivery of junior securities upon conversion or exchange of
Securities shall not be deemed to constitute a payment or
distribution on account of the principal of (or, premium if any,
on) or interest (including any Additional Interest) on such
Securities or on account of the purchase or other acquisition of
such Securities, and (b) the payment, issuance or delivery of
cash, property or securities (other than junior securities) upon
conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such security.
For the purposes of this Section, the term "junior securities"
means (i) shares of any stock of any class of the Company, and
(ii) securities of the Company that are subordinated in right of
payment to all Senior Indebtedness that may be outstanding at the
time of issuance or delivery of such securities to substantially
the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article.

     *                    *                *                 *

     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.






<PAGE>




          [This page intentionally has been left blank;
              signatures appear on following page.]




<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.

Attest:                            BROAD NATIONAL BANCORPORATION




                                   By:________________________
                                        Name:
                                        Title:

Attest:                            BANKERS TRUST COMPANY,
                                   as Trustee




                                   By:_________________________
                                        Name:
                                        Title: