EXHIBIT 4(c)








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                          INTRUST FINANCIAL CORPORATION

                                       AND

                      STATE STREET BANK AND TRUST COMPANY,
                                   AS TRUSTEE

                                    INDENTURE

                     8.24% SUBORDINATED DEBENTURES DUE 2028

                          DATED AS OF JANUARY 21, 1998.



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<PAGE>


                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I.  DEFINITIONS........................................................2
           Section 1.1. Definitions of Terms...................................2

ARTICLE II.  ISSUE, DESCRIPTION, TERMS, CONDITIONS REGISTRATION
      AND EXCHANGE OF THE DEBENTURES..........................................10
      Section 2.1 Designation and Principal Amount............................10
      Section 2.2. Maturity...................................................10
      Section 2.3. Form and Payment...........................................11
      Section 2.4. [Intentionally Omitted]....................................11
      Section 2.5. Interest...................................................11
      Section 2.6. Execution and Authentication...............................12
      Section 2.7. Registration of Transfer and Exchange......................13
      Section 2.8. Temporary Debentures.......................................14
      Section 2.9. Mutilated, Destroyed, Lost or Stolen Debentures............14
      Section 2.10. Cancellation..............................................15
      Section 2.11. Benefit of Indenture......................................15
      Section 2.12. Authentication Agent......................................15

ARTICLE III. REDEMPTION OF DEBENTURES.........................................16
      Section 3.1. Redemption.................................................16
      Section 3.2. Special Event Redemption...................................16
      Section 3.3. Optional Redemption by the Company.........................17
      Section 3.4. Notice of Redemption.......................................17
      Section 3.5. Payment upon Redemption....................................18
      Section 3.6. No Sinking Fund............................................19

ARTICLE IV. EXTENSION OF INTEREST PAYMENT PERIOD..............................19
      Section 4.1. Extension of Interest Payment Period.......................19
      Section 4.2. Notice of Extension........................................19
      Section 4.3. Limitation on Transactions.................................20

ARTICLE V. PARTICULAR COVENANTS OF THE COMPANY................................20
      Section 5.1. Payment of Principal and Interest..........................20
      Section 5.2. Maintenance of Agency......................................21
      Section 5.3. Paying Agents..............................................21
      Section 5.4. Appointment to Fill Vacancy in Office of the Trustee.......22
      Section 5.5. Compliance with Consolidation Provisions...................22
      Section 5.6. Limitation on Transactions.................................22
      Section 5.7. Covenants as to the Trust..................................23
      Section 5.8. Covenants as to Purchases..................................23

ARTICLE VI.. THE DEBENTUREHOLDERS'LISTS AND REPORTS.. BY THE
      COMPANY AND THE TRUSTEE.................................................23
      Section 6.1. The Company to Furnish the Trustee Names and Addresses
                   of the Debentureholders....................................23
      Section 6.2. Preservation of Information Communications with the
                   Debentureholders...........................................23
      Section 6.3. Reports by the Company.....................................23
      Section 6.4. Reports by the Trustee.....................................24

ARTICLE VII. REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON
      EVENT OF DEFAULT........................................................24
      Section 7.1. Events of Default..........................................24
      Section 7.2. Collection of Indebtedness and Suits for Enforcement
                   by the Trustee.............................................26
      Section 7.3. Application of Moneys Collected............................27
      Section 7.4. Limitation on Suits........................................28
      Section 7.5. Rights and Remedies Cumulative; Delay or Omission
                   not Waiver.................................................28
      Section 7.6. Control by the Debentureholders............................29
      Section 7.7. Undertaking to Pay Costs...................................29

ARTICLE VIII..................................................................30
      Section 8.1. Form of Debenture..........................................30
      Section 8.2. Original Issue of the Debentures...........................30

ARTICLE IX. CONCERNING THE TRUSTEE............................................30
      Section 9.1. Certain Duties and Responsibilities of the Trustee.........30
      Section 9.2. Notice of Defaults.........................................31
      Section 9.3. Certain Rights of the Trustee..............................32
      Section 9.4. The Trustee not Responsible for Recitals, Etc..............33
      Section 9.5. May Hold the Debentures....................................33
      Section 9.6. Moneys Held in Trust.......................................33
      Section 9.7. Compensation and Reimbursement.............................33
      Section 9.8. Reliance on Officers'Certificate...........................34
      Section 9.9. Disqualification; Conflicting Interests....................34
      Section 9.10. Corporate Trustee Required; Eligibility...................34
      Section 9.11. Resignation and Removal; Appointment of Successor.........34
      Section 9.12. Acceptance of Appointment by Successor....................36
      Section 9.13. Merger, Conversion, Consolidation or Succession
                    to Business...............................................36
      Section 9.14. Preferential Collection of Claims against the Company.....37

ARTICLE X. CONCERNING THE DEBENTUREHOLDERS....................................37
      Section 10.1. Evidence of Action by the Holders.........................37
      Section 10.2. Proof of Execution by the Debentureholders................37
      Section 10.3. Who May be Deemed Owners..................................38
      Section 10.4. Certain Debentures Owned by Company Disregarded...........38
      Section 10.5. Actions Binding on the Future Debentureholders............38

ARTICLE XI. SUPPLEMENTAL INDENTURES...........................................39
      Section 11.1. Supplemental Indentures without the Consent
                    of the Debentureholders...................................39
      Section 11.2. Supplemental Indentures with Consent of
                    the Debentureholders......................................39
      Section 11.3. Effect of Supplemental Indentures.........................40
      Section 11.4. The Debentures Affected by Supplemental Indentures........40
      Section 11.5. Execution of Supplemental Indentures......................40

ARTICLE XII. SUCCESSOR CORPORATION............................................41
      Section 12.1. The Company may Consolidate, Etc..........................41
      Section 12.2. Successor Corporation Substituted.........................41
      Section 12.3. Evidence of Consolidation, Etc. to Trustee................42

ARTICLE XIII. SATISFACTION AND DISCHARGE......................................42
      Section 13.1. Satisfaction and Discharge of Indenture...................42
      Section 13.2. Discharge of Obligations..................................42
      Section 13.3. Deposited Moneys to be Held in Trust......................43
      Section 13.4. Payment of Monies Held by Paying Agents...................43
      Section 13.5. Repayment to the Company..................................43

ARTICLE XIV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
      OFFICERS AND DIRECTORS..................................................43
      Section 14.1. No Recourse...............................................43

ARTICLE XV. MISCELLANEOUS PROVISIONS..........................................44
      Section 15.1. Effect on Successors and Assigns..........................44
      Section 15.2. Actions by Successor......................................44
      Section 15.3. Surrender of the Company Powers...........................44
      Section 15.4. Notices...................................................44
      Section 15.5. Governing Law.............................................44
      Section 15.6. Treatment of the Debentures as Debt.......................45
      Section 15.7. Compliance Certificates and Opinions......................45
      Section 15.8. Payments on Business Days.................................45
      Section 15.9. Conflict with Trust Indenture Act.........................45
      Section 15.10. Counterparts.............................................45
      Section 15.11. Separability.............................................45
      Section 15.12. Assignment...............................................46
      Section 15.13. Acknowledgment of Rights; Right of Setoff................46

ARTICLE XVI. SUBORDINATION OF THE DEBENTURES..................................46
      Section 16.1. Agreement to Subordinate..................................46
      Section 16.2. Default on Senior Debt, Subordinated Debt or
                    Additional Senior Obligations.............................47
      Section 16.3. Liquidation; Dissolution; Bankruptcy......................47
      Section 16.4. Subrogation...............................................48
      Section 16.5. The Trustee to Effectuate Subordination...................49
      Section 16.6. Notice by the Company.....................................49
      Section 16.7. Rights of the Trustee; Holders of the Senior Indebtedness.50
      Section 16.8. Subordination may not be Impaired.........................51

<PAGE>

                              CROSS-REFERENCE TABLE

Section of
Trust Indenture Act                                                Section of
of 1939, as amended                                                Indenture

310(a).....................................................................9.10
310(b)................................................................9.9, 9.11
310(c)...........................................................Not Applicable
311(a).....................................................................9.14
311(b).....................................................................9.14
311(c)...........................................................Not Applicable
312(a)............................................................. 6.1, 6.2(a)
312(b).................................................................. 6.2(c)
312(c).................................................................. 6.2(c)
313(a).................................................................. 6.4(a)
313(b).................................................................. 6.4(b)
313(c)...........................................................6.4(a), 6.4(b)
313(d)...................................................................6.4(c)
314(a)...................................................................6.3(a)
314(b)...........................................................Not Applicable
314(c).....................................................................15.7
314(d)...........................................................Not Applicable
314(e).....................................................................15.7
314(f)...........................................................Not Applicable
315(a)..............................................................9.1(a), 9.3
315(b)......................................................................9.2
315(c)...................................................................9.1(a)
315(d)...................................................................9.1(b)
315(e)......................................................................7.7
316(a).................................................................1.1, 7.6
316(b)...................................................................7.4(b)
316(c)..................................................................10.1(b)
317(a)......................................................................7.2
317(b)......................................................................5.3
318(a).....................................................................15.9

Note: This Cross-Reference  Table does not constitute part of this Indenture and
shall not affect the interpretation of any of its terms or provisions.

<PAGE>



                                    INDENTURE


         INDENTURE,  dated as of January 21,  1998,  between  INTRUST  FINANCIAL
CORPORATION,  a Kansas  corporation  (the  "Company")  and STATE STREET BANK AND
TRUST COMPANY, a trust company duly organized and existing under the laws of the
Commonwealth of Massachusetts, as trustee (the "Trustee");

                                    RECITALS

         WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has duly
authorized  the  execution  and  delivery of this  Indenture  to provide for the
issuance of securities to be known as its 8.24% Subordinated Debentures due 2028
(hereinafter  referred to as the  "Debentures"),  the form and substance of such
Debentures and the terms,  provisions and conditions  thereof to be set forth as
provided in this Indenture;

         WHEREAS,  INTRUST  Capital Trust, a Delaware  statutory  business trust
(the  "Trust"),  has  offered to the public  $57,500,000  aggregate  liquidation
amount of its Preferred  Securities  (as defined  herein) and proposes to invest
the proceeds from such offering,  together with the proceeds of the issuance and
sale by the Trust to the Company of $1,778,375  aggregate  liquidation amount of
its Common Securities (as defined herein),  in $59,278,375  aggregate  principal
amount of the Debentures; and

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Indenture; and

         WHEREAS,  all  requirements  necessary  to make this  Indenture a valid
instrument  in  accordance  with its  terms,  and to make the  Debentures,  when
executed by the Company and  authenticated  and  delivered by the  Trustee,  the
valid  obligations of the Company,  have been  performed,  and the execution and
delivery of this Indenture have been duly authorized in all respects; and

         WHEREAS,  to provide the terms and conditions upon which the Debentures
are to be authenticated,  issued and delivered,  the Company has duly authorized
the execution of this Indenture; 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,  in  consideration of the premises and the purchase of
the Debentures by the holders thereof,  it is mutually  covenanted and agreed as
follows for the equal and ratable benefit of the holders of the Debentures:



<PAGE>

                                   ARTICLE I.
                                   DEFINITIONS

         Section 1.1.  Definitions  of Terms.  The terms defined in this Section
1.1  (except as in this  Indenture  otherwise  expressly  provided or unless the
context  otherwise  requires)  for all  purposes  of this  Indenture  and of any
indenture  supplemental  hereto shall have the respective  meanings specified in
this Section 1.1 and shall include the plural as well as the singular. All other
terms used in this  Indenture  that are defined in the Trust  Indenture  Act, or
that are by reference in the Trust  Indenture Act defined in the  Securities Act
(except as herein otherwise  expressly  provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in the Trust Indenture
Act and in the  Securities  Act as in force at the date of the execution of this
instrument.  All  accounting  terms used herein and not expressly  defined shall
have the meanings  assigned to such terms in accordance with Generally  Accepted
Accounting Principles.

         "Accelerated  Maturity  Date" means if the Company elects to accelerate
the Maturity Date in accordance  with Section  2.2(c),  the date selected by the
Company which is prior to the Scheduled  Maturity Date, but is after January 31,
2003.

         "Additional Payments" shall have the meaning set forth in Section 2.5.

         "Additional  Senior  Obligations" means all indebtedness of the Company
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  for claims in respect of  derivative  products  such as interest  and
foreign exchange rate contracts,  commodity contracts and similar  arrangements;
provided, however, that Additional Senior Obligations does not include claims in
respect of Senior  Debt or  Subordinated  Debt or  obligations  which,  by their
terms,  are  expressly  stated to be not  superior  in right of  payment  to the
Debentures  or to rank pari passu in right of payment with the  Debentures.  For
purposes of this definition,  "claim" shall have the meaning assigned thereto in
Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

         "Administrative Trustees" shall have the meaning set forth in the Trust
Agreement.

         "Affiliate"  means, with respect to a specified Person,  (a) any Person
directly or indirectly owning,  controlling or holding with power to vote 10% or
more of the outstanding  voting  securities or other ownership  interests of the
specified  Person;  (b)  any  Person  10% or more of  whose  outstanding  voting
securities  or other  ownership  interests  are  directly or  indirectly  owned,
controlled  or held with power to vote by the specified  Person;  (c) any Person
directly or indirectly controlling,  controlled by, or under common control with
the  specified  Person;  (d) a partnership  in which the  specified  Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual,  any entity of which the specified Person
is an officer, director or general partner.

         "Authenticating  Agent" means an  authenticating  agent with respect to
the Debentures appointed by the Trustee pursuant to Section 2.12.

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

         "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board.

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

         "Business  Day" means,  with respect to the  Debentures,  any day other
than a  Saturday  or a  Sunday  or a day  on  which  federal  or  state  banking
institutions  in the Borough of Manhattan,  the City of New York, are authorized
or required by law,  executive  order or regulation to close,  or a day on which
the Corporate Trust Office of the Trustee or the Property  Trustee is closed for
business.

         "Capital  Treatment Event" means the receipt by the Trust of an Opinion
of Counsel,  rendered by a law firm having a recognized banking law practice, to
the effect that,  as a result of any amendment to or any change  (including  any
announced prospective change) in the laws (or any regulations thereunder) of the
United States or any political subdivision thereof or therein, or as a result of
any official  administrative  pronouncement or judicial decision interpreting or
applying  such laws or  regulations,  which  amendment or change is effective or
such  proposed  change,  pronouncement  or decision is announced on or after the
date of issuance of the Preferred Securities under the Trust Agreement, there is
more than an insubstantial  risk of impairment of the Company's ability to treat
the aggregate Liquidation Amount of the Preferred Securities (or any substantial
portion  thereof)  as "Tier 1  Capital"  (or the then  equivalent  thereof)  for
purposes of the capital adequacy  guidelines of the Federal Reserve,  as then in
effect and applicable to the Company,  provided,  however, that the inability of
the  Company  to treat  all or any  portion  of the  Liquidation  Amount  of the
Preferred  Securities  as Tier 1 Capital  shall not  constitute  the basis for a
Capital  Treatment  Event if such  inability  results  from the  Company  having
cumulative preferred stock, minority interests in consolidated subsidiaries,  or
any other class of security  or  interest  which the Federal  Reserve now or may
hereafter  accord  Tier 1  Capital  treatment  in excess of the amount which may
qualify  for  treatment  as Tier 1 Capital  under  applicable  capital  adequacy
guidelines of the Federal Reserve.

         "Certificate"  means a certificate  signed by the  principal  executive
officer,  the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company.  The Certificate need not comply
with the provisions of Section 15.7.

         "Change  in 1940  Act Law"  shall  have the  meaning  set  forth in the
definition of "Investment Company Event."

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

         "Common Securities" means undivided  beneficial interests in the assets
of the Trust  which  rank pari passu with the  Preferred  Securities;  provided,
however,  that upon the occurrence of an Event of Default, the rights of holders
of Common  Securities  to  payment in  respect  of (i)  distributions,  and (ii)
payments upon  liquidation,  redemption and otherwise,  are  subordinated to the
rights of holders of Preferred Securities.

         "Company"  means INTRUST  Financial  Corporation,  a  corporation  duly
organized and existing  under the laws of the State of Kansas,  and,  subject to
the provisions of Article XII, shall also include its successors and assigns.

         "Compounded Interest" shall have the meaning set forth in Section 4.1.

         "Corporate  Trust Office" means the office of the Trustee at which,  at
any  particular   time,  its  corporate  trust  business  shall  be  principally
administered,  which  office at the date hereof is located at Two  International
Place,  4th Floor,  Boston,  Massachusetts  02110,  Attention:  Corporate  Trust
Department.

         "Coupon Rate" shall have the meaning set forth in Section 2.5.

         "Custodian"  means any  receiver,  trustee,  assignee,  liquidator,  or
similar official under any Bankruptcy Law.

         "Debentures" shall have the meaning set forth in the Recitals hereto.

         "Debentureholder,"  "holder of  Debentures,"  "registered  holder,"  or
other  similar  term,  means the  Person  or  Persons  in whose  name or names a
particular  Debenture  shall be  registered  on the books of the  Company or the
Trustee kept for that purpose in accordance with the terms of this Indenture.

         "Debenture  Register"  shall  have the  meaning  set  forth in  Section
2.7(b).

         "Debenture  Registrar"  shall  have the  meaning  set forth in  Section
2.7(b).

         "Debt" means with respect to any Person,  whether recourse is to all or
a portion of the assets of such Person and whether or not contingent,  (a) every
obligation  of such  Person for money  borrowed;  (b) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or  businesses;  (c) every  reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (d) every  obligation  of such Person 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);  (e) every capital lease obligation of such Person; and (f) and every
obligation of the type referred to in clauses (a) through (e) of another  Person
and all dividends of another Person the payment of which,  in either case,  such
Person has guaranteed or is responsible  or liable,  directly or indirectly,  as
obligor or otherwise.

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

         "Deferred Payments" shall have the meaning set forth in Section 4.1.

         "Dissolution  Event"  means  that as a  result  of the  occurrence  and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust  Agreement and the Debentures  held by the Property  Trustee are to be
distributed to the holders of the Trust Securities  issued by the Trust pro rata
in accordance with the Trust Agreement.

         "Distribution" shall have the meaning set forth in the Trust Agreement.

         "Event of Default"  means,  with respect to the  Debentures,  any event
specified in Section 7.1,  which has  continued  for the period of time, if any,
and after the giving of the notice, if any, therein designated.

         "Exchange Act," means the Securities  Exchange Act of 1934, as amended,
as in effect at the date of execution of this instrument.

         "Extended  Maturity  Date"  means if the  Company  elects to extend the
Maturity  Date in  accordance  with  Section  2.2(b),  the date  selected by the
Company which is after the Scheduled Maturity Date but before January 31, 2037.

         "Extension Period" shall have the meaning set forth in Section 4.1.

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

         "Generally  Accepted  Accounting   Principles"  means  such  accounting
principles as are  generally  accepted at the time of any  computation  required
hereunder.

         "Governmental   Obligations"  means  securities  that  are  (a)  direct
obligations  of the United  States of America  for the payment of which its full
faith and  credit is  pledged;  or (b)  obligations  of a Person  controlled  or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally  guaranteed as a full faith and
credit  obligation by the United States of America that, in either case, are not
callable  or  redeemable  at the  option of the issuer  thereof,  and shall also
include a depositary  receipt issued by a bank (as defined in Section 3(a)(2) of
the  Securities  Act)  as  custodian  with  respect  to  any  such  Governmental
Obligation  or a  specific  payment  of  principal  of or  interest  on any such
Governmental  Obligation held by such custodian for the account of the holder of
such depositary  receipt;  provided,  however,  that (except as required by law)
such  custodian is not  authorized to make any deduction from the amount payable
to the  holder  of such  depositary  receipt  from any  amount  received  by the
custodian in respect of the  Governmental  Obligation or the specific payment of
principal  of or  interest  on the  Governmental  Obligation  evidenced  by such
depositary receipt.

         "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.

         "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 in accordance with the terms hereof.

         "Interest  Payment  Date"  shall have the  meaning set forth in Section
2.5.

         "Investment  Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

         "Investment Company Event" means the receipt by the Trust of an Opinion
of Counsel,  rendered by a law firm having a recognized  tax and  securities law
practice,  to the effect that, as a result of the  occurrence of a change in law
or regulation or a change in  interpretation or application of law or regulation
by any legislative body, court,  governmental agency or regulatory  authority (a
"Change in 1940 Act Law"),  the Trust is or shall be considered  an  "investment
company" that is required to be  registered  under the  Investment  Company Act,
which Change in 1940 Act Law becomes  effective on or after the date of original
issuance of the Preferred Securities under the Trust Agreement.

         "Maturity  Date" means the date on which the  Debentures  mature and on
which the  principal  shall be due and  payable  together  with all  accrued and
unpaid interest thereon including  Compounded Interest and Additional  Payments,
if any.

         "Ministerial Action" shall have the meaning set forth in Section 3.2.

         "Officers'  Certificate" means a certificate signed by the President or
a  Vice  President  and  by  the  Treasurer  or an  Assistant  Treasurer  or the
Controller or an Assistant Controller or the Secretary or an Assistant Secretary
of the Company  that is delivered  to the Trustee in  accordance  with the terms
hereof.  Each such  certificate  shall  include the  statements  provided for in
Section 15.7, if and to the extent required by the provisions thereof.

         "Opinion of Counsel" means an opinion in writing of legal counsel,  who
may be an employee  of or counsel  for the  Company,  that is  delivered  to the
Trustee in accordance with the terms hereof. Each such opinion shall include the
statements  provided for in Section 15.7,  if and to the extent  required by the
provisions thereof.

         "Outstanding,"  when used with respect to the Debentures,  means, as of
the  date of  determination,  all of the  Debentures  theretofore  executed  and
delivered by the Trustee under this Indenture, except:

         (a)......the  Debentures  theretofore  canceled  by the  Trustee or any
Paying Agent, or delivered to the Trustee or any Paying Agent for cancellation;

         (b)......the  Debentures  for whose payment or redemption  Governmental
Obligations or money in the necessary amount has been  theretofore  deposited in
trust with the Trustee or any Paying  Agent  (other  than the  Company) or shall
have been set aside and segregated in trust by the Company (if the Company shall
act as its own paying agent) for the holders of such Debentures;  provided that,
if such  Debentures are to be redeemed,  notice of such redemption has been duly
given pursuant to Article III hereof; and

         (c)......the  Debentures which have been paid or in lieu of which other
Debentures have been executed and delivered  pursuant to Section 2.7;  provided,
however,  that in  determining  whether the  holders of a majority or  specified
percentage  in  aggregate  principal  amount of the  Debentures  have  given any
request, demand, authorization,  direction, notice, consent or waiver hereunder,
the Debentures owned by the Company or any other obligor on the Debentures or by
any Person  directly or indirectly  controlling or controlled by or under common
control  with the  Company  or any  other  obligor  on the  Debentures  shall be
disregarded  and deemed not to be  Outstanding,  except that (i) in  determining
whether any Trustee shall be protected in relying upon any such request, demand,
authorization,  direction,  notice,  consent or waiver, only the Debentures that
such Trustee knows to be so owned shall be so disregarded; and (ii) for purposes
hereof,  the Trust  shall be deemed not to be  controlled  by the  Company.  The
Debentures  so owned  which 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 Debentures and the pledgee is not
a Person directly or indirectly  controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor.

         "Paying  Agent"  means any paying agent or  co-paying  agent  appointed
pursuant to Section 5.3.

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

         "Predecessor  Debenture" means every previous Debenture  evidencing all
or a portion of the same debt as that  evidenced by such  particular  Debenture;
and,  for the  purposes of this  definition,  any  Debenture  authenticated  and
delivered  under  Section 2.9 in lieu of a lost,  destroyed or stolen  Debenture
shall be deemed to  evidence  the same  debt as the  lost,  destroyed  or stolen
Debenture.

         "Preferred  Securities"  means  undivided  beneficial  interests in the
assets of the Trust which rank pari passu with Common  Securities  issued by the
Trust;  provided,  however, that upon the occurrence of an Event of Default, the
rights  of  holders  of  Common   Securities   to  payment  in  respect  of  (a)
distributions, and (b) payments upon liquidation,  redemption and otherwise, are
subordinated to the rights of holders of Preferred Securities.

         "Preferred  Securities  Guarantee" means any guarantee that the Company
may enter into with the  Trustee or other  Persons  that  operates  directly  or
indirectly for the benefit of holders of Preferred Securities.

         "Property Trustee" has the meaning set forth in the Trust Agreement.

         "Responsible  Officer"  when used with respect to the Trustee means the
Chairman of the Board of  Directors,  the  President,  any Vice  President,  the
Secretary,  the Treasurer, any trust officer, any corporate trust officer or any
other  officer  or  assistant  officer  of the  Trustee  customarily  performing
functions  similar to those  performed  by the  Persons who at the time shall be
such officers,  respectively,  or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

         "Scheduled Maturity Date" means January 31, 2028.

         "Securities  Act," means the Securities Act of 1933, as amended,  as in
effect at the date of execution of this instrument.

         "Senior  Debt"  means  the  principal  of (and  premium,  if  any)  and
interest,  if any  (including  interest  accruing  on or after the filing of any
petition in bankruptcy or for reorganization  relating to the Company whether or
not such claim for  post-petition  interest is allowed in such  proceeding),  on
Debt,  whether  incurred on or prior to the date of this Indenture or thereafter
incurred,  unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding,  it is provided that such  obligations are not
superior  in right of payment to the  Debentures  or to other Debt which is pari
passu with, or subordinated to, the Debentures;  provided,  however, that Senior
Debt  shall not be deemed to  include  (a) any Debt of the  Company  which  when
incurred and without respect to any election under section 1111(b) of the United
States Bankruptcy Code of 1978, as amended, was without recourse to the Company;
(b) any Debt of the Company to any of its subsidiaries; (c) Debt to any employee
of the Company;  (d) Debt which by its terms is  subordinated  to trade accounts
payable or accrued liabilities arising in the ordinary course of business to the
extent  that  payments  made to the  holders of such Debt by the  holders of the
Debentures as a result of the  subordination  provisions of this Indenture would
be greater than they otherwise  would have been as a result of any obligation of
such holders to pay amounts over to the obligees on such trade accounts  payable
or accrued liabilities arising in the ordinary course of business as a result of
subordination  provisions  to which  such Debt is  subject;  and (e) Debt  which
constitutes Subordinated Debt.

         "Senior Indebtedness" shall have the meaning set forth in Section 16.1.

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

         "Subordinated  Debt" means the principal of (and  premium,  if any) and
interest,  if any  (including  interest  accruing  on or after the filing of any
petition in bankruptcy or for reorganization  relating to the Company whether or
not such claim for  post-petition  interest is allowed in such  proceeding),  on
Debt (other than the  Debentures),  whether  incurred on or prior to the date of
this Indenture or thereafter incurred,  which is by its terms expressly provided
to be junior and subordinate to other Debt of the Company.

         "Subsidiary"  means, with respect to any Person, (a) any corporation at
least a majority of whose  outstanding  Voting Stock shall at the time be owned,
directly or indirectly,  by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries; (b) any general partnership,
joint venture, trust or similar entity, at least a majority of whose outstanding
partnership or similar  interests shall at the time be owned by such Person,  or
by one or more of its  Subsidiaries,  or by such  Person  and one or more of its
Subsidiaries; and (c) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.

         "Tax  Event"  means the  receipt by the Trust of an Opinion of Counsel,
rendered by a law firm having a recognized tax and securities  practice,  to the
effect that, as a result of any amendment to, or change (including any announced
prospective  change) in, the laws (or any regulations  thereunder) of the United
States or any political  subdivision or taxing authority thereof or therein,  or
as a result of any official  administrative  pronouncement 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 under the Trust Agreement, there is more
than an  insubstantial  risk  that (a) the  Trust is, or shall be within 90 days
after the date of such  Opinion of  Counsel,  subject to United  States  federal
income tax with  respect to income  received or accrued on the  Debentures;  (b)
interest  payable by the  Company on the  Debentures  is not,  or within 90 days
after the date of such  Opinion  of  Counsel,  shall not be,  deductible  by the
Company, in whole or in part, for United States federal income tax purposes;  or
(c) the Trust is, or shall be within 90 days  after the date of such  Opinion of
Counsel,  subject  to more  than a de  minimis  amount of other  taxes,  duties,
assessments  or other  governmental  charges.  The  Trust or the  Company  shall
request and receive such Opinion of Counsel with regard to such matters within a
reasonable period of time after the Trust or the Company shall have become aware
of the occurrence or the possible  occurrence of any of the events  described in
clauses (a) through (c) above.

         "Trust" means INTRUST  Capital  Trust,  a Delaware  statutory  business
trust.

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
January 21, 1998, of the Trust.

         "Trustee" means State Street Bank and Trust Company and, subject to the
provisions of Article IX, shall also include its successors and assigns, and, if
at any time there is more than one  Person  acting in such  capacity  hereunder,
"Trustee" shall mean each such Person.

         "Trust  Indenture  Act,"  means the  Trust  Indenture  Act of 1939,  as
amended,  subject to the  provisions  of Sections  11.1,  11.2,  and 12.1, as in
effect at the date of execution of this instrument.

         "Trust   Securities"   means  the  Common   Securities   and  Preferred
Securities, collectively.

         "Voting  Stock,"  as  applied  to stock of any  Person,  means  shares,
interests,  participations  or other equivalents in the equity interest (however
designated)  in such Person having  ordinary  voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests,  participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                   ARTICLE II.
                      ISSUE, DESCRIPTION, TERMS, CONDITIONS
                   REGISTRATION AND EXCHANGE OF THE DEBENTURES

         Section  2.1.   Designation  and  Principal  Amount.  There  is  hereby
authorized Debentures  designated the "8.24% Subordinated  Debentures due 2028,"
limited in aggregate  principal amount up to $59,278,375,  which amount shall be
as set forth in any  written  order of the Company  for the  authentication  and
delivery of Debentures pursuant to Section 2.6.

         Section 2.2.      Maturity.

         (a)......The Maturity Date shall be either:

                  (i)      the Scheduled Maturity Date; or

                  (ii) if the Company  elects to extend the Maturity Date beyond
         the  Scheduled  Maturity Date in accordance  with Section  2.2(b),  the
         Extended Maturity Date; or

                  (iii) if the Company elects to accelerate the Maturity Date to
         be a date  prior to the  Scheduled  Maturity  Date in  accordance  with
         Section 2.2(c), the Accelerated Maturity Date.

         (b)......The  Company  may at any time  before the day which is 90 days
before the  Scheduled  Maturity  Date,  elect to extend the Maturity Date to the
Extended  Maturity  Date,  provided  that the  Company  has  received  the prior
approval  of the  Federal  Reserve if then  required  under  applicable  capital
guidelines  or  policies of the Federal  Reserve and further  provided  that the
following  conditions in this Section  2.2(b) are satisfied both at the date the
Company gives notice in accordance with Section 2.2(d) of its election to extend
the Maturity Date and at the Scheduled Maturity Date:

                  (i) the Company is not in bankruptcy,  otherwise  insolvent or
         in liquidation;

                  (ii) the  Company is not in default in the payment of interest
         or principal on the Debentures; and

                  (iii) the Trust is not in arrears on payments of Distributions
         on the Trust Securities issued by it and no deferred  Distributions are
         accumulated.

         (c)......The  Company may, on one occasion,  at any time before the day
which is 90 days before the Scheduled  Maturity Date and after January 31, 2003,
elect to shorten the Maturity  Date to the  Accelerated  Maturity  Date provided
that the Company has received the prior approval of the Federal  Reserve if then
required under applicable capital guidelines or policies of the Federal Reserve.

         (d)......If   the  Company  elects  to  extend  the  Maturity  Date  in
accordance with Section 2.2(b),  the Company shall give notice to the registered
holders of the Debentures,  the Property  Trustee and the Trust of the extension
of the Maturity Date and the Extended Maturity Date at least 90 days and no more
than 180 days before the Scheduled Maturity Date.

         (e)......If  the Company  elects to  accelerate  the  Maturity  Date in
accordance with Section 2.2(c),  the Company shall give notice to the registered
holders  of  the  Debentures,   the  Property  Trustee  and  the  Trust  of  the
acceleration of the Maturity Date and the Accelerated  Maturity Date at least 90
days and no more than 180 days before the Accelerated. Maturity Date.

         Section 2.3. Form and Payment.  The Debentures shall be issued in fully
registered certificated form without interest coupons. Principal and interest on
the Debentures  issued in  certificated  form shall be payable,  the transfer of
such Debentures  shall be registrable and such Debentures  shall be exchangeable
for Debentures bearing identical terms and provisions at the office or agency of
the  Trustee;  provided,  however,  that  payment of interest may be made at the
option of the  Company by check  mailed to the  holder at such  address as shall
appear in the Debenture Register or by wire transfer to an account maintained by
the holder as  specified in the  Debenture  Register,  provided  that the holder
provides   proper   transfer   instructions   by  the   regular   record   date.
Notwithstanding  the  foregoing,  so long as the holder of any Debentures is the
Property  Trustee,  the  payment of the  principal  of and  interest  (including
Compounded Interest and Additional Payments,  if any) on such Debentures held by
the Property  Trustee  shall be made at such place and to such account as may be
designated by the Property Trustee.

         Section 2.4.      [Intentionally Omitted].

         Section 2.5.      Interest.

         (a)......Each  Debenture  shall  bear  interest  at a rate of 8.24% per
annum (the "Coupon Rate") from the original date of issuance until the principal
thereof becomes due and payable, and on any overdue principal and (to the extent
that  payment of such  interest  is  enforceable  under  applicable  law) on any
overdue  installment  of  interest  at the Coupon  Rate,  compounded  quarterly,
payable  (subject to the provisions of Article IV) quarterly in arrears on March
31,  June 30,  September  30, and  December 31 of each year (each,  an "Interest
Payment Date,"  commencing on March 31, 1998),  to the Person in whose name such
Debenture or any Predecessor  Debenture is registered,  at the close of business
on the regular  record date for such  interest  installment,  which shall be the
fifteenth day of the last month of the calendar quarter.

         (b)......The  amount  of  interest  payable  for any  period  shall  be
computed on the basis of a 360-day year of twelve 30-day  months.  The amount of
interest  payable for any period shorter than a full quarterly  period for which
interest  is  computed  shall be  computed  on the  basis of the  number of days
elapsed in a 360-day year of twelve 30-day months. In the event that any date on
which  interest is payable on the Debentures is not a Business Day, then payment
of interest  payable on such date shall be made on the next succeeding day which
is a Business Day (and  without any interest or other  payment in respect of any
such delay)  with the same force and effect as if made on the date such  payment
was originally payable.

         (c)......If,  at any time while the  Property  Trustee is the holder of
any Debentures,  the Trust or the Property Trustee is required to pay any taxes,
duties,  assessments  or  governmental  charges of whatever  nature  (other than
withholding  taxes) imposed by the United States, or any other taxing authority,
then, in any case,  the Company shall pay as  additional  payments  ("Additional
Payments")  on the  Debentures  held by the Property  Trustee,  such  additional
amounts as shall be required so that the net amounts  received  and  retained by
the Trust and the Property Trustee after paying such taxes, duties,  assessments
or other  governmental  charges  shall be equal to the amounts the Trust and the
Property Trustee would have received had no such taxes,  duties,  assessments or
other government charges been imposed.

         Section 2.6.      Execution and Authentication.

         (a)......The Debentures shall be signed on behalf of the Company by its
Chief  Executive  Officer,  President or one of its Vice  Presidents,  under its
corporate  seal attested by its  Secretary or one of its Assistant  Secretaries.
Signatures  may be in the form of a manual or facsimile  signature.  The Company
may use the  facsimile  signature  of any  Person  who  shall  have been a Chief
Executive  Officer,  President or Vice President  thereof,  or of any Person who
shall have been a Secretary or Assistant Secretary thereof,  notwithstanding the
fact that at the time the  Debentures  shall be  authenticated  and delivered or
disposed of such Person  shall have  ceased to be the Chief  Executive  Officer,
President or a Vice President,  or the Secretary or an Assistant  Secretary,  of
the  Company.  The seal of the Company may be in the form of a facsimile of such
seal and may be  impressed,  affixed,  imprinted or otherwise  reproduced on the
Debentures.  The Debentures may contain such notations,  legends or endorsements
required by law, stock exchange rule or usage. Each Debenture shall be dated the
date of its authentication by the Trustee.

         (b)......A Debenture shall not be valid until manually authenticated by
an authorized  signatory of the Trustee,  or by an  Authenticating  Agent.  Such
signature shall be conclusive  evidence that the Debenture so authenticated  has
been duly authenticated and delivered  hereunder and that the holder is entitled
to the benefits of this Indenture.

         (c)......At  any time and from  time to time  after the  execution  and
delivery of this Indenture,  the Company may deliver Debentures  executed by the
Company to the Trustee for authentication,  together with a written order of the
Company for the  authentication  and delivery of such  Debentures  signed by its
Chief  Executive  Officer,  President or any Vice President and its Treasurer or
any Assistant  Treasurer,  and the Trustee in accordance with such written order
shall authenticate and deliver such Debentures.

         (d)......In authenticating such Debentures and accepting the additional
responsibilities  under this  Indenture  in  relation  to such  Debentures,  the
Trustee  shall be  entitled to receive,  and  (subject to Section  9.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been  established  in conformity  with the provisions of this
Indenture.

         (e)......The  Trustee  shall  not  be  required  to  authenticate  such
Debentures  if the issue of such  Debentures  pursuant to this  Indenture  shall
affect the Trustee's own rights,  duties or immunities  under the Debentures and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

         Section 2.7.      Registration of Transfer and Exchange.

         (a)......Debentures  may be exchanged upon presentation  thereof at the
office or agency of the Company  designated for such purpose or at the office of
the Debenture Registrar, for other Debentures and for a like aggregate principal
amount,  upon payment of a sum sufficient to cover any tax or other governmental
charge in relation  thereto,  all as provided in this Section 2.7. In respect of
any  Debentures so  surrendered  for exchange,  the Company shall  execute,  the
Trustee shall  authenticate  and such office or agency shall deliver in exchange
therefor  the  Debenture  or  Debentures  that the  Debentureholder  making  the
exchange  shall be entitled to receive,  bearing  numbers not  contemporaneously
outstanding.

         (b)......The  Company shall keep, or cause to be kept, at its office or
agency designated for such purpose or at the office of the Debenture  Registrar,
or such other location designated by the Company a register or registers (herein
referred to as the  "Debenture  Register") in which,  the Company shall register
the  Debentures  and the  transfers of Debentures as in this Article II provided
and which at all  reasonable  times shall be open for inspection by the Trustee.
The  registrar  for the  purpose  of  registering  Debentures  and  transfer  of
Debentures as herein  provided shall  initially be the Trustee and thereafter as
may be  appointed  by  the  Company  as  authorized  by  Board  Resolution  (the
"Debenture  Registrar").  Upon  surrender  for transfer of any  Debenture at the
office or agency of the Company  designated for such purpose,  the Company shall
execute,  the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Debenture or Debentures for a
like aggregate  principal  amount.  All Debentures  presented or surrendered for
exchange or registration of transfer,  as provided in this Section 2.7, shall be
accompanied  (if so  required by the Company or the  Debenture  Registrar)  by a
written  instrument or  instruments  of transfer,  in form  satisfactory  to the
Company or the Debenture Registrar, duly executed by the registered holder or by
such holder's duly authorized attorney in writing.

         (c)......No   service   charge  shall  be  made  for  any  exchange  or
registration  of transfer of  Debentures,  or issue of new Debentures in case of
partial  redemption,  but the Company may require payment of a sum sufficient to
cover any tax or other  governmental  charge in  relation  thereto,  other  than
exchanges pursuant to Section 2.8, Section 3.5(b) and Section 11.4 not involving
any transfer.

         (d)......The  Company  shall not be required (i) to issue,  exchange or
register the transfer of any Debentures during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of  redemption  of
less than all the Outstanding  Debentures and ending at the close of business on
the day of such  mailing;  nor (ii) to register  the transfer of or exchange any
Debentures or portions thereof called for redemption.

         Section  2.8.   Temporary   Debentures.   Pending  the  preparation  of
definitive   Debentures,   the  Company  may  execute,  and  the  Trustee  shall
authenticate  and  deliver,  temporary  Debentures  (printed,  lithographed,  or
typewritten).  Such temporary  Debentures  shall be substantially in the form of
the  definitive  Debentures  in lieu of which  they are  issued,  but with  such
omissions,  insertions  and  variations  as may  be  appropriate  for  temporary
Debentures,  all as may be determined by the Company.  Every temporary Debenture
shall be executed by the Company and be  authenticated  by the Trustee  upon the
same conditions and in substantially  the same manner,  and with like effect, as
the definitive  Debentures.  Without unnecessary delay the Company shall execute
and shall  furnish  definitive  Debentures  and  thereupon  any or all temporary
Debentures  may be  surrendered  in  exchange  therefor  (without  charge to the
holders),  at the office or agency of the Company designated for the purpose and
the  Trustee  shall  authenticate  and such  office or agency  shall  deliver in
exchange for such temporary  Debentures an equal aggregate  principal  amount of
definitive Debentures, unless the Company advises the Trustee to the effect that
definitive  Debentures  need not be executed and furnished  until further notice
from the Company. Until so exchanged, the temporary Debentures shall be entitled
to the same benefits under this Indenture as definitive Debentures authenticated
and delivered hereunder.

         Section 2.9.      Mutilated, Destroyed, Lost or Stolen Debentures.

         (a)......In  case any  temporary or definitive  Debenture  shall become
mutilated  or be  destroyed,  lost or stolen,  the Company  (subject to the next
succeeding  sentence) shall execute,  and upon the Company's request the Trustee
(subject as aforesaid) shall authenticate and deliver, a new Debenture bearing a
number not contemporaneously  outstanding,  in exchange and substitution for the
mutilated  Debenture,  or in lieu of and in  substitution  for the  Debenture so
destroyed,  lost or  stolen.  In every  case  the  applicant  for a  substituted
Debenture  shall  furnish  to the  Company  and the  Trustee  such  security  or
indemnity  as may be  required  by them to save each of them  harmless,  and, in
every case of  destruction,  loss or theft,  the applicant shall also furnish to
the Company and the Trustee  evidence to their  satisfaction of the destruction,
loss or theft of the  applicant's  Debenture and of the ownership  thereof.  The
Trustee shall  authenticate any such substituted  Debenture and deliver the same
upon the written request or authorization of the Chairman, President or any Vice
President and the Treasurer or any Assistant Treasurer of the Company.  Upon the
issuance of any substituted Debenture,  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.  In case any Debenture that has matured or is
about to mature shall  become  mutilated or be  destroyed,  lost or stolen,  the
Company may,  instead of issuing a substitute  Debenture,  pay or authorize  the
payment of the same (without surrender thereof except in the case of a mutilated
Debenture)  if the  applicant  for such payment shall furnish to the Company and
the  Trustee  such  security  or  indemnity  as they may  require  to save  them
harmless,  and,  in  case  of  destruction,  loss  or  theft,  evidence  to  the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Debenture and of the ownership thereof.

         (b)......Every  replacement Debenture issued pursuant to the provisions
of this Section 2.9 shall constitute an additional contractual obligation of the
Company whether or not the mutilated,  destroyed, lost or stolen Debenture shall
be found at any time, or be enforceable by anyone,  and shall be entitled to all
the  benefits of this  Indenture  equally and  proportionately  with any and all
other Debentures duly issued  hereunder.  All Debentures shall be held and owned
upon the express  condition  that the foregoing  provisions  are exclusive  with
respect to the  replacement or payment of mutilated,  destroyed,  lost or stolen
Debentures,  and shall  preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the  contrary  with  respect  to  the   replacement  or  payment  of  negotiable
instruments or other securities without their surrender.

         Section 2.10. Cancellation.  All Debentures surrendered for the purpose
of  payment,  redemption,   exchange  or  registration  of  transfer  shall,  if
surrendered to the Company or any Paying Agent,  be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be canceled by it, and no
Debentures  shall be issued in lieu  thereof  except as  expressly  required  or
permitted by any of the provisions of this Indenture.  On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled
Debentures  held by the Trustee.  In the absence of such request the Trustee may
dispose of canceled  Debentures in accordance  with its standard  procedures and
deliver a  certificate  of  disposition  to the  Company.  If the Company  shall
otherwise  acquire any of the Debentures,  however,  such acquisition  shall not
operate as a redemption or satisfaction of the indebtedness  represented by such
Debentures  unless  and  until  the  same  are  delivered  to  the  Trustee  for
cancellation.

         Section 2.11. Benefit of Indenture. Nothing in this Indenture or in the
Debentures,  express  or  implied,  shall  give or be  construed  to give to any
Person,  other than the parties hereto and the holders of the  Debentures  (and,
with  respect  to the  provisions  of  Article  XVI,  the  holders of the Senior
Indebtedness) any legal or equitable right,  remedy or claim under or in respect
of this  Indenture,  or  under  any  covenant,  condition  or  provision  herein
contained;  all such  covenants,  conditions and  provisions  being for the sole
benefit of the parties  hereto and of the holders of the Debentures  (and,  with
respect  to  the   provisions   of  Article  XVI,  the  holders  of  the  Senior
Indebtedness).

         Section 2.12.     Authentication Agent.

         (a)......So long as any of the Debentures remain  Outstanding there may
be an  Authenticating  Agent for any or all such  Debentures,  which the Trustee
shall have the right to appoint.  Said Authenticating  Agent shall be authorized
to act on behalf of the Trustee to authenticate Debentures issued upon exchange,
transfer or partial redemption thereof, and Debentures 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.  All references in
this  Indenture to the  authentication  of  Debentures  by the Trustee  shall be
deemed to include authentication by an Authenticating Agent. Each Authenticating
Agent shall be acceptable  to the Company and shall be a corporation  that has a
combined  capital and surplus,  as most  recently  reported or determined by it,
sufficient under the laws of any jurisdiction  under which it is organized or in
which it is doing  business to conduct a trust  business,  and that is otherwise
authorized  under  such  laws  to  conduct  such  business  and  is  subject  to
supervision or examination by federal or state  authorities.  If at any time any
Authenticating  Agent  shall  cease to be  eligible  in  accordance  with  these
provisions, it shall resign immediately.

         (b)......Any  Authenticating  Agent  may at any time  resign  by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time (and upon request by the Company shall)  terminate the agency of any
Authenticating   Agent  by  giving   written   notice  of  termination  to  such
Authenticating  Agent  and to the  Company.  Upon  resignation,  termination  or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

                                  ARTICLE III.
                            REDEMPTION OF DEBENTURES

         Section 3.1.  Redemption.  Subject to the Company having received prior
approval of the Federal Reserve,  if then required under the applicable  capital
guidelines  or  policies  of the  Federal  Reserve,  the  Company may redeem the
Debentures  issued  hereunder  on  and  after  the  dates  set  forth  in and in
accordance with the terms of this Article III.

         Section 3.2.  Special Event  Redemption.  Subject to the Company having
received the prior approval of the Federal  Reserve,  if then required under the
applicable capital  guidelines or policies of the Federal Reserve,  if a Special
Event has occurred and is continuing,  then,  notwithstanding Section 3.3(a) but
subject to Section  3.3(b),  the Company shall have the right upon not less than
30 days'  nor more than 60 days'  notice to the  holders  of the  Debentures  to
redeem  the  Debentures,  in whole  but not in part,  for cash  within  180 days
following  the  occurrence  of such Special  Event (the  "180-Day  Period") at a
redemption  price equal to 100% of the principal  amount to be redeemed plus any
accrued  and  unpaid  interest  thereon  to the  date  of such  redemption  (the
"Redemption  Price"),  provided  that if at the time there is  available  to the
Company the opportunity to eliminate,  within the 180-Day Period, a Tax Event by
taking some ministerial action (a "Ministerial  Action"),  such as filing a form
or making an election,  or pursuing some other similar  reasonable measure which
has no  adverse  effect on the  Company,  the Trust or the  holders of the Trust
Securities issued by the Trust, the Company shall pursue such Ministerial Action
in lieu of redemption,  and,  provided  further,  that the Company shall have no
right to redeem the  Debentures  while it is  pursuing  any  Ministerial  Action
pursuant to its obligations  hereunder,  and, provided  further,  that, if it is
determined  that the taking of a Ministerial  Action would not eliminate the Tax
Event within the 180 Day Period,  the Company's  right to redeem the  Debentures
shall be  restored  and it shall  have no  further  obligations  to  pursue  the
Ministerial  Action. The Redemption Price shall be paid prior to 12:00 noon, New
York time,  on the date of such  redemption  or such earlier time as the Company
determines,  provided  that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date
such Redemption Price is to be paid.

         Section 3.3.      Optional Redemption by the Company.

         (a)......Subject  to  the  provisions  of  Section  3.3(b),  except  as
otherwise may be specified in this  Indenture,  the Company shall have the right
to redeem the  Debentures,  in whole or in part,  from time to time, on or after
January 31, 2003, at a Redemption Price equal to 100% of the principal amount to
be redeemed  plus any accrued  and unpaid  interest  thereon to the date of such
redemption,  plus Deferred  Payments,  if any. Any  redemption  pursuant to this
Section  3.3(a) shall be made upon not less than 30 days' nor more than 60 days'
notice  to  the  holder  of the  Debentures,  at the  Redemption  Price.  If the
Debentures  are only  partially  redeemed  pursuant  to this  Section  3.3,  the
Debentures  shall be redeemed  pro rata or by lot or in such other manner as the
Trustee shall deem appropriate and fair in its discretion.  The Redemption Price
shall be paid prior to 12:00 noon, New York time, on the date of such redemption
or at such  earlier  time as the Company  determines  provided  that the Company
shall deposit with the Trustee an amount  sufficient to pay the Redemption Price
by 10:00 a.m., New York time, on the date such Redemption Price is to be paid.

         (b)......If a partial  redemption of the Debentures would result in the
delisting  of the  Preferred  Securities  issued by the Trust from the  American
Stock Exchange,  Inc. or any national  securities exchange or other organization
on which the Preferred  Securities are then listed or quoted,  the Company shall
not be  permitted  to effect  such  partial  redemption  and may only redeem the
Debentures in whole.

         Section 3.4.      Notice of Redemption.

         (a)......In  case the Company  shall  desire to exercise  such right to
redeem all or, as the case may be, a portion  of the  Debentures  in  accordance
with the right reserved so to do, the Company shall,  or shall cause the Trustee
to upon receipt of 45 days' written notice from the Company (which notice shall,
in the event of a partial  redemption,  include a  representation  to the effect
that such partial  redemption shall not result in the delisting of the Preferred
Securities as described in Section 3.3(b) above), give notice of such redemption
to holders of the  Debentures  to be redeemed by  mailing,  first class  postage
prepaid, a notice of such redemption not less than 30 days' and not more than 60
days'  before  the date  fixed for  redemption  to such  holders  at their  last
addresses  as they shall  appear upon the  Debenture  Register  unless a shorter
period is specified in the Debentures to be redeemed.  Any notice that is mailed
in the manner herein provided shall be  conclusively  presumed to have been duly
given,  whether or not the registered  holder receives the notice.  In any case,
failure duly to give such notice to the holder of any Debenture  designated  for
redemption  in whole or in part,  or any defect in the notice,  shall not affect
the validity of the proceedings for the redemption of any other  Debentures.  In
the  case  of any  redemption  of  Debentures  prior  to the  expiration  of any
restriction  on such  redemption  provided  in the terms of such  Debentures  or
elsewhere  in this  Indenture,  the Company  shall  furnish the Trustee  with an
Officers' Certificate evidencing compliance with any such restriction. Each such
notice  of  redemption  shall  specify  the date  fixed for  redemption  and the
Redemption  Price and shall state that payment of the Redemption  Price shall be
made at the Corporate  Trust  Office,  upon  presentation  and surrender of such
Debentures, that interest accrued to the date fixed for redemption shall be paid
as  specified  in said notice and that from and after said date  interest  shall
cease to accrue. If less than all the Debentures are to be redeemed,  the notice
to the holders of the Debentures  shall specify the particular  Debentures to be
redeemed.  If the  Debentures  are to be redeemed in part only, the notice shall
state the portion of the principal amount thereof to be redeemed and shall state
that on and after the redemption  date, upon surrender of such Debenture,  a new
Debenture or  Debentures  in principal  amount equal to the  unredeemed  portion
thereof shall be issued.

         (b)......If  less  than  all the  Debentures  are to be  redeemed,  the
Company  shall give the Trustee at least 45 days'  written  notice in advance of
the date fixed for redemption as to the aggregate principal amount of Debentures
to be redeemed,  and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem  appropriate and fair in its discretion,  the portion or
portions (equal to $25 or any integral multiple thereof) of the Debentures to be
redeemed  and shall  thereafter  promptly  notify the  Company in writing of the
numbers of the Debentures to be redeemed,  in whole or in part. The Company may,
if and whenever it shall so elect  pursuant to the terms hereof,  by delivery of
instructions  signed  on its  behalf  by its  President  or any Vice  President,
instruct  the  Trustee  or any  Paying  Agent  to  call  all or any  part of the
Debentures  for  redemption  and to give notice of  redemption in the manner set
forth in this Section  3.4,  such notice to be in the name of the Company or its
own name as the Trustee or such Paying Agent may deem advisable.  In any case in
which  notice of  redemption  is to be given by the  Trustee or any such  Paying
Agent,  the  Company  shall  deliver or cause to be  delivered  to, or permit to
remain  with,  the  Trustee  or such  Paying  Agent,  as the case  may be,  such
Debenture  Register,  transfer  books or other  records,  or suitable  copies or
extracts  therefrom,  sufficient  to enable the Trustee or such Paying  Agent to
give any  notice  by mail that may be  required  under  the  provisions  of this
Section 3.4.

         Section 3.5.      Payment upon Redemption.

         (a)......If  the  giving  of  notice  of  redemption  shall  have  been
completed as above  provided,  the  Debentures  or portions of  Debentures to be
redeemed  specified  in such notice shall become due and payable on the date and
at the place  stated in such  notice at the  applicable  Redemption  Price,  and
interest on such  Debentures or portions of Debentures  shall cease to accrue on
and after the date fixed for redemption, unless the Company shall default in the
payment of such  Redemption  Price with respect to any such Debenture or portion
thereof.  On presentation  and surrender of such Debentures on or after the date
fixed for  redemption  at the place of payment  specified  in the  notice,  said
Debentures  shall be paid and redeemed at the Redemption  Price (but if the date
fixed for  redemption  is an Interest  Payment  Date,  the interest  installment
payable on such date shall be payable to the  registered  holder at the close of
business on the applicable record date pursuant to Section 3.3).

         (b)......Upon  presentation  of any Debenture that is to be redeemed in
part only, the Company shall execute and the Trustee shall  authenticate and the
office or agency where the  Debenture is presented  shall  deliver to the holder
thereof,  at  the  expense  of  the  Company,  a  new  Debenture  of  authorized
denomination  in  principal  amount  equal  to  the  unredeemed  portion  of the
Debenture so presented.

         Section 3.6. No Sinking Fund.  The  Debentures  are not entitled to the
benefit of any sinking fund.

                                   ARTICLE IV.
                      EXTENSION OF INTEREST PAYMENT PERIOD

         Section 4.1.  Extension of Interest Payment Period. So long as no Event
of Default has occurred and is continuing,  the Company shall have the right, at
any time and  from  time to time  during  the term of the  Debentures,  to defer
payments of interest by extending the interest payment period of such Debentures
for a period not exceeding 20  consecutive  quarters (the  "Extension  Period"),
during which  Extension  Period no interest  shall be due and payable;  provided
that no Extension  Period may extend  beyond the Maturity  Date.  Interest,  the
payment of which has been  deferred  because of the  extension  of the  interest
payment period pursuant to this Section 4.1, shall bear interest  thereon at the
Coupon  Rate  compounded  quarterly  for each  quarter of the  Extension  Period
("Compounded  Interest").  At the end of the Extension Period, the Company shall
calculate  (and  deliver such  calculation  to the Trustee) and pay all interest
accrued and unpaid on the  Debentures,  including  any  Additional  Payments and
Compounded Interest (together, "Deferred Payments") that shall be payable to the
holders of the  Debentures in whose names the  Debentures  are registered in the
Debenture  Register  on the first  record  date  after the end of the  Extension
Period.  Before the termination of any Extension Period, the Company may further
extend such period,  provided  that such period  together  with all such further
extensions  thereof shall not exceed 20 consecutive  quarters,  or extend beyond
the Maturity  Date of the  Debentures.  Upon the  termination  of any  Extension
Period and upon the payment of all Deferred  Payments  then due, the Company may
commence a new  Extension  Period,  subject to the  foregoing  requirements.  No
interest shall be due and payable during an Extension Period,  except at the end
thereof,  but the  Company  may  prepay  at any time all or any  portion  of the
interest accrued during an Extension Period.

         Section 4.2.      Notice Of Extension.

         (a)......If the Property  Trustee is the only registered  holder of the
Debentures  at the time the Company  selects an  Extension  Period,  the Company
shall give written notice to the Administrative  Trustees,  the Property Trustee
and the Trustee of its selection of such Extension Period 2 Business Days before
the earlier of (i) the next succeeding date on which  Distributions on the Trust
Securities  issued  by the  Trust  are  payable;  or (ii) the date the  Trust is
required to give notice of the record date, or the date such  Distributions  are
payable,  to the American  Stock  Exchange or other  applicable  self-regulatory
organization or to holders of the Preferred  Securities issued by the Trust, but
in any event at least 1 Business Day before such record date.

         (b)......If  the  Property  Trustee  is  not  the  only  holder  of the
Debentures  at the time the Company  selects an  Extension  Period,  the Company
shall give the holders of the Debentures  and the Trustee  written notice of its
selection of such  Extension  Period at least 2 Business Days before the earlier
of (i) the next succeeding  Interest  Payment Date; or (ii) the date the Company
is  required  to give  notice of the  record or  payment  date of such  interest
payment to the  American  Stock  Exchange  or other  applicable  self-regulatory
organization or to holders of the Debentures.

         (c)......The   quarter  in  which  any  notice  is  given  pursuant  to
paragraphs  (a) or (b) of this  Section  4.2 shall be  counted  as one of the 20
quarters permitted in the maximum Extension Period permitted under Section 4.1.

         Section  4.3.  Limitation  on  Transactions.  If (a) the Company  shall
exercise its right to defer payment of interest as provided in  Section 4.1;  or
(b) there shall have  occurred any Event of Default,  then (i) the Company shall
not declare or pay any dividend on, make any  distributions  with respect to, or
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
its capital stock (other than (A) dividends or  distributions in common stock of
the Company,  or any  declaration of a non-cash  dividend in connection with the
implementation of a shareholder  rights plan, or the issuance of stock under any
such plan in the future,  or the  redemption  or  repurchase  of any such rights
pursuant  thereto,  and (B) purchases of common stock of the Company  related to
the rights under any of the Company's benefit plans for its directors,  officers
or  employees);  (ii)  the  Company  shall  not make any  payment  of  interest,
principal or premium, if any, or repay, repurchase or redeem any debt securities
issued by the Company which rank pari passu with or junior to the  Debentures or
make any guarantee  payments with respect to any guarantee by the Company of the
debt  securities of any subsidiary of the Company if such  guarantee  ranks pari
passu with or junior in  interest to the  Debentures;  provided,  however,  that
notwithstanding  the  foregoing  the Company may make  payments  pursuant to its
obligations  under the  Preferred  Securities  Guarantee;  and (iii) the Company
shall  not  redeem,  purchase  or  acquire  less  than  all of  the  Outstanding
Debentures or any of the Preferred Securities.

                                   ARTICLE V.
                       PARTICULAR COVENANTS OF THE COMPANY

         Section 5.1. Payment of Principal and Interest.  The Company shall duly
and  punctually  pay or cause to be paid the  principal  of and  interest on the
Debentures at the time and place and in the manner  provided  herein.  Each such
payment of the principal of and interest on the Debentures  shall relate only to
the Debentures, shall not be combined with any other payment of the principal of
or interest on any other  obligation  of the  Company,  and shall be clearly and
unmistakably identified as pertaining to the Debentures.

         Section 5.2.  Maintenance  of Agency.  So long as any of the Debentures
remain Outstanding, the Company shall maintain an office or agency at such other
location or  locations  as may be  designated  as provided in this  Section 5.2,
where (a)  Debentures  may be  presented  for  payment;  (b)  Debentures  may be
presented as hereinabove  authorized for  registration of transfer and exchange;
and (c) notices and demands to or upon the Company in respect of the  Debentures
and this  Indenture may be given or served,  such  designation  to continue with
respect to such office or agency  until the  Company  shall,  by written  notice
signed by its  President  or a Vice  President  and  delivered  to the  Trustee,
designate  some other office or agency for such  purposes or any of them.  If at
any time the Company shall fail to maintain any such  required  office or agency
or  shall  fail  to  furnish  the  Trustee  with  the  address   thereof,   such
presentations,  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,  notices and demands.  The Company shall give
the Trustee prompt written notice of any such designation or rescission thereof.

         Section 5.3.      Paying Agents.

         (a)......The  Trustee shall  initially act as the Paying Agent.  If the
Company shall appoint one or more Paying Agents for the  Debentures,  other than
the  Trustee,  the Company  shall  cause each such  Paying  Agent to execute and
deliver to the  Trustee an  instrument  in which such agent shall agree with the
Trustee, subject to the provisions of this Section 5.3:

                  (i) that it shall  hold all sums held by it as such  agent for
         the payment of the principal of or interest on the Debentures  (whether
         such sums have been paid to it by the  Company or by any other  obligor
         of such  Debentures)  in trust for the benefit of the Persons  entitled
         thereto;

                  (ii) that it shall give the  Trustee  notice of any failure by
         the Company (or by any other  obligor of such  Debentures)  to make any
         payment of the principal of or interest on the Debentures when the same
         shall be due and payable;

                  (iii) that it shall, at any time during the continuance of any
         failure referred to in the preceding  paragraph (a)(ii) above, upon the
         written  request of the Trustee,  forthwith pay to the Trustee all sums
         so held in trust by such Paying Agent; and

                  (iv) that it shall perform all other duties of Paying Agent as
         set forth in this Indenture.

         (b)......If  the Company shall act as its own Paying Agent with respect
to the  Debentures,  it shall on or before each due date of the  principal of or
interest  on such  Debentures,  set aside,  segregate  and hold in trust for the
benefit of the Persons  entitled  thereto a sum sufficient to pay such principal
or interest so becoming due on Debentures  until such sums shall be paid to such
Persons or otherwise  disposed of as herein  provided and shall promptly  notify
the Trustee of such action,  or any failure (by it or any other  obligor on such
Debentures)  to take such action.  Whenever  the Company  shall have one or more
Paying  Agents  for the  Debentures,  it  shall,  prior  to each due date of the
principal of or interest on any Debentures,  deposit with the Paying Agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the Persons  entitled to such principal or interest,
and (unless such Paying Agent is the Trustee) the Company shall promptly  notify
the Trustee of this action or failure so to act.

         (c)......Notwithstanding  anything in this Section 5.3 to the contrary,
(i) the  agreement  to hold sums in trust as  provided  in this  Section  5.3 is
subject to the  provisions of Section 13.3 and 13.4; and (ii) 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 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 terms and  conditions 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.

         Section 5.4.  Appointment to Fill Vacancy in Office of the Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
shall appoint,  in the manner provided in Section 9.11, a Trustee, so that there
shall at all times be a Trustee hereunder.

         Section 5.5.  Compliance  with  Consolidation  Provisions.  The Company
shall not, while any of the Debentures remain Outstanding,  consolidate with, or
merge into, or merge into itself,  or sell or convey all or substantially all of
its property to any other  company  unless the  provisions of Article XII hereof
are complied with.

         Section 5.6.  Limitation on  Transactions.  If Debentures are issued to
the Trust or a trustee of the Trust in  connection  with the  issuance  of Trust
Securities  by the Trust and (a) there shall have  occurred any event that would
constitute an Event of Default; (b) the Company shall be in default with respect
to its  payment of any  obligations  under the  Preferred  Securities  Guarantee
relating  to the Trust;  or (c) if the  Company  shall have given  notice of its
election  to defer  payments of interest on such  Debentures  by  extending  the
interest payment period as provided in this Indenture and such Extension Period,
or any extension  thereof,  shall be continuing,  then (i) the Company shall not
declare or pay any  dividend  on,  make any  distributions  with  respect to, or
redeem, purchase,  acquire or make a liquidation payment with respect to, any of
its capital stock (other than (A) dividends or  distributions in common stock of
the Company,  or any  declaration of a non-cash  dividend in connection with the
implementation of a shareholder  rights plan, or the issuance of stock under any
such plan in the future,  or the  redemption  or  repurchase  of any such rights
pursuant  thereto,  and (B) purchases of common stock of the Company  related to
the rights under any of the Company's benefit plans for its directors,  officers
or  employees);  (ii) the  Company  shall  not make any  payment  of  principal,
interest or premium, if any, or repay,  repurchase or redeem any debt securities
issued by the  Company  which rank pari passu with or junior in  interest to the
Debentures;  provided,  however,  that the Company may make payments pursuant to
its obligations under the Preferred Securities Guarantee;  and (iii) the Company
shall  not  redeem,  purchase  or  acquire  less  than  all of  the  Outstanding
Debentures or any of the Preferred Securities.

         Section  5.7.  Covenants  as to the  Trust.  For so long  as the  Trust
Securities of the Trust remain outstanding,  the Company shall (a) maintain 100%
direct or indirect  ownership of the Common  Securities of the Trust;  provided,
however,  that any permitted  successor of the Company under this  Indenture may
succeed to the Company's ownership of the Common Securities; (b) not voluntarily
terminate,  wind up or liquidate  the Trust,  except upon prior  approval of the
Federal  Reserve if then so required  under  applicable  capital  guidelines  or
policies of the Federal  Reserve;  (c) use its  reasonable  efforts to cause the
Trust (i) to remain a business  trust,  except in connection with a distribution
of  Debentures,  the  redemption of all of the Trust  Securities of the Trust or
certain mergers, consolidations or amalgamations, each as permitted by the Trust
Agreement;  and (ii) to otherwise  continue not to be treated as an  association
taxable as a corporation  or  partnership  for United States  federal income tax
purposes;  and (d) use its  reasonable  efforts  to cause  each  holder of Trust
Securities  to be treated as owning an  individual  beneficial  interest  in the
Debentures. In connection with the distribution of the Debentures to the holders
of the Preferred  Securities  issued by the Trust upon a Dissolution  Event, the
Company shall use its best efforts to list such Debentures on the American Stock
Exchange or on such other exchange as the Preferred Securities are then listed.

         Section 5.8. Covenants as to Purchases. Except upon the exercise by the
Company of its right to redeem the  Debentures  pursuant to Section 3.2 upon the
occurrence and  continuation of a Special Event,  the Company shall not purchase
any Debentures, in whole or in part, from the Trust prior to January 31, 2003.

                                   ARTICLE VI.
                     THE DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

         Section 6.1. The Company to Furnish the Trustee  Names and Addresses of
the Debentureholders.  The Company shall furnish or cause to be furnished to the
Trustee (a) on a quarterly  basis on each regular  record date (as  described in
Section 2.5) a list, in such form as the Trustee may reasonably  require, of the
names and addresses of the holders of the  Debentures as of such regular  record
date,  provided  that the Company  shall not be obligated to furnish or cause to
furnish such list at any time that the list shall not differ in any respect from
the most recent list  furnished  to the Trustee by the Company (in the event the
Company  fails to provide such list on a quarterly  basis,  the Trustee shall be
entitled to rely on the most recent list  provided by the  Company);  and (b) at
such other times as the Trustee may request in writing  within 30 days after the
receipt by the Company of any such  request,  a list of similar form and content
as of a date not more than 15 days  prior to the time  such  list is  furnished;
provided,  however,  that, in either case, no such list need be furnished if the
Trustee shall be the Debenture Registrar.

         Section  6.2.  Preservation  of  Information  Communications  with  the
Debentureholders.

         (a)......The  Trustee  shall  preserve,  in as  current  a  form  as is
reasonably  practicable,  all  information  as to the names and addresses of the
holders of  Debentures  contained  in the most  recent list  furnished  to it as
provided  in  Section  6.1 and as to the  names  and  addresses  of  holders  of
Debentures  received by the Trustee in its capacity as Debenture  Registrar  for
the Debentures (if acting in such capacity).

         (b)......The  Trustee may destroy any list  furnished to it as provided
in Section 6.1 upon receipt of a new list so furnished.

         (c)......Debentureholders may communicate as provided in Section 312(b)
of the Trust  Indenture  Act with other  Debentureholders  with respect to their
rights under this Indenture or under the Debentures.

         Section 6.3.      Reports by the Company.

         (a)......The  Company  covenants  and agrees to file with the  Trustee,
within  15 days  after  the  Company  is  required  to file  the  same  with the
Commission,  copies of the annual reports and of the information,  documents and
other  reports  (or  copies  of such  portions  of any of the  foregoing  as the
Commission may from time to time by rules and  regulations  prescribe)  that the
Company may be required  to file with the  Commission  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act; or, if the Company is not required to file
information,  documents or reports pursuant to either of such sections,  then to
file with the  Trustee  and the  Commission,  in  accordance  with the rules and
regulations  prescribed  from  time  to  time  by the  Commission,  such  of the
supplementary  and  periodic  information,  documents  and  reports  that may be
required  pursuant  to Section 13 of the  Exchange  Act in respect of a security
listed and  registered  on a national  securities  exchange as may be prescribed
from time to time in such rules and regulations.

         (b)......The  Company covenants and agrees to file with the Trustee and
the Commission,  in accordance  with the rules and  regulations  prescribed from
time to time by the  Commission,  such  additional  information,  documents  and
reports  with  respect to  compliance  by the Company  with the  conditions  and
covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.

         (c)......The  Company  covenants and agrees to transmit by mail,  first
class postage prepaid, or reputable overnight delivery service that provides for
evidence  of receipt,  to the  Debentureholders,  as their  names and  addresses
appear upon the Debenture Register, within 30 days after the filing thereof with
the Trustee,  such summaries of any information,  documents and reports required
to be  filed  by the  Company  pursuant  to  subsections  (a)  and  (b) of  this
Section 6.3 as may be required by rules and regulations  prescribed from time to
time by the Commission.

         Section 6.4.      Reports by the Trustee.

         (a)......On  or  before  July  15 in  each  year  in  which  any of the
Debentures  are  Outstanding,  the Trustee shall  transmit by mail,  first class
postage prepaid,  to the  Debentureholders,  as their names and addresses appear
upon the Debenture Register, a brief report dated as of the preceding May 15, if
and to the extent required under Section 313(a) of the Trust Indenture Act.

         (b)......The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

         (c)......A  copy  of  each  such  report  shall,  at the  time  of such
transmission to Debentureholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Debentures are listed (if so listed) and also
with  the  Commission.  The  Company  agrees  to  notify  the  Trustee  when any
Debentures become listed on any stock exchange.

                                  ARTICLE VII.
                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

         Section 7.1.      Events of Default.

         (a)......Whenever used herein with respect to the Debentures, "Event of
Default" means any one or more of the following  events that has occurred and is
continuing:

                  (i) the Company  defaults in the payment of any installment of
         interest upon any of the Debentures,  as and when the same shall become
         due and  payable,  and  continuance  of such default for a period of 30
         days; provided,  however, that a valid extension of an interest payment
         period by the Company in  accordance  with the terms of this  Indenture
         shall not  constitute  a default in the  payment of  interest  for this
         purpose;

                  (ii) the Company  defaults in the payment of the  principal on
         the  Debentures  as and when  the same  shall  become  due and  payable
         whether at maturity,  upon  redemption,  by  declaration  or otherwise;
         provided,  however,  that a valid  extension  of the  maturity  of such
         Debentures in  accordance  with the terms of this  Indenture  shall not
         constitute a default in the payment of principal;

                  (iii) the Company fails to observe or perform any other of its
         covenants or agreements  with respect to the Debentures for a period of
         90 days  after  the  date on  which  written  notice  of such  failure,
         requiring  the same to be remedied  and  stating  that such notice is a
         "Notice of Default" hereunder,  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  principal  amount of the
         Debentures at the time Outstanding;

                  (iv) the  Company  pursuant  to or within  the  meaning of any
         Bankruptcy  Law (A)  commences a voluntary  case;  (B)  consents to the
         entry of an order for relief  against it in an  involuntary  case;  (C)
         consents  to  the  appointment  of a  Custodian  of it or  for  all  or
         substantially  all of its property;  or (D) makes a general  assignment
         for the benefit of its creditors;

                  (v) a court of  competent  jurisdiction  enters an order under
         any  Bankruptcy  Law that (A) is for relief  against  the Company in an
         involuntary  case;  (B)  appoints a Custodian of the Company for all or
         substantially all of its property; or (C) orders the liquidation of the
         Company,  and the order or decree remains unstayed and in effect for 90
         days; or

                  (vi)  the  Trust  shall  have   voluntarily  or  involuntarily
         dissolved,  wound-up its business or otherwise terminated its existence
         except in connection with (A) the distribution of Debentures to holders
         of Trust Securities in liquidation of their interests in the Trust; (B)
         the redemption of all of the outstanding Trust Securities of the Trust;
         or  (C) certain  mergers,  consolidations  or  amalgamations,  each  as
         permitted by the Trust Agreement.

         (b)......In  each and every such case  referred to in items (i) through
(vi) of Section  7.1(a),  unless the principal of all the Debentures  shall have
already  become due and  payable,  either the Trustee or the holders of not less
than 25% in  aggregate  principal  amount  of the  Debentures  then  Outstanding
hereunder,  by notice in writing to the Company  (and to the Trustee if given by
such Debentureholders) may declare the principal of all the Debentures to be due
and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this
Indenture or in the Debentures.

         (c)......At  any time after the principal of the Debentures  shall have
been so  declared  due and  payable,  and before any  judgment or decree for the
payment of the moneys due shall  have been  obtained  or entered as  hereinafter
provided,  the  holders  of a  majority  in  aggregate  principal  amount of the
Debentures then Outstanding hereunder,  by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (i) the
Company  has paid or  deposited  with the  Trustee a sum  sufficient  to pay all
matured  installments  of interest upon all the  Debentures and the principal of
any and all Debentures that shall have become due otherwise than by acceleration
(with interest upon such principal,  and upon overdue  installments of interest,
at the rate per annum expressed in the Debentures to the date of such payment or
deposit) and the amount  payable to the Trustee  under Section 9.7; and (ii) any
and all Events of Default  under this  Indenture,  other than the  nonpayment of
principal on  Debentures  that shall not have become due by their  terms,  shall
have been remedied or waived as provided in Section 7.6. No such  rescission and
annulment  shall extend to or shall affect any subsequent  default or impair any
right consequent thereon.

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

         Section 7.2.  Collection of  Indebtedness  and Suits for Enforcement by
the Trustee.

         (a)......The Company covenants that (i) in case it shall default in the
payment  of any  installment  of  interest  on any of the  Debentures,  and such
default  shall have  continued for a period of 30 days; or (ii) in case it shall
default in the payment of the principal of any of the  Debentures  when the same
shall have become due and payable,  whether upon  maturity of the  Debentures or
upon  redemption  or upon  declaration  or otherwise,  then,  upon demand of the
Trustee, the Company shall pay to the Trustee, for the benefit of the holders of
the  Debentures,  the whole  amount  that then  shall  have been  become due and
payable on all such  Debentures for principal or interest,  or both, as the case
may be, with interest upon the overdue  principal;  and (if the  Debentures  are
held by the Trust or a trustee of the Trust,  without  duplication  of any other
amounts  paid  by  the  Trust  or  trustee  in  respect  thereof)  upon  overdue
installments of interest at the rate per annum expressed in the Debentures; and,
in addition  thereto,  such further  amount as shall be  sufficient to cover the
costs and expenses of  collection,  and the amount  payable to the Trustee under
Section 9.7.

         (b)......If  the  Company  shall fail to pay such  amounts set forth in
Section 7.2(a) forthwith upon such demand,  the Trustee,  in its own name and as
trustee of an express  trust,  shall be entitled and  empowered to institute any
action or  proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
other obligor upon the Debentures and collect the moneys  adjudged or decreed to
be payable in the manner  provided by law out of the  property of the Company or
other obligor upon the Debentures, wherever situated.

         (c)......In  case  of  any   receivership,   insolvency,   liquidation,
bankruptcy, reorganization,  readjustment,  arrangement, composition or judicial
proceedings  affecting  the Company or the  creditors or property  thereof,  the
Trustee  shall have power to intervene in such  proceedings  and take any action
therein that may be permitted by the court and shall (except as may be otherwise
provided by law) be  entitled to file such proofs of claim and other  papers and
documents  as may be  necessary  or advisable in order to have the claims of the
Trustee and of the holders of the  Debentures  allowed for the entire amount due
and payable by the Company under this  Indenture at the date of  institution  of
such  proceedings and for any additional  amount that may become due and payable
by the Company  after such date,  and to collect and receive any moneys or other
property  payable or deliverable  on any such claim,  and to distribute the same
after the deduction of the amount  payable to the Trustee under Section 9.7; and
any  receiver,  assignee or trustee in bankruptcy  or  reorganization  is hereby
authorized by each of the holders of the Debentures to make such payments to the
Trustee,  and, in the event that the Trustee shall consent to the making of such
payments directly to such Debentureholders, to pay to the Trustee any amount due
it under Section 9.7.

         (d)......All  rights of  action  and of  asserting  claims  under  this
Indenture, or under any of the terms established with respect to the Debentures,
may be enforced by the Trustee without the possession of any of such Debentures,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or  proceeding  instituted  by the Trustee shall be brought in its
own name as trustee of an express  trust,  and any  recovery of judgment  shall,
after provision for payment to the Trustee of any amounts due under Section 9.7,
be for the ratable benefit of the holders of the Debentures. In case of an Event
of Default  hereunder,  the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such  appropriate  judicial
proceedings  as the Trustee shall deem most effectual to protect and enforce any
of such  rights,  either  at law or in  equity or in  bankruptcy  or  otherwise,
whether for the specific  enforcement of any covenant or agreement  contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or  equitable  right vested in the Trustee by this
Indenture or by law.  Nothing  contained herein shall be deemed to authorize the
Trustee  to  authorize  or  consent  to or  accept  or  adopt on  behalf  of any
Debentureholder   any  plan  of  reorganization,   arrangement,   adjustment  or
composition  affecting the  Debentures or the rights of any holder thereof or to
authorize the Trustee to vote in respect of the claim of any  Debentureholder in
any such proceeding.

         Section 7.3.  Application of Moneys Collected.  Any moneys collected by
the Trustee pursuant to this Article VII with respect to the Debentures shall be
applied in the following  order,  at the date or dates fixed by the Trustee and,
in case of the  distribution of such moneys on account of principal or interest,
upon  presentation of the Debentures,  and notation  thereon of the payment,  if
only partially paid, and upon surrender thereof if fully paid:

                  FIRST:  To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 9.7;

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

                  THIRD:  To the payment of the amounts then due and unpaid upon
         the Debentures  for principal and 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 Debentures for principal and interest, respectively.

         Section 7.4.      Limitation on Suits.

         (a)......Except  as provided in Section 15.13  hereof, no holder of any
Debenture shall have any right by virtue or by availing of any provision of this
Indenture to institute  any suit,  action or proceeding in equity or at law upon
or under or with respect to this Indenture or for the  appointment of a receiver
or trustee, or for any other remedy hereunder, unless (i) such holder previously
shall have given to the Trustee written notice of an Event of Default and of the
continuance  thereof with  respect to the  Debentures  specifying  such Event of
Default,  as  hereinbefore  provided;  (ii) the  holders of not less than 25% in
aggregate  principal amount of the Debentures then  Outstanding  shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as  trustee  hereunder;  (iii) such  holder or  holders  shall have
offered to the Trustee such  reasonable  indemnity as it may require against the
costs,  expenses and liabilities to be incurred therein or thereby; and (iv) the
Trustee  for 60 days after its  receipt  of such  notice,  request  and offer of
indemnity shall have failed to institute any such action, suit or proceeding and
during such 60 day period,  the holders of a majority in principal amount of the
Debentures do not give the Trustee a direction inconsistent with the request.

         (b)......Notwithstanding  anything  contained herein to the contrary or
any  other  provisions  of  this  Indenture,  the  right  of any  holder  of the
Debentures  to  receive  payment  of  the  principal  of  and  interest  on  the
Debentures,  as therein provided, on or after the respective due dates expressed
in such Debenture (or in the case of redemption,  on the redemption date), or to
institute  suit  for the  enforcement  of any  such  payment  on or  after  such
respective  dates or redemption  date, shall not be impaired or affected without
the  consent  of such  holder  and by  accepting  a  Debenture  hereunder  it is
expressly  understood,  intended and covenanted by the taker and holder of every
Debenture  with every other such taker and holder and the Trustee that no one or
more holders of the Debentures shall have any right in any manner  whatsoever by
virtue or by availing of any provision of this  Indenture to affect,  disturb or
prejudice  the  rights of the  holders  of any other of such  Debentures,  or to
obtain or seek to obtain  priority  over or preference to any other such holder,
or to enforce  any right  under  this  Indenture,  except in the  manner  herein
provided  and for the equal,  ratable  and common  benefit of all holders of the
Debentures. For the protection and enforcement of the provisions of this Section
7.4,  each and every  Debentureholder  and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

         Section  7.5.  Rights and  Remedies  Cumulative;  Delay or Omission not
Waiver.

         (a)......All  powers  and  remedies  given by this  Article  VII to the
Trustee or to the  Debentureholders  shall,  to the extent  permitted by law, be
deemed  cumulative and not exclusive of any other powers and remedies  available
to the Trustee or the holders of the  Debentures,  by  judicial  proceedings  or
otherwise,  to enforce  the  performance  or  observance  of the  covenants  and
agreements contained in this Indenture or otherwise  established with respect to
such Debentures.

         (b)......No delay or omission of the Trustee or of any holder of any of
the Debentures to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid  shall impair any such right or power,  or
shall  be  construed  to be a  waiver  of any such  default  or an  acquiescence
therein;  and,  subject to the provisions of Section 7.4, every power and remedy
given by this Article VII or by law to the Trustee or the  Debentureholders  may
be exercised  from time to time, and as often as shall be deemed  expedient,  by
the Trustee or by the Debentureholders.

         Section 7.6. Control by the Debentureholders. The holders of a majority
in  aggregate  principal  amount  of the  Debentures  at the  time  Outstanding,
determined in accordance  with Section 10.4,  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;
provided, however, that such direction shall not be in conflict with any rule of
law or with this  Indenture.  Subject  to the  provisions  of Section  9.1,  the
Trustee  shall have the right to decline  to follow  any such  direction  if the
Trustee  in good faith  shall,  by a  Responsible  Officer  or  Officers  of the
Trustee,  determine that the proceeding so directed would involve the Trustee in
personal  liability.  The holders of a majority in aggregate principal amount of
the  Debentures  at  the  time  Outstanding  affected  thereby,   determined  in
accordance  with  Section  10.4,  may on  behalf  of the  holders  of all of the
Debentures  waive any past default in the  performance  of any of the  covenants
contained  herein and its  consequences,  except (i) a default in the payment of
the principal of or interest on any of the Debentures as and when the same shall
become  due by the  terms  of such  Debentures  otherwise  than by  acceleration
(unless  such  default  has been cured and a sum  sufficient  to pay all matured
installments  of principal and interest has been  deposited with the Trustee (in
accordance with Section  7.1(c));  (ii) a default in the covenants  contained in
Section 5.6; or (iii) in respect of a covenant or provision  hereof which cannot
be  modified or amended  without  the consent of the holder of each  Outstanding
Debenture affected;  provided,  however,  that if the Debentures are held by the
Trust or a trustee of the Trust,  such  waiver or  modification  to such  waiver
shall not be effective until the holders of a majority in liquidation preference
of Trust  Securities  of the  Trust  shall  have  consented  to such  waiver  or
modification to such waiver;  provided further,  that if the Debentures are held
by the Trust or a trustee of the Trust, and if the consent of the holder of each
Outstanding Debenture is required, such waiver shall not be effective until each
holder of the Trust Securities of the Trust shall have consented to such waiver.
Upon any such waiver,  the default  covered  thereby shall be deemed to be cured
for all purposes of this Indenture and the Company,  the Trustee and the holders
of the  Debentures  shall be  restored  to their  former  positions  and  rights
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other default or impair any right consequent thereon.

         Section 7.7.  Undertaking  to Pay Costs.  All parties to this Indenture
agree,  and each holder of any  Debentures by such holder's  acceptance  thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture,  or in
any suit  against  the  Trustee  for any  action  taken or  omitted by it as the
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 7.7 shall not apply to any suit  instituted by the Trustee,  to any suit
instituted by any Debentureholder, or group of the Debentureholders holding more
than 10% in aggregate principal amount of the Outstanding Debentures,  or to any
suit instituted by any Debentureholder for the enforcement of the payment of the
principal of or interest on the Debentures, on or after the respective due dates
expressed in such Debenture or established pursuant to this Indenture.

                                  ARTICLE VIII.
                    FORM OF THE DEBENTURE AND ORIGINAL ISSUE

         Section  8.1.  Form of  Debenture.  The  Debenture  and  the  Trustee's
Certificate of  Authentication to be endorsed thereon are to be substantially in
the forms  contained  as Exhibit A attached  hereto and  incorporated  herein by
reference.

         Section  8.2.  Original  Issue  of the  Debentures.  Debentures  in the
aggregate principal amount of $59,278,375 may, upon execution of this Indenture,
be executed by the Company and delivered to the Trustee for authentication,  and
the Trustee shall thereupon  authenticate and deliver said Debentures to or upon
the written order of the Company, signed by its Chairman, its Vice Chairman, its
President,  or any Vice  President and its Treasurer or an Assistant  Treasurer,
without any further action by the Company.

                                   ARTICLE IX.
                             CONCERNING THE TRUSTEE

         Section 9.1.      Certain Duties and Responsibilities of the Trustee.

         (a)......The  Trustee,  prior to the  occurrence of an Event of Default
and after the  curing of all  Events of Default  that may have  occurred,  shall
undertake to perform with  respect to the  Debentures  such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
shall be read into  this  Indenture  against  the  Trustee.  In case an Event of
Default  has  occurred  that has not been cured or  waived,  the  Trustee  shall
exercise such of the rights and powers vested in it by this  Indenture,  and use
the same degree of care and skill in its  exercise,  as a prudent  Person  would
exercise  or use  under  the  circumstances  in the  conduct  of his or her  own
affairs.

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

                  (i) prior to the  occurrence  of an Event of Default and after
         the  curing or  waiving  of all such  Events of  Default  that may have
         occurred:

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

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

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

                  (iii) the  Trustee  shall not be liable  with  respect  to any
         action  taken or omitted to be taken by it in good faith in  accordance
         with the  direction  of the  holders  of not less  than a  majority  in
         principal amount of the Debentures at the time Outstanding  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  Debentures;
         and

                  (iv) none of the provisions  contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise  incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers,  if there is reasonable
         ground for  believing  that the repayment of such funds or liability is
         not  reasonably  assured  to it under  the terms of this  Indenture  or
         adequate indemnity against such risk is not reasonably assured to it.

                  Section 9.2.  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 Debentures, the Trustee shall
         transmit by mail to all holders of the  Debentures,  as their names and
         addresses  appear in the  Debenture  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
         or interest (including any Additional  Payments) on any Debenture,  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
         the directors and/or Responsible  Officers of the Trustee determines in
         good faith that the  withholding  of such notice is in the interests of
         the holders of such Debentures; and provided, further, that in the case
         of any default of the character  specified in section  7.1(a)(iii),  no
         such  notice to  holders of  Debentures  need be sent until at least 30
         days after the  occurrence  thereof.  For the  purposes of this Section
         9.2,  the term  "default"  means any event which is, or after notice or
         lapse of time or both,  would become,  an Event of Default with respect
         to the Debentures.

         Section  9.3.  Certain  Rights  of the  Trustee.  Except  as  otherwise
provided in Section 9.1:

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

         (b)......Any  request,  direction,  order  or  demand  of  the  Company
mentioned  herein shall be  sufficiently  evidenced by a Board  Resolution or an
instrument  signed  in the  name of the  Company  by the  President  or any Vice
President and by the Secretary or an Assistant  Secretary or the Treasurer or an
Assistant  Treasurer  thereof  (unless  other  evidence  in  respect  thereof is
specifically prescribed herein);

         (c)......The Trustee shall not be deemed to have knowledge of a default
or an Event of  Default,  other  than an Event of Default  specified  in Section
7.1(a)(i) or (ii),  unless and until it receives  written  notification  of such
Event of Default from the Company or by holders of at least 25% of the aggregate
principal amount of the Debentures at the time Outstanding;

         (d)......The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete  authorization
and  protection in respect of any action taken or suffered or omitted  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,  order or
direction of any of the  Debentureholders,  pursuant to the  provisions  of this
Indenture,  unless  such  Debentureholders  shall have  offered  to the  Trustee
reasonable  security or indemnity  against the costs,  expenses and  liabilities
that may be  incurred  therein  or  thereby;  nothing  contained  herein  shall,
however, relieve the Trustee of the obligation,  upon the occurrence of an Event
of Default  (that has not been cured or waived) to exercise  with respect to the
Debentures such of the rights and powers vested in it by this Indenture,  and to
use the same degree of care and skill in its exercise, as a prudent Person would
exercise  or use  under  the  circumstances  in the  conduct  of his or her  own
affairs;

         (f)......The  Trustee  shall  not be  liable  for any  action  taken or
omitted to be taken by it in good faith and believed by it to be  authorized  or
within the discretion or rights or powers conferred upon it by this Indenture;

         (g)......The  Trustee shall not be bound to make any investigation into
the  facts  or  matters  stated  in  any  resolution,   certificate,  statement,
instrument,  opinion,  report, notice, request,  consent, order, approval, bond,
security, or other papers or documents,  unless requested in writing so to do by
the holders of not less than a majority in principal  amount of the  Outstanding
Debentures (determined as provided in Section 10.4); provided,  however, that if
the payment  within a reasonable  time to the Trustee of the costs,  expenses or
liabilities  likely to be incurred by it in the making of such investigation is,
in the  opinion of the  Trustee,  not  reasonably  assured to the Trustee by the
security afforded to it by the terms of this Indenture,  the Trustee may require
reasonable indemnity against such costs,  expenses or liabilities as a condition
to so proceeding,  and the reasonable expense of every such examination shall be
paid by the Company or, if paid by the  Trustee,  shall be repaid by the Company
upon demand; and

         (h)......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 9.4.      The Trustee not Responsible for Recitals, Etc.

         (a)......The  Recitals  contained herein and in the Debentures shall be
taken  as  the   statements  of  the  Company,   and  the  Trustee   assumes  no
responsibility for the correctness of the same.

         (b)......The  Trustee  makes no  representations  as to the validity or
sufficiency of this Indenture or of the Debentures.

         (c)......The   Trustee  shall  not  be  accountable   for  the  use  or
application  by the Company of any of the  Debentures or of the proceeds of such
Debentures, or for the use or application of any moneys paid over by the Trustee
in  accordance  with  any  provision  of  this  Indenture,  or  for  the  use or
application of any moneys received by any Paying Agent other than the Trustee.

         Section 9.5. May Hold the  Debentures.  The Trustee or any Paying Agent
or  Debenture  Registrar  for the  Debentures,  in its  individual  or any other
capacity, may become the owner or pledgee of the Debentures with the same rights
it would have if it were not Trustee, Paying Agent or Debenture Registrar.

         Section 9.6. Moneys Held in Trust. Subject to the provisions of Section
13.5, all moneys received by the Trustee shall,  until used or applied as herein
provided,  be held in trust for the purposes for which they were  received,  but
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 moneys  received by
it hereunder except such as it may agree with the Company to pay thereon.

         Section 9.7.      Compensation and Reimbursement.

         (a)......The  Company  covenants and agrees to pay to the Trustee,  and
the Trustee shall be entitled to, such reasonable  compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust), as the Company and the Trustee may from time to time agree in
writing,  for all services  rendered by it in the execution of the trusts hereby
created  and in the  exercise  and  performance  of any of the powers and duties
hereunder of the Trustee,  and, except as otherwise  expressly  provided herein,
the  Company  shall  pay or  reimburse  the  Trustee  upon its  request  for all
reasonable expenses,  disbursements and advances incurred or made by the Trustee
in  accordance  with any of the  provisions  of this  Indenture  (including  the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ)  except any such expense,  disbursement
or advance as may arise from its  negligence  or bad  faith.  The  Company  also
covenants to indemnify  the Trustee (and its  officers,  agents,  directors  and
employees) for, and to hold it harmless against,  any loss, liability or expense
incurred without  negligence or bad faith on the part of the Trustee and arising
out of or in connection  with the  acceptance or  administration  of this trust,
including  the costs and  expenses  of  defending  itself  against  any claim of
liability in the premises.

         (b)......The  obligations  of the  Company  under this  Section  9.7 to
compensate  and  indemnify  the Trustee and to pay or reimburse  the Trustee for
expenses,  disbursements and advances shall constitute  additional  indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the  Debentures  upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Debentures.

         Section  9.8.  Reliance on Officers'  Certificate.  Except as otherwise
provided in Section 9.1,  whenever in the  administration  of the  provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or  established  prior to taking or  suffering  or  omitting  to take any
action  hereunder,  such matter  (unless  other  evidence in respect  thereof be
herein  specifically  prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee,  be deemed to be conclusively proved and established
by an Officers'  Certificate  delivered to the Trustee and such certificate,  in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken,  suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

         Section 9.9.  Disqualification;  Conflicting Interests.  If the Trustee
has or shall acquire any  "conflicting  interest"  within the meaning of Section
310(b) of the Trust  Indenture  Act,  the Trustee  and the Company  shall in all
respects  comply with the  provisions of Section  310(b) of the Trust  Indenture
Act.

         Section 9.10. Corporate Trustee Required;  Eligibility.  There shall at
all times be a Trustee with respect to the  Debentures  issued  hereunder  which
shall at all times be a corporation  organized and doing business under the laws
of the United  States or any state or  territory  thereof or of the  District of
Columbia,  or a corporation  or other Person  permitted to act as trustee by the
Commission,  authorized  under such laws to  exercise  corporate  trust  powers,
having a combined  capital and surplus of at least  $50,000,000,  and subject to
supervision  or  examination  by  federal,  state,  territorial,  or District of
Columbia authority.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining  authority,  then for the purposes of this Section 9.10,  the combined
capital  and  surplus  of such  corporation  shall be deemed to be its  combined
capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  The  Company  may not,  nor may any Person  directly  or  indirectly
controlling,  controlled by, or under common control with the Company,  serve as
Trustee.  In  case at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions of this Section 9.10,  the Trustee shall resign
immediately in the manner and with the effect specified in Section 9.11.

         Section 9.11.     Resignation and Removal; Appointment of Successor.

         (a)......The Trustee or any successor hereafter  appointed,  may at any
time resign by giving written notice thereof to the Company and by  transmitting
notice  of  resignation   by  mail,   first  class  postage   prepaid,   to  the
Debentureholders,  as their  names  and  addresses  appear  upon  the  Debenture
Register. Upon receiving such notice of resignation,  the Company shall promptly
appoint a successor trustee with respect to Debentures by written instrument, in
duplicate,  executed  by order  of the  Board  of  Directors,  one copy of which
instrument  shall be  delivered  to the  resigning  Trustee  and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted  appointment  within  30 days  after  the  mailing  of such  notice  of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction  for  the  appointment  of a  successor  trustee  with  respect  to
Debentures,  or  any  Debentureholder  who  has  been a bona  fide  holder  of a
Debenture or Debentures  for at least six months may,  subject to the provisions
of  Section  9.10,  on behalf of himself  or  herself  and all others  similarly
situated,  petition any such court for the  appointment of a successor  trustee.
Such court may  thereupon  after such notice,  if any, as it may deem proper and
prescribe, appoint a successor trustee.

         (b)......In case at any time any one of the following shall occur:

                  (i) the Trustee  shall fail to comply with the  provisions  of
         Section  9.9 after  written  request  therefor by the Company or by any
         Debentureholder  who has been a bona  fide  holder  of a  Debenture  or
         Debentures for at least six months; or

                  (ii) the Trustee shall cease to be eligible in accordance with
         the  provisions  of Section 9.10 and shall fail to resign after written
         request therefor by the Company or by any such Debentureholder; or

                  (iii) the Trustee shall become  incapable of acting,  or shall
         be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
         proceeding,  or a receiver of the Trustee or of its  property  shall be
         appointed or consented  to, or any public  officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation,  conservation or  liquidation;  then, in any such case,
         the Company may remove the Trustee with respect to all  Debentures  and
         appoint a  successor  trustee  by  written  instrument,  in  duplicate,
         executed  by  order  of the  Board  of  Directors,  one  copy of  which
         instrument shall be delivered to the Trustee so removed and one copy to
         the successor  trustee,  or, subject to the provisions of Section 9.10,
         unless the Trustee's duty to resign is stayed as provided  herein,  any
         Debentureholder  who has been a bona  fide  holder  of a  Debenture  or
         Debentures  for at least six months  may,  on behalf of that holder and
         all  others  similarly  situated,   petition  any  court  of  competent
         jurisdiction  for the removal of the Trustee and the  appointment  of a
         successor trustee.  Such court may thereupon after such notice, if any,
         as it may deem proper and  prescribe,  remove the Trustee and appoint a
         successor trustee.

         (c)......The holders of a majority in aggregate principal amount of the
Debentures  at the time  Outstanding  may at any time  remove the  Trustee by so
notifying  the Trustee and the Company and may appoint a successor  Trustee with
the consent of the Company.

         (d)......Any resignation or removal of the Trustee and appointment of a
successor  trustee  with  respect  to  the  Debentures  pursuant  to  any of the
provisions  of this Section  9.11 shall  become  effective  upon  acceptance  of
appointment by the successor trustee as provided in Section 9.12.

         Section 9.12.     Acceptance of Appointment by Successor.

         (a)......In  case of the appointment  hereunder of a successor  trustee
with respect to the  Debentures,  every  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  successor  trustee,  the  Company  shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor trustee all such rights, powers and trusts referred
to in paragraph (a) of this Section 9.12.

         (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 IX.

         (d)......Upon  acceptance  of  appointment  by a  successor  trustee as
provided  in this  Section  9.12,  the  Company  shall  transmit  notice  of the
succession of such trustee  hereunder by mail, first class postage  prepaid,  to
the  Debentureholders,  as their names and  addresses  appear upon the Debenture
Register.  If the Company  fails to transmit  such notice  within ten days after
acceptance of appointment by the successor trustee,  the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

         Section  9.13.  Merger,  Conversion,  Consolidation  or  Succession  to
Business.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder,  provided that such corporation shall be
qualified  under the provisions of Section 9.9 and eligible under the provisions
of Section 9.10, without the execution or filing of any paper or any further act
on the  part of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding.  In case any Debentures 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  Debentures  so  authenticated  with  the  same  effect  as if such
successor Trustee had itself authenticated such Debentures.

         Section 9.14.  Preferential  Collection of Claims  against the Company.
The  Trustee  shall  comply  with  Section  311(a) of the Trust  Indenture  Act,
excluding  any creditor  relationship  described in Section  311(b) of the Trust
Indenture  Act. A Trustee who has resigned or been  removed  shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

<PAGE>

                                   ARTICLE X.
                         CONCERNING THE DEBENTUREHOLDERS

         Section 10.1.     Evidence of Action by the Holders.

         (a)......Whenever  in this Indenture it is provided that the holders of
a  majority  or  specified  percentage  in  aggregate  principal  amount  of the
Debentures  may take any action  (including the making of any demand or request,
the giving of any notice,  consent or waiver or the taking of any other action),
the fact that at the time of taking any such action the holders of such majority
or specified  percentage  have joined therein may be evidenced by any instrument
or any  number of  instruments  of similar  tenor  executed  by such  holders of
Debentures in Person or by agent or proxy appointed in writing.

         (b)......If  the Company  shall solicit from the  Debentureholders  any
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action,   the  Company  may,  at  its  option,  as  evidenced  by  an  Officers'
Certificate,   fix  in  advance  a  record   date  for  the   determination   of
Debentureholders   entitled  to  give  such  request,   demand,   authorization,
direction,  notice,  consent, waiver or other action, but the Company shall have
no  obligation to do so. If such a record date is fixed,  such request,  demand,
authorization,  direction,  notice, consent, waiver or other action may be given
before or after the record date, but only the  Debentureholders of record at the
close of business on the record date shall be deemed to be Debentureholders  for
the purposes of determining whether Debentureholders of the requisite proportion
of  Outstanding  Debentures  have  authorized  or  agreed or  consented  to such
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action, and for that purpose the Outstanding  Debentures shall be computed as of
the record date;  provided,  however,  that no such authorization,  agreement or
consent by such  Debentureholders  on the record date shall be deemed  effective
unless it shall become  effective  pursuant to the  provisions of this Indenture
not later than six (6) months after the record date.

         Section 10.2.  Proof of Execution by the  Debentureholders.  Subject to
the  provisions of Section 9.1,  proof of the  execution of any  instrument by a
Debentureholder   (such   proof  shall  not   require   notarization)   or  such
Debentureholder's  agent or proxy and proof of the  holding by any Person of any
of the Debentures shall be sufficient if made in the following manner:

         (a)......The  fact and date of the  execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

         (b)......The  ownership of Debentures  shall be proved by the Debenture
Register of such  Debentures  or by a  certificate  of the  Debenture  Registrar
thereof.

         (c)......The  Trustee may require such  additional  proof of any matter
referred to in this Section 10.2 as
it shall deem necessary.

         Section 10.3.  Who May be Deemed Owners.  Prior to the due  presentment
for  registration of transfer of any Debenture,  the Company,  the Trustee,  any
Paying Agent, any Authenticating  Agent and any Debenture Registrar may deem and
treat the Person in whose name such Debenture shall be registered upon the books
of the  Company as the  absolute  owner of such  Debenture  (whether or not such
Debenture  shall be  overdue  and  notwithstanding  any notice of  ownership  or
writing  thereon  made by anyone  other than the  Debenture  Registrar)  for the
purpose of receiving  payment of or on account of the  principal of and interest
on such  Debenture  (subject  to Section  2.3) and for all other  purposes;  and
neither the Company nor the Trustee nor any Paying Agent nor any  Authenticating
Agent  nor any  Debenture  Registrar  shall be  affected  by any  notice  to the
contrary.

         Section  10.4.  Certain  Debentures  Owned by Company  Disregarded.  In
determining  whether the holders of the requisite  aggregate principal amount of
the Debentures  have  concurred in any  direction,  consent or waiver under this
Indenture,  the Debentures that are owned by the Company or any other obligor on
the Debentures or by any Person directly or indirectly controlling or controlled
by or under  common  control  with  the  Company  or any  other  obligor  on the
Debentures shall be disregarded and deemed not to be Outstanding for the purpose
of any such  determination,  except  that  (a) for the  purpose  of  determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Debentures that the Trustee actually knows are so owned shall be
so  disregarded;  and (b) for purposes of this Section 10.4,  the Trust shall be
deemed not to be  controlled by the Company.  The  Debentures so owned that have
been  pledged in good faith may be regarded as  Outstanding  for the purposes of
this Section  10.4, if the pledgee shall  establish to the  satisfaction  of the
Trustee the pledgee's  right so to act with respect to such  Debentures and that
the pledgee is not a Person directly or indirectly  controlling or controlled by
or under  direct or indirect  common  control with the Company or any such other
obligor.  In case of a dispute as to such  right,  any  decision  by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

         Section 10.5.  Actions Binding on the Future  Debentureholders.  At any
time prior to (but not after) the  evidencing  to the  Trustee,  as  provided in
Section  10.1,  of the taking of any action by the  holders of the  majority  or
percentage in aggregate  principal  amount of the  Debentures  specified in this
Indenture  in  connection  with such action,  any holder of a Debenture  that is
shown by the evidence to be included in the Debentures the holders of which have
consented to such action may, by filing  written  notice with the  Trustee,  and
upon proof of holding as provided in Section 10.2,  revoke such action so far as
concerns such Debenture. Except as aforesaid any such action taken by the holder
of any Debenture  shall be conclusive  and binding upon such holder and upon all
future  holders and owners of such  Debenture,  and of any  Debenture  issued in
exchange  therefor,  on  registration  of transfer  thereof or in place thereof,
irrespective  of whether or not any notation in regard thereto is made upon such
Debenture.  Any action  taken by the holders of the  majority or  percentage  in
aggregate  principal  amount of the  Debentures  specified in this  Indenture in
connection with such action shall be conclusively  binding upon the Company, the
Trustee and the holders of all the Debentures.

                                   ARTICLE XI.
                             SUPPLEMENTAL INDENTURES

         Section  11.1.  Supplemental  Indentures  without  the  Consent  of the
Debentureholders. In addition to any supplemental indenture otherwise authorized
by this Indenture,  the Company and the Trustee may from time to time and at any
time enter into an  indenture or  indentures  supplemental  hereto  (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Debentureholders, for one or more of the following purposes:

         (a)......to cure any ambiguity,  defect, or inconsistency herein, or in
the Debentures;

         (b)......to provide for uncertificated  Debentures in addition to or in
place of certificated Debentures;

         (c)......to  add to the covenants of the Company for the benefit of the
holders  of all or any of the  Debentures  or to  surrender  any  right or power
herein conferred upon the Company;

         (d)......to  make any change that does not adversely  affect the rights
of any Debentureholder in any material respect;

         (e)......to  qualify or maintain the  qualification  of this  Indenture
under the Trust Indenture Act; or

         (f)......to evidence a consolidation or merger involving the Company as
permitted under Section 12.1.

         The  Trustee  is  hereby  authorized  to join with the  Company  in the
execution  of  any  such  supplemental  indenture,   and  to  make  any  further
appropriate  agreements and stipulations that may be therein contained,  but the
Trustee  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.  Any supplemental  indenture  authorized by the provisions of this
Section 11.1 may be executed by the Company and the Trustee  without the consent
of the holders of any of the Debentures at the time Outstanding, notwithstanding
any of the provisions of Section 11.2.

         Section   11.2.   Supplemental   Indentures   with   Consent   of   the
Debentureholders.  With the consent  (evidenced  as provided in Section 10.1) of
the holders of not less than a majority  in  aggregate  principal  amount of the
Debentures  at the time  Outstanding,  the  Company,  when  authorized  by Board
Resolutions, and the Trustee may from time to time and at any time enter into an
indenture  or  indentures  supplemental  hereto  (which  shall  conform  to  the
provisions  of the Trust  Indenture  Act as then in effect)  for the  purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any  manner  not  covered  by  Section  11.1 the  rights of the  holders  of the
Debentures under this Indenture;  provided,  however,  that no such supplemental
indenture  shall  without  the  consent of the  holders of each  Debenture  then
Outstanding  and  affected  thereby,  (a)  extend  the  fixed  maturity  of  any
Debentures,  reduce the principal  amount thereof,  or reduce the rate or extend
the time of payment of interest thereon; or (b) reduce the aforesaid  percentage
of  Debentures,  the  holders  of which  are  required  to  consent  to any such
supplemental indenture; provided further, that if the Debentures are held by the
Trust or a  trustee  of the  Trust,  such  supplemental  indenture  shall not be
effective  until the holders of a majority in  liquidation  preference  of Trust
Securities  of the Trust shall have  consented to such  supplemental  indenture;
provided  further,  that if the Debentures are held by the Trust or a trustee of
the Trust and if the  consent of the  holder of each  Outstanding  Debenture  is
required,  such supplemental  indenture shall not be effective until each holder
of the Trust  Securities of the Trust shall have consented to such  supplemental
indenture.  It shall not be  necessary  for the consent of the  Debentureholders
affected  thereby under this Section 11.2 to approve the particular  form of any
proposed  supplemental  indenture,  but it shall be  sufficient  if such consent
shall approve the substance thereof.

         Section 11.3. Effect of Supplemental Indentures.  Upon the execution of
any supplemental  indenture  pursuant to the provisions of this Article XI, this
Indenture  shall be and be deemed  to be  modified  and  amended  in  accordance
therewith and the respective rights, limitations of rights, obligations,  duties
and immunities under this Indenture of the Trustee,  the Company and the holders
of Debentures shall thereafter be determined,  exercised and enforced  hereunder
subject in all respects to such modifications and amendments,  and all the terms
and conditions of any such  supplemental  indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

         Section 11.4. The Debentures Affected by Supplemental  Indentures.  The
Debentures  affected by a supplemental  indenture,  authenticated  and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article XI, may bear a notation in form  approved by the Company,  provided
such form meets the  requirements  of any exchange upon which the Debentures may
be listed, as to any matter provided for in such supplemental  indenture. If the
Company shall so  determine,  new  Debentures so modified as to conform,  in the
opinion of the Board of Directors of the Company,  to any  modification  of this
Indenture  contained in any such  supplemental  indenture may be prepared by the
Company,  authenticated  by the  Trustee  and  delivered  in  exchange  for  the
Debentures then Outstanding.

         Section 11.5.     Execution of Supplemental Indentures.

         (a)......Upon  the  request of the  Company,  accompanied  by its Board
Resolutions  authorizing the execution of any such supplemental  indenture,  and
upon  the  filing   with  the   Trustee  of  evidence  of  the  consent  of  the
Debentureholders  required to consent  thereto as  aforesaid,  the Trustee shall
join with the Company in the  execution of such  supplemental  indenture  unless
such  supplemental  indenture  affects  the  Trustee's  own  rights,  duties  or
immunities  under this Indenture or otherwise,  in which case the Trustee may in
its  discretion  but  shall not be  obligated  to enter  into such  supplemental
indenture.  The Trustee,  subject to the provisions of Sections 9.1, may receive
an Opinion of Counsel as  conclusive  evidence that any  supplemental  indenture
executed pursuant to this Article XI is authorized or permitted by, and conforms
to, the terms of this Article XI and that it is proper for the Trustee under the
provisions of this Article XI to join in the execution thereof.

         (b)......Promptly after the execution by the Company and the Trustee of
any supplemental  indenture pursuant to the provisions of this Section 11.5, the
Trustee shall transmit by mail, first class postage prepaid,  a notice,  setting
forth in general  terms the  substance of such  supplemental  indenture,  to the
Debentureholders  as  their  names  and  addresses  appear  upon  the  Debenture
Register. Any failure of the Trustee to mail such notice, or any defect therein,
shall  not,  however,  in any way  impair or  affect  the  validity  of any such
supplemental indenture.

                                  ARTICLE XII.
                              SUCCESSOR CORPORATION

         Section 12.1. The Company may Consolidate,  Etc.  Nothing  contained in
this Indenture or in any of the Debentures  shall prevent any  consolidation  or
merger  of the  Company  with or into  any  other  corporation  or  corporations
(whether or not affiliated with the Company,  as the case may be), or successive
consolidations  or  mergers  in which  the  Company,  as the case may be, or its
successor or successors shall be a party or parties,  or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company, as the
case may be, or its successor or successors as an entirety,  or substantially as
an  entirety,  to any other  corporation  (whether  or not  affiliated  with the
Company,  as the case may be, or its  successor  or  successors)  authorized  to
acquire  and  operate  the same;  provided,  however,  that the  Company  hereby
covenants  and  agrees  that  (a) upon any  such  consolidation,  merger,  sale,
conveyance,  transfer or other disposition, the due and punctual payment, in the
case of the Company,  of the principal of and interest on all of the Debentures,
according to their tenor and the due and punctual  performance and observance of
all the  covenants and  conditions of this  Indenture to be kept or performed by
the Company as the case may be,  shall be  expressly  assumed,  by  supplemental
indenture  (which shall conform to the provisions of the Trust Indenture Act, as
then in effect)  satisfactory  in form to the Trustee  executed and delivered to
the  Trustee  by the  entity  formed by such  consolidation,  or into  which the
Company,  as the case may be,  shall have been  merged,  or by the entity  which
shall have acquired such property;  (b) in case the Company consolidates with or
merges into another  Person or conveys or transfers  its  properties  and assets
substantially  as an entirety to any Person,  the successor  Person is organized
under the laws of the United  States or any state or the  District of  Columbia;
and (c)  immediately  after giving effect thereto,  an Event of Default,  and no
event  which,  after  notice or lapse of time or both,  would become an Event of
Default, shall have occurred and be continuing.

         Section 12.2.     Successor Corporation Substituted.

         (a)......In case of any such consolidation,  merger, sale,  conveyance,
transfer  or  other  disposition  and  upon  the  assumption  by  the  successor
corporation,  by supplemental  indenture,  executed and delivered to the Trustee
and satisfactory in form to the Trustee,  of the due and punctual payment of the
principal of and interest on all of the Debentures  Outstanding  and the due and
punctual performance of all of the covenants and conditions of this Indenture to
be performed by the Company,  such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named as the
Company herein and thereupon the  predecessor  corporation  shall be relieved of
all obligations and covenants under this Indenture and the Debentures.

         (b)......In case of any such consolidation,  merger, sale,  conveyance,
transfer or other  disposition  such changes in phraseology and form (but not in
substance)  may be made in the  Debentures  thereafter  to be  issued  as may be
appropriate.  (c)......Nothing  contained  in  this  Indenture  or in any of the
Debentures  shall  prevent the Company  from merging into itself or acquiring by
purchase or  otherwise,  all or any part of, the  property  of any other  Person
(whether or not affiliated with the Company).

         Section 12.3. Evidence of Consolidation,  Etc. to Trustee. The Trustee,
subject to the  provisions  of Section 9.1, may receive an Opinion of Counsel as
conclusive  evidence  that any such  consolidation,  merger,  sale,  conveyance,
transfer  or  other  disposition,  and any  such  assumption,  comply  with  the
provisions of this Article XII.

                                  ARTICLE XIII.
                           SATISFACTION AND DISCHARGE

         Section 13.1.  Satisfaction and Discharge of Indenture. If at any time:
(a) the  Company  shall have  delivered  to the  Trustee  for  cancellation  all
Debentures theretofore  authenticated (other than any Debentures that shall have
been  destroyed,  lost or stolen and that shall  have been  replaced  or paid as
provided  in  Section  2.9)  and all  Debentures  for  whose  payment  money  or
Governmental  Obligations have theretofore been deposited in trust or segregated
and held in  trust by the  Company  (and  thereupon  repaid  to the  Company  or
discharged  from such  trust,  as  provided  in Section  13.5);  or (b) all such
Debentures not theretofore  delivered to the Trustee for cancellation shall have
become due and payable,  or are by their terms to become due and payable  within
one year or are to be called for redemption  within one year under  arrangements
satisfactory  to the  Trustee  for the giving of notice of  redemption,  and the
Company shall  deposit or cause to be deposited  with the Trustee as trust funds
the  entire  amount in  moneys  or  Governmental  Obligations  sufficient,  or a
combination thereof sufficient,  in the opinion of a nationally  recognized firm
of independent public accountants  expressed in a written  certification thereof
delivered to the Trustee,  to pay at maturity or upon  redemption all Debentures
not theretofore  delivered to the Trustee for cancellation,  including principal
and  interest  due or to become due to such date of  maturity  or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company;  then this Indenture shall
thereupon  cease to be of further  effect except for the  provisions of Sections
2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.7 and 9.10, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 9.6 and 13.5, that
shall  survive to such date and  thereafter,  and the Trustee,  on demand of the
Company  and at the  cost and  expense  of the  Company,  shall  execute  proper
instruments acknowledging satisfaction of and discharging this Indenture.

         Section 13.2.  Discharge of Obligations.  If at any time all Debentures
not heretofore delivered to the Trustee for cancellation or that have not become
due and payable as described in Section 13.1 shall have been paid by the Company
by depositing irrevocably with the Trustee as trust funds moneys or an amount of
Governmental  Obligations  sufficient in the opinion of a nationally  recognized
certified  public  accounting  firm to pay at  maturity or upon  redemption  all
Debentures not theretofore delivered to the Trustee for cancellation,  including
principal  and  interest  due or to become due to such date of  maturity or date
fixed for  redemption,  as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company, then after the
date such moneys or Governmental Obligations,  as the case may be, are deposited
with the Trustee,  the  obligations  of the Company under this  Indenture  shall
cease to be of further  effect  except for the  provisions of Sections 2.3, 2.7,
2.9, 5.1, 5.2, 5.3, 9.6, 9.7, 9.10 and 13.5 hereof that shall survive until such
Debentures  shall  mature and be paid.  Thereafter,  Sections 9.6 and 13.5 shall
survive.

         Section  13.3.  Deposited  Moneys  to be Held in Trust.  All  monies or
Governmental Obligations deposited with the Trustee pursuant to Sections 13.1 or
13.2 shall be held in trust and shall be  available  for payment as due,  either
directly or through any Paying Agent  (including  the Company  acting as its own
Paying Agent), to the holders of the Debentures for the payment or redemption of
which such  moneys or  Governmental  Obligations  have been  deposited  with the
Trustee.

         Section 13.4.  Payment Of Monies Held by Paying  Agents.  In connection
with  the  satisfaction   and  discharge  of  this  Indenture,   all  moneys  or
Governmental  Obligations  then held by any Paying Agent under the provisions of
this  Indenture  shall,  upon demand of the Company,  be paid to the Trustee and
thereupon  such Paying Agent shall be released from all further  liability  with
respect to such moneys or Governmental Obligations.

         Section  13.5.  Repayment  to the Company.  Any monies or  Governmental
Obligations  deposited with any Paying Agent or the Trustee, or then held by the
Company in trust, for payment of principal of or interest on the Debentures that
are not applied but remain  unclaimed by the holders of such  Debentures  for at
least two years after the date upon which the  principal  of or interest on such
Debentures shall have  respectively  become due and payable,  shall be repaid to
the Company,  as the case may be, on May 31 of each year or (if then held by the
Company) shall be discharged from such trust; and thereupon the Paying Agent and
the Trustee  shall be released from all further  liability  with respect to such
moneys or  Governmental  Obligations,  and the  holder of any of the  Debentures
entitled to receive  such payment  shall  thereafter,  as an  unsecured  general
creditor, look only to the Company for the payment thereof.

                                  ARTICLE XIV.
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         Section 14.1. No Recourse.  No recourse  under or upon any  obligation,
covenant or agreement of this Indenture, or of the Debentures,  or for any claim
based  thereon  or  otherwise  in  respect  thereof,  shall be had  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such,  of the Company or of any  predecessor  or successor  corporation,  either
directly  or  through  the  Company  or  any  such   predecessor   or  successor
corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations  issued  hereunder are solely
corporate  obligations,  and that no such  personal  liability  whatever,  shall
attach  to, or is or shall be  incurred  by,  the  incorporators,  stockholders,
officers or directors as such, of the Company or of any predecessor or successor
corporation,  or any of them, because of the creation of the indebtedness hereby
authorized,  or under or by reason of the  obligations,  covenants or agreements
contained in this  Indenture or in any of the  Debentures or implied  therefrom;
and that any and all such personal liability of every name and nature, either at
common  law or in equity or by  constitution  or  statute,  and any and all such
rights and claims  against,  every such  incorporator,  stockholder,  officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations,  covenants or agreements  contained in
this  Indenture or in any of the  Debentures  or implied  therefrom,  are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Debentures.

                                   ARTICLE XV.
                            MISCELLANEOUS PROVISIONS

         Section 15.1.  Effect on  Successors  and Assigns.  All the  covenants,
stipulations,  promises  and  agreements  in this  Indenture  contained by or on
behalf of the Company shall bind its respective successors and assigns,  whether
so expressed or not.

         Section  15.2.  Actions  by  Successor.  Any act or  proceeding  by any
provision of this  Indenture  authorized  or required to be done or performed by
any  board,  committee  or  officer  of the  Company  shall  and may be done and
performed with like force and effect by the  corresponding  board,  committee or
officer of any  corporation  that shall at the time be the lawful sole successor
of the Company.

         Section  15.3.   Surrender  of  the  Company  Powers.  The  Company  by
instrument  in  writing  executed  by  appropriate  authority  of its  Board  of
Directors and delivered to the Trustee may surrender any of the powers  reserved
to the Company,  and thereupon such power so surrendered shall terminate both as
to the Company, as the case may be, and as to any successor corporation.

         Section 15.4.  Notices.  Except as otherwise  expressly provided herein
any notice or demand  that by any  provision  of this  Indenture  is required or
permitted  to be given or served by the Trustee or by the holders of  Debentures
to or on the  Company  may be given or served  by being  deposited  first  class
postage prepaid in a post-office  letterbox  addressed (until another address is
filed in writing by the  Company  with the  Trustee),  as  follows:  c/o INTRUST
Financial  Corporation,  105 North Main Street, Box One, Wichita,  Kansas 67202,
Attention:  Chief Executive Officer. Any notice, election,  request or demand by
the Company or any  Debentureholder  to or upon the  Trustee  shall be deemed to
have been  sufficiently  given or made,  for all  purposes,  if given or made in
writing at the Corporate Trust Office of the Trustee.

         Section 15.5. Governing Law. This Indenture and each Debenture shall be
deemed to be a contract  made under the internal laws of the State of Kansas and
for all purposes shall be construed in accordance with the laws of said State.

         Section 15.6.  Treatment of the Debentures as Debt. It is intended that
the Debentures  shall be treated as  indebtedness  and not as equity for federal
income tax purposes.  The provisions of this  Indenture  shall be interpreted to
further this intention.

         Section 15.7.     Compliance Certificates and Opinions.

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

         (b)......Each  certificate  or opinion of the Company  provided  for in
this  Indenture and  delivered to the Trustee with respect to compliance  with a
condition or covenant in this  Indenture  shall include (i) a statement that the
Person making such  certificate  or opinion has read such covenant or condition;
(ii) a  brief  statement  as to the  nature  and  scope  of the  examination  or
investigation   upon  which  the  statements  or  opinions   contained  in  such
certificate or opinion are based; (iii) a statement that, in the opinion of such
Person,  he or she has made such examination or investigation as, in the opinion
of such Person, 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 (iv)
a statement as to whether or not, in the opinion of such Person,  such condition
or covenant has been complied with.

         Section 15.8.  Payments on Business Days. In any case where the date of
maturity of interest or principal of any  Debenture or the date of redemption of
any Debenture shall not be a Business Day, then payment of interest or principal
may be made on the next  succeeding  Business Day with the same force and effect
as if made on the nominal date of maturity or redemption,  and no interest shall
accrue for the period after such nominal date.

         Section 15.9.  Conflict with Trust  Indenture Act. If and to the extent
that any provision of this  Indenture  limits,  qualifies or conflicts  with the
duties imposed by Sections 310 to 317,  inclusive,  of the Trust  Indenture Act,
such imposed duties shall control.

         Section  15.10.  Counterparts.  This  Indenture  may be executed in any
number  of  counterparts,   each  of  which  shall  be  an  original,  but  such
counterparts shall together constitute but one and the same instrument.

         Section 15.11. Separability.  In case any one or more of the provisions
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or  unenforceability  shall not affect any other provisions of this Indenture or
of the Debentures,  but this Indenture and the Debentures  shall be construed as
if such invalid or illegal or  unenforceable  provision had never been contained
herein or therein.

         Section  15.12.  Assignment.  The  Company  shall have the right at all
times to assign any of its respective rights or obligations under this Indenture
to a direct or indirect wholly owned  Subsidiary of the Company,  provided that,
in the event of any such  assignment,  the Company  shall remain  liable for all
such obligations.  Subject to the foregoing,  this Indenture is binding upon and
inures to the benefit of the parties thereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties thereto.

         Section 15.13.     Acknowledgment of Rights; Right of Setoff.

         (a)......The  Company acknowledges that, with respect to any Debentures
held by the Trust or a trustee of the Trust,  if the Property  Trustee  fails to
enforce its rights under this Indenture as the holder of the Debentures  held as
the assets of the Trust, any holder of Preferred  Securities may institute legal
proceedings  directly  against the Company to enforce  such  Property  Trustee's
rights under this  Indenture  without first  instituting  any legal  proceedings
against such Property Trustee or any other person or entity. Notwithstanding the
foregoing,  and notwithstanding  the provisions of Section 7.4(a)  hereof, if an
Event of Default has occurred and is continuing  and such event is  attributable
to the failure of the Company to pay principal or interest on the  Debentures on
the date such  principal  or  interest is  otherwise  payable (or in the case of
redemption,  on the redemption date), the Company  acknowledges that a holder of
Preferred  Securities  may directly  institute a proceeding  for  enforcement of
payment to such holder of the principal of or interest on the Debentures  having
a principal  amount equal to the aggregate  liquidation  amount of the Preferred
Securities of such holder on or after the  respective  due date specified in the
Debentures.

         (b)......Notwithstanding  anything to the  contrary  contained  in this
Indenture,  the  Company  shall  have the  right to  setoff  any  payment  it is
otherwise  required to make hereunder in respect of any Trust  Securities to the
extent  that the Company has  previously  made,  or is  concurrently  making,  a
payment to the holder of such Trust  Securities  under the Preferred  Securities
Guarantee or in connection  with a proceeding for  enforcement of payment of the
principal of or interest on the  Debentures  directly  brought by holders of any
Trust Securities.

         (c)......For  so  long  as  any  of  the  Preferred  Securities  remain
Outstanding,  if, upon an Event of Default,  the Property  Trustee  fails or the
holders of not less than 25% in principal  amount of the Outstanding  Debentures
fail to declare the principal of all of the Debentures to be immediately due and
payable,  the  holders of at least 25% in  liquidation  amount of the  Preferred
Securities then  Outstanding  shall have the right to make such declaration by a
notice in writing to the Depositor and the Property  Trustee;  and upon any such
declaration  such  principal  amount of and the  accrued  interest on all of the
Debentures shall become  immediately due and payable,  provided that the payment
of principal and interest on such  Debentures  shall remain  subordinated to the
extent provided in this Indenture.


                                  ARTICLE XVI.
                         SUBORDINATION OF THE DEBENTURES

         Section  16.1.  Agreement to  Subordinate.  The Company  covenants  and
agrees,  and each holder of the  Debentures  issued  hereunder by such  holder's
acceptance thereof likewise covenants and agrees,  that all the Debentures shall
be issued  subject to the  provisions  of this Article XVI; and each holder of a
Debenture,  whether upon original issue or upon transfer or assignment  thereof,
accepts and agrees to be bound by such provisions. The payment by the Company of
the principal of and interest on all the Debentures  issued  hereunder shall, to
the extent and in the manner  hereinafter set forth, be subordinated  and junior
in  right  of  payment  to  the  prior  payment  in  full  of all  Senior  Debt,
Subordinated   Debt  and   Additional   Senior   Obligations   of  the   Company
(collectively,  "Senior  Indebtedness")  to the extent provided herein,  whether
outstanding at the date of this Indenture or thereafter  incurred.  No provision
of this  Article  XVI shall  prevent the  occurrence  of any default or Event of
Default hereunder.

         Section 16.2.  Default on Senior Debt,  Subordinated Debt or Additional
Senior  Obligations.  In the event and during the continuation of any default by
the Company in the payment of principal,  premium, interest or any other payment
due on any Senior Indebtedness,  or in the event that the maturity of any Senior
Indebtedness has been accelerated because of a default, then, in either case, no
payment  shall be made by the Company with respect to the  principal  (including
redemption  payments)  of or  interest  on the  Debentures.  In the event  that,
notwithstanding the foregoing, any payment shall be received by the Trustee when
such payment is prohibited by the preceding  sentence of this Section 16.2, such
payment  shall be held in trust for the  benefit  of,  and shall be paid over or
delivered  to,  the  holders  of  Senior   Indebtedness   or  their   respective
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any of such Senior  Indebtedness may have been issued, as their respective
interests  may  appear,  but only to the extent  that the  holders of the Senior
Indebtedness (or their  representative or  representatives  or a trustee) notify
the Trustee in writing  within 90 days of such  payment of the amounts  then due
and owing on the Senior  Indebtedness  and only the  amounts  specified  in such
notice to the Trustee shall be paid to the holders of the Senior Indebtedness.

         Section 16.3.     Liquidation; Dissolution; Bankruptcy.

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

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

         (c)......For purposes of this Article XVI, the words "cash, property or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is subordinated at least to the extent provided in this Article XVI with respect
to the Debentures to the payment of all Senior Indebtedness, as the case may be,
that may at the time be outstanding,  provided that (i) such Senior Indebtedness
is  assumed  by  the  new   corporation,   if  any,   resulting  from  any  such
reorganization  or  readjustment;  and (ii) the  rights of the  holders  of such
Senior  Indebtedness  are not,  without the consent of such holders,  altered by
such  reorganization or readjustment.  The consolidation of the Company with, or
the merger of the  Company  into,  another  corporation  or the  liquidation  or
dissolution of the Company  following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms  and  conditions  provided  for in  Article  XII  shall  not be  deemed  a
dissolution,  winding-up, liquidation or reorganization for the purposes of this
Section 16.3 if such other corporation  shall, as a part of such  consolidation,
merger,  conveyance or transfer,  comply with the  conditions  stated in Article
XII.  Nothing in Section  16.2 or in this Section 16.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 9.7.

         Section 16.4.     Subrogation.

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

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

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

         Section 16.5. The Trustee to Effectuate  Subordination.  Each holder of
Debentures  by such  holder's  acceptance  thereof  authorizes  and  directs the
Trustee  on such  holder's  behalf to take such  action as may be  necessary  or
appropriate  to effectuate  the  subordination  provided in this Article XVI and
appoints  the  Trustee  such  holder's  attorney-in-fact  for any  and all  such
purposes.

         Section 16.6.     Notice by the Company.

         (a)......The  Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would  prohibit the
making  of  any  payment  of  monies  to or by the  Trustee  in  respect  of the
Debentures  pursuant to the provisions of this Article XVI.  Notwithstanding the
provisions  of this Article XVI or any other  provision of this  Indenture,  the
Trustee  shall not be charged with  knowledge of the existence of any facts that
would  prohibit  the  making of any  payment  of monies to or by the  Trustee in
respect of the Debentures pursuant to the provisions of this Article XVI, unless
and until a  Responsible  Officer of the  Trustee  shall have  received  written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any trustee  therefor;  and before the receipt of any such written  notice,
the Trustee,  subject to the provisions of Section 9.1, shall be entitled in all
respects  to assume that no such facts  exist;  provided,  however,  that if the
Trustee shall not have received the notice  provided for in this Section 16.6 at
least 2 Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including,  without limitation,  the payment
of the  principal  of or  interest  on any  Debenture),  then,  anything  herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority  to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within 2 Business Days prior to such date.

         (b)......The  Trustee,  subject to the provisions of Section 9.1, shall
be entitled to conclusively  rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior Indebtedness (or
a trustee on behalf of such holder) to establish that such notice has been given
by a holder  of such  Senior  Indebtedness  or a  trustee  on behalf of any such
holder or holders.  In the event that the Trustee  determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such  Senior  Indebtedness  to  participate  in any  payment or  distribution
pursuant to this  Article  XVI,  the Trustee may request  such Person to furnish
evidence to the reasonable  satisfaction of the Trustee as to the amount of such
Senior  Indebtedness  held by such  Person,  the extent to which such  Person is
entitled to  participate  in such  payment or  distribution  and any other facts
pertinent  to the rights of such Person  under this  Article  XVI,  and, if such
evidence  is not  furnished,  the  Trustee  may defer any payment to such Person
pending  judicial  determination  as to the right of such Person to receive such
payment.

         Section   16.7.   Rights  of  the   Trustee;   Holders  of  the  Senior
Indebtedness.

         (a)......The  Trustee in its  individual  capacity shall be entitled to
all  the  rights  set  forth  in  this  Article  XVI in  respect  of any  Senior
Indebtedness  at any time held by it, to the same extent as any other  holder of
Senior Indebtedness,  and nothing in this Indenture shall deprive the Trustee of
any of its  rights as such  holder.  The  Trustee's  right to  compensation  and
reimbursement  of  expenses  as set forth in Section 9.7 shall not be subject to
the subordination provisions of the Article XVI.

         (b)......With  respect to the holders of the Senior  Indebtedness,  the
Trustee  undertakes  to  perform or to observe  only such of its  covenants  and
obligations  as are  specifically  set forth in this Article XVI, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee.  The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 9.1, the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures,  the Company or any other Person money or assets to which any holder
of such Senior  Indebtedness  shall be entitled by virtue of this Article XVI or
otherwise.

         Section 16.8.     Subordination may not be Impaired.

         (a)......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 otherwise be charged with.

         (b)......Without in any way limiting the generality of Section 16.8(a),
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
Debentures,  without  incurring  responsibility to the holders of the Debentures
and without  impairing or releasing the  subordination  provided in this Article
XVI or the obligations hereunder of the holders of the Debentures to the holders
of such Senior Indebtedness, do any one or more of the following: (i) change the
manner,  place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness,  or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument  evidencing the same or any agreement
under  which such  Senior  Indebtedness  is  outstanding;  (ii) sell,  exchange,
release or  otherwise  deal with any  property  pledged,  mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the  collection  of such Senior  Indebtedness;  and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.

<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.

                                       INTRUST FINANCIAL CORPORATION



                                       By: _____________________________________
                                       Name:  C. Q. Chandler
                                       Title:  Chairman of the Board and
                                                      Chief Executive Officer

Attest:



         .........                    





                                       STATE STREET BANK AND TRUST COMPANY,
                                       as trustee



                                       By: _____________________________________
                                       Name:
                                       Title:
Attest:



         .........                          

<PAGE>

STATE OF KANSAS...         )
         .........         ) ss
COUNTY OF __________       )

         On this 21st day of January,  1998,  before me appeared C. Q. Chandler,
to me  personally  known,  who,  being by me duly sworn,  did say that he is the
Chairman  of  the  Board  and  Chief  Executive  Officer  of  INTRUST  FINANCIAL
CORPORATION,  and that the seal affixed to said instrument is the corporate seal
of said corporation, and that said instrument was signed and sealed in behalf of
said  corporation by authority of its board of directors and said C. Q. Chandler
acknowledged said instrument to be the free act and deed of said corporation.

         In  testimony  whereof  I have  hereunto  set my hand  and  affixed  my
official  seal at my office in said county and state the day and year last above
written.



                                                     Notary Public

                                                     My term expires:          
         [seal]


COMMONWEALTH OF MASSACHUSETTS       )
         .........                  ) ss
COUNTY OF SUFFOLK.                  )

         On   this   21st   day   of   January,   1998,   before   me   appeared
___________________,  to me personally  known,  who, being by me duly sworn, did
say that he is the _____________________ of STATE STREET BANK AND TRUST COMPANY,
and that the seal  affixed  to said  instrument  is the  corporate  seal of said
corporation,  and that said  instrument  was signed and sealed in behalf of said
corporation    by   authority    of   its   board   of   directors    and   said
_____________________________,  acknowledged  said instrument to be the free act
and deed of said corporation.

         In  testimony  whereof  I have  hereunto  set my hand  and  affixed  my
official seal at my office in said county and commonwealth the day and year last
above written.


                                                                               
                                                     Notary Public

                                                     My term expires:           
         [seal]
<PAGE>


                                    EXHIBIT A

                           (Form of Face of Debenture)



     No. 1........                                                $59,278,375

     CUSIP No. 46120F AA 2

                          INTRUST FINANCIAL CORPORATION

                          8.24% SUBORDINATED DEBENTURE

                              DUE January 31, 2028

         INTRUST  Financial  Corporation,  a Kansas  corporation (the "Company,"
which term includes any successor  corporation  under the Indenture  hereinafter
referred to), for value  received,  hereby  promises to pay to State Street Bank
and Trust Company as Property  Trustee for INTRUST  Capital Trust, or registered
assigns,  the  principal sum of Fifty Nine  Million,  Two Hundred  Seventy Eight
Thousand Three Hundred  Seventy Five Dollars  ($59,278,375)  on January 31, 2028
(the  "Stated  Maturity"),  and to pay  interest  on  said  principal  sum  from
January 21, 1998, or from the most recent interest payment date (each such date,
an "Interest  Payment  Date") to which  interest has been paid or duly  provided
for, quarterly (subject to deferral as set forth herein) in arrears on March 31,
June 30, September 30 and December 31 of each year commencing March 31, 1998, at
the rate of 8.24% per annum until the principal hereof shall have become due and
payable,  and on any overdue principal and (without  duplication) on any overdue
installment  of interest at the same rate per annum  compounded  quarterly.  The
amount of interest payable on any Interest Payment Date shall be computed on the
basis of a 360-day year of twelve 30-day months.  The amount of interest for any
partial period shall be computed on the basis of the number of days elapsed in a
360-day  year of  twelve  30-day  months.  In the  event  that any date on which
interest is payable on this  Debenture  is not a business  day,  then payment of
interest payable on such date shall be made on the next succeeding day that is a
Business  Day (as defined in the  Indenture)  (and without any interest or other
payment in respect of any such  delay) with the same force and effect as if made
on such date. The interest  installment so payable,  and punctually paid or duly
provided for, on any Interest  Payment Date shall, as provided in the Indenture,
be paid to the person in whose name this  Debenture (or one or more  Predecessor
Debentures, as defined in said Indenture) is registered at the close of business
on the regular  record date for such  interest  installment,  which shall be the
close of business on the fifteenth day of the last month of the calendar quarter
in which the  Interest  Payment  Date occurs  unless  otherwise  provided in the
Indenture.  The principal of and the interest on this Debenture shall be payable
at the office or agency of the Trustee  maintained  for that purpose in any coin
or currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided,  however, that payment
of  interest  may be made at the option of the  Company  by check  mailed to the
registered  holder at such  address as shall appear in the  Debenture  Register.
Notwithstanding  the  foregoing,  so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such  place and to such  account  as may be  designated  by the
Trustee.

         This  Debenture  may be redeemed at any time by the Company on any date
not earlier than January 31, 2003,  subject to the Company having received prior
approval  of the  Federal  Reserve if then  required  under  applicable  capital
guidelines or policies of the Federal Reserve. Such date may also be extended at
any time at the election of the Company for one or more periods, but in no event
to a date later than January 31, 2037, subject to certain limitations  described
in the Indenture.

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

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

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

<PAGE>

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

Dated:  January 21, 1998



                                          INTRUST FINANCIAL CORPORATION



                                           By:                                 
                                              Name:  C. Q. Chandler
                                              Title:  Chairman of the Board and
                                                         Chief Executive Officer
     Attest:



     By: _____________________________
         Name:
         Title:
<PAGE>


                     [Form of Certificate of Authentication]

                          CERTIFICATE OF AUTHENTICATION

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



Dated:

STATE STREET BANK AND TRUST COMPANY,        _____________________________
as Trustee........                          or       Authenticating Agent


By: _______________________________         By: __________________________
         .........Authorized Signatory


<PAGE>

                         [Form of Reverse of Debenture]

                          8.24% SUBORDINATED DEBENTURE

                                   (CONTINUED)

         This  Debenture is one of the  subordinated  debentures  of the Company
(herein sometimes referred to as the  "Debentures"),  all issued or to be issued
under  and  pursuant  to  an  Indenture  dated  as  of  January  21,  1998  (the
"Indenture")  duly executed and  delivered  between the Company and State Street
Bank and Trust Company, as Trustee (the "Trustee"), to which Indenture reference
is  hereby  made  for a  description  of  the  rights,  limitations  of  rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the holders of the Debentures. The Debentures are limited in aggregate principal
amount as specified in the Indenture.

         The  Company  shall  have the  right as set forth in the  Indenture  to
redeem this Debenture at the option of the Company,  without premium or penalty,
in  whole  or in part at any time on or after  January  31,  2003 (an  "Optional
Redemption"),  or at any time in certain  circumstances upon the occurrence of a
Special  Event  (as  defined  in the  Indenture),  at a  redemption  price  (the
"Redemption  Price")  equal  to 100% of the  principal  amount  hereof  plus any
accrued  but  unpaid  interest  hereon,  to the  date of such  redemption,  plus
Additional Payments,  if any. Any redemption pursuant to this paragraph shall be
made upon not less than 30 days nor more than 60 days notice,  at the Redemption
Price. The Redemption Price shall be paid at the time and in the manner provided
therefor in the Indenture.  If the Debentures are only partially redeemed by the
Company pursuant to an Optional Redemption, the Debentures shall be redeemed pro
rata or by lot or by any other  method  utilized by the Trustee as  described in
the Indenture.  In the event of an Optional Redemption of this Debenture in part
only, a new Debenture or Debentures for the  unredeemed  portion hereof shall be
issued in the name of the holder hereof upon the cancellation hereof.

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

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

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

         The  Company,  as further  described in the  Indenture,  shall have the
right at any time  during  the term of the  Debentures  and from time to time to
defer  payments of interest by  extending  the interest  payment  period of such
Debentures for up to 20 consecutive quarters (each, an "Extension  Period"),  at
the  end  of  which  period  the  Company  shall  calculate  (and  deliver  such
calculation  to the Trustee) and pay all interest then accrued and unpaid on the
Debentures,  including  any  Additional  Payments  and  Compounded  Interest (as
defined in the Indenture and together,  the "Deferred  Payments")  that shall be
payable to the  holders of the  Debentures  in whose  names the  Debentures  are
registered in the  Debenture  Register on the first record date after the end of
the Extension Period.  Before the termination of any such Extension Period,  the
Company may further extend such Extension  Period,  provided that such Extension
Period  together  with all such further  extensions  thereof shall not exceed 20
consecutive  quarters.  At the termination of any such Extension Period and upon
the payment of all  Deferred  Payments  then due, the Company may commence a new
Extension Period.

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

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

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

         The Debentures are issuable only in registered  form without coupons in
denominations  of  $25  and  any  integral   multiple  thereof  (or  such  other
denominations  and any integral  multiple  thereof as may be deemed necessary by
the Company for the purpose of maintaining the eligibility of the Debentures for
listing on the American Stock Exchange, Inc. or any successor thereto).

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