EXHIBIT 4.1

                              PAB BANKSHARES INC.

                                    as Issuer



                                    INDENTURE

                          Dated as of November 28, 2001



                            WILMINGTON TRUST COMPANY

                                   as Trustee


           FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2031



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                                    TABLE OF CONTENTS

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                                       ARTICLE I
                                      DEFINITIONS

Section 1.01     Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .     1

                                       ARTICLE II
                                    DEBT SECURITIES

Section 2.01     Authentication and Dating . . . . . . . . . . . . . . . . . . .     8
Section 2.02     Form of Trustee's Certificate of Authentication . . . . . . . .     9
Section 2.03     Form and Denomination of Debt Securities. . . . . . . . . . . .     9
Section 2.04     Execution of Debt Securities. . . . . . . . . . . . . . . . . .    10
Section 2.05     Exchange and Registration of Transfer of Debt Securities. . . .    10
Section 2.06     Mutilated, Destroyed, Lost or Stolen Debt Securities. . . . . .    13
Section 2.07     Temporary Debt Securities . . . . . . . . . . . . . . . . . . .    13
Section 2.08     Payment of Interest . . . . . . . . . . . . . . . . . . . . . .    14
Section 2.09     Cancellation of Debt Securities Paid, etc . . . . . . . . . . .    15
Section 2.10     Computation of Interest . . . . . . . . . . . . . . . . . . . .    15
Section 2.11     Extension of Interest Payment Period. . . . . . . . . . . . . .    17
Section 2.12     CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . .    18

                                     ARTICLE III
                          PARTICULAR COVENANTS OF THE COMPANY

Section 3.01     Payment of Principal, Premium and Interest; Agreed Treatment of
                 the Debt Securities . . . . . . . . . . . . . . . . . . . . . .    18
Section 3.02     Offices for Notices and Payments, etc . . . . . . . . . . . . .    19
Section 3.03     Appointments to Fill Vacancies in Trustee's Office. . . . . . .    19
Section 3.04     Provision as to Paying Agent. . . . . . . . . . . . . . . . . .    19
Section 3.05     Certificate to Trustee. . . . . . . . . . . . . . . . . . . . .    20
Section 3.06     Additional Interest . . . . . . . . . . . . . . . . . . . . . .    20
Section 3.07     Compliance with Consolidation Provisions. . . . . . . . . . . .    21
Section 3.08     Limitation on Dividends . . . . . . . . . . . . . . . . . . . .    21
Section 3.09     Covenants as to the Trust . . . . . . . . . . . . . . . . . . .    22

                                      ARTICLE IV
                    LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 4.01     Securityholders' Lists. . . . . . . . . . . . . . . . . . . . .    22


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Section 4.02     Preservation and Disclosure of Lists. . . . . . . . . . . . . .    22

                                      ARTICLE V
              REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
                                       DEFAULT

Section 5.01     Events of Default . . . . . . . . . . . . . . . . . . . . . . .    24
Section 5.02     Payment of Debt Securities on Default; Suit Therefor. . . . . .    25
Section 5.03     Application of Moneys Collected by Trustee. . . . . . . . . . .    27
Section 5.04     Proceedings by Securityholders. . . . . . . . . . . . . . . . .    27
Section 5.05     Proceedings by Trustee. . . . . . . . . . . . . . . . . . . . .    28
Section 5.06     Remedies Cumulative and Continuing. . . . . . . . . . . . . . .    28
Section 5.07     Direction of Proceedings and Waiver of Defaults by Majority
                 of Securityholders. . . . . . . . . . . . . . . . . . . . . . .    28
Section 5.08     Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . .    29
Section 5.09     Undertaking to Pay Costs. . . . . . . . . . . . . . . . . . . .    29

                                       ARTICLE VI
                                CONCERNING THE TRUSTEE

Section 6.01     Duties and Responsibilities of Trustee. . . . . . . . . . . . .    30
Section 6.02     Reliance on Documents, Opinions, etc. . . . . . . . . . . . . .    31
Section 6.03     No Responsibility for Recitals, etc . . . . . . . . . . . . . .    32
Section 6.04     Trustee, Authenticating Agent, Paying Agents, Transfer
                 Agents or Registrar May Own Debt Securities . . . . . . . . . .    32
Section 6.05     Moneys to be Held in Trust. . . . . . . . . . . . . . . . . . .    32
Section 6.06     Compensation and Expenses of Trustee. . . . . . . . . . . . . .    32
Section 6.07     Officers' Certificate as Evidence . . . . . . . . . . . . . . .    33
Section 6.08     Eligibility of Trustee. . . . . . . . . . . . . . . . . . . . .    33
Section 6.09     Resignation or Removal of Trustee . . . . . . . . . . . . . . .    34
Section 6.10     Acceptance by Successor Trustee . . . . . . . . . . . . . . . .    35
Section 6.11     Succession by Merger, etc . . . . . . . . . . . . . . . . . . .    36
Section 6.12     Authenticating Agents . . . . . . . . . . . . . . . . . . . . .    37

                                     ARTICLE VII
                             CONCERNING THE SECURITYHOLDERS

Section 7.01     Action by Securityholders . . . . . . . . . . . . . . . . . . .    38
Section 7.02     Proof of Execution by Securityholders . . . . . . . . . . . . .    38
Section 7.03     Who Are Deemed Absolute Owners. . . . . . . . . . . . . . . . .    39


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Section 7.04     Debt Securities Owned by Company Deemed Not Outstanding . . . .    39
Section 7.05     Revocation of Consents; Future Holders Bound. . . . . . . . . .    39

                                      ARTICLE VIII
                                SECURITYHOLDERS' MEETINGS

Section 8.01     Purposes of Meetings. . . . . . . . . . . . . . . . . . . . . .    40
Section 8.02     Call of Meetings by Trustee . . . . . . . . . . . . . . . . . .    40
Section 8.03     Call of Meetings by Company or Securityholders. . . . . . . . .    41
Section 8.04     Qualifications for Voting . . . . . . . . . . . . . . . . . . .    41
Section 8.05     Regulations . . . . . . . . . . . . . . . . . . . . . . . . . .    41
Section 8.06     Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
Section 8.07     Quorum; Actions . . . . . . . . . . . . . . . . . . . . . . . .    42

                                       ARTICLE IX
                                SUPPLEMENTAL INDENTURES

Section 9.01     Supplemental Indentures without Consent of Securityholders. . .    43
Section 9.02     Supplemental Indentures with Consent of Securityholders . . . .    44
Section 9.03     Effect of Supplemental Indentures . . . . . . . . . . . . . . .    45
Section 9.04     Notation on Debt Securities . . . . . . . . . . . . . . . . . .    45
Section 9.05     Evidence of Compliance of Supplemental Indenture to be
                 Furnished to Trustee. . . . . . . . . . . . . . . . . . . . . .    46

                                        ARTICLE X
                                REDEMPTION OF SECURITIES

Section 10.01     Optional Redemption. . . . . . . . . . . . . . . . . . . . . .    46
Section 10.02     Special Event Redemption . . . . . . . . . . . . . . . . . . .    46
Section 10.03     Notice of Redemption; Selection of Debt Securities . . . . . .    46
Section 10.04     Payment of Debt Securities Called for Redemption . . . . . . .    47

                                       ARTICLE XI
                    CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01     Company May Consolidate, etc., on Certain Terms. . . . . . . .    48
Section 11.02     Successor Entity to be Substituted . . . . . . . . . . . . . .    48
Section 11.03     Opinion of Counsel to be Given to Trustee. . . . . . . . . . .    49

                                      ARTICLE XII
                        SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.01     Discharge of Indenture . . . . . . . . . . . . . . . . . . . .    49
Section 12.02     Deposited Moneys to be Held in Trust by Trustee. . . . . . . .    49


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Section 12.03     Paying Agent to Repay Moneys Held. . . . . . . . . . . . . . .    50
Section 12.04     Return of Unclaimed Moneys . . . . . . . . . . . . . . . . . .    50

                                      ARTICLE XIII
            IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 13.01     Indenture and Debt Securities Solely Corporate Obligations . .    50

                                      ARTICLE XIV
                                MISCELLANEOUS PROVISIONS

Section 14.01     Successors . . . . . . . . . . . . . . . . . . . . . . . . . .    51
Section 14.02     Official Acts by Successor Entity. . . . . . . . . . . . . . .    51
Section 14.03     Surrender of Company Powers. . . . . . . . . . . . . . . . . .    51
Section 14.04     Addresses for Notices, etc . . . . . . . . . . . . . . . . . .    51
Section 14.05     Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .    51
Section 14.06     Evidence of Compliance with Conditions Precedent . . . . . . .    51
Section 14.07     Non-Business Days. . . . . . . . . . . . . . . . . . . . . . .    52
Section 14.08     Table of Contents, Headings, etc . . . . . . . . . . . . . . .    52
Section 14.09     Execution in Counterparts. . . . . . . . . . . . . . . . . . .    52
Section 14.10     Separability . . . . . . . . . . . . . . . . . . . . . . . . .    52
Section 14.11     Assignment . . . . . . . . . . . . . . . . . . . . . . . . . .    52
Section 14.12     Acknowledgment of Rights . . . . . . . . . . . . . . . . . . .    53

                                       ARTICLE XV
                            SUBORDINATION OF DEBT SECURITIES

Section 15.01     Agreement to Subordinate . . . . . . . . . . . . . . . . . . .    53
Section 15.02     Default on Senior Indebtedness . . . . . . . . . . . . . . . .    54
Section 15.03     Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . .    54
Section 15.04     Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . .    55
Section 15.05     Trustee to Effectuate Subordination. . . . . . . . . . . . . .    56
Section 15.06     Notice by the Company. . . . . . . . . . . . . . . . . . . . .    56
Section 15.07     Rights of the Trustee; Holders of Senior Indebtedness. . . . .    57
Section 15.08     Subordination May Not Be Impaired. . . . . . . . . . . . . . .    57
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EXHIBITS

EXHIBIT A    FORM OF DEBT SECURITY




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          THIS  INDENTURE, dated as of November 28, 2001, between PAB Bankshares
Inc.,  a  bank  holding  company  incorporated in Georgia (hereinafter sometimes
called  the  "Company"),  and  Wilmington  Trust  Company,  a  Delaware  banking
corporation,  as  trustee  (hereinafter  sometimes  called  the  "Trustee"),

                                  WITNESSETH:

          WHEREAS,  for  its  lawful  corporate  purposes,  the Company has duly
authorized the issuance of its Floating Rate Junior Subordinated Debt Securities
due  2031  (the  "Debt  Securities")  under this Indenture and to provide, among
other  things, for the execution and authentication, delivery and administration
thereof,  the  Company  has  duly  authorized  the  execution of this Indenture,

          NOW,  THEREFORE,  This  Indenture  Witnesseth:

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

                                    ARTICLE I

                                  DEFINITIONS

          SECTION 1.01  Definitions.
                        ------------

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

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

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

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

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


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

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

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

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

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

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

          "Capital  Treatment  Event"  means  the receipt by the Company and the
Trust  of  an opinion of counsel experienced in such matters to the effect that,
as a result of any amendment to, or change in, the laws, rules or regulations of
the  United  States  or  any political subdivision thereof or therein, or as the
result  of  any  official  or administrative pronouncement or action or decision
interpreting  or  applying  such  laws, rules or regulations, which amendment or
change  is  effective or which pronouncement, action or decision is announced on
or  after  the  date  of original issuance of the Debt Securities, there is more
than an insubstantial risk that the Company will not, within 90 days of the date
of  such  opinion,  be  entitled  to  treat  an  amount  equal  to the aggregate
Liquidation  Amount  of  the Capital Securities as "Tier 1 Capital" (or the then
equivalent  thereof)  for  purposes  of  the  capital adequacy guidelines of the
Federal  Reserve  (or  any successor regulatory authority with jurisdiction over
bank  holding  companies),  as  then  in  effect  and applicable to the Company,
provided,  however,  that  the distribution of the Debt Securities in connection
---------  -------
with  the  liquidation  of  the  Trust by the Company shall not in and of itself
constitute a Capital Treatment Event unless such liquidation shall have occurred
in  connection  with  a  Tax  Event  or  an  Investment  Company  Event.

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

          "Common Securities" means undivided beneficial interests in the assets
of the Trust which are designated as "Common Securities" and rank pan passu with
Capital  Securities


                                        2
<PAGE>
issued  by the Trust; provided, however, that if an Event of Default (as defined
                      --------- -------
in  the  Declaration)  has  occurred and is continuing, the rights of holders of
such  Common Securities to payment in respect of distributions and payments upon
liquidation,  redemption and otherwise are subordinated to the rights of holders
of  such  Capital  Securities.

          "Company"  means  PAB  Bankshares  Inc.,  a  bank  holding  company
incorporated  in  Georgia,  and,  subject to the provisions of Article XI, shall
include  its  successors  and  assigns.

          "Comparable  Treasury  Issue"  means  with  respect  to  any  Special
Redemption  Date,  the United States Treasury security selected by the Quotation
Agent  as  having  a  maturity  comparable  to  the Remaining Life that would be
utilized,  at  the  time of selection and in accordance with customary financial
practice,  in  pricing  new  issues  of  corporate debt securities of comparable
maturity  to  the  Remaining  Life.  If no United States Treasury security has a
maturity which is within a period from three months before to three months after
December  8,  2006,  the  two  most closely corresponding United States Treasury
securities shall be used as the Comparable Treasury Issue, and the Treasury Rate
shall  be interpolated or extrapolated on a straight-line basis, rounding to the
nearest  month  using  such  securities.

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

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

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

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

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

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

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

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

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

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

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


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<PAGE>
          "Institutional  Trustee" has the meaning set forth in the Declaration.

          "Interest  Payment Date" means June 8th and December 8th of each year,
commencing  on  June  8,  2002,  during  the  term  of  this  Indenture.

          "Interest  Rate"  means  a  per  annum  rate  of  interest,  reset
semi-annually,  equal  to  LIBOR,  as determined on the LIBOR Determination Date
immediately preceding each Interest Payment Date, plus 3.75%; provided, that the
                                                              --------
applicable  Interest Rate may not exceed 11.0% through the Interest Payment Date
in  December,  2006.

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

          "LIBOR"  means  the  London  Interbank  Offered  Rate  for  six-month
Eurodollar  deposits  in Europe as determined by the Calculation Agent according
to  Section  2.10(b).

          "LIBOR  Banking  Day" has the meaning set forth in Section 2.10(b)(l).

          "LIBOR  Business Day" has the meaning set forth in Section 2.10(b)(l).

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

          "Liquidation  Amount"  means  the  stated  amount  of $1,000 per Trust
Security.

          "Maturity  Date"  means  December  8,  2031.

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

          "Opinion  of  Counsel"  means  an  opinion  in writing signed by legal
counsel,  who  may  be an employee of or counsel to the Company, or may be other
counsel  reasonably satisfactory to the Trustee. Each such opinion shall include
the  statements  provided  for in Section 14.06 if and to the extent required by
the  provisions  of  such  Section.

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


                                        4
<PAGE>
          (a)     Debt Securities theretofore canceled by  the  Trustee  or  the
Authenticating Agent  or  delivered  to  the  Trustee  for  cancellation;

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

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

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

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

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

          "Principal  Office  of  the Trustee," or other similar term, means the
office  of  the  Trustee,  at  which  at any particular time its corporate trust
business  shall be principally administered, which at all times shall be located
within  the  United  States  and  at the time of the execution of this Indenture
shall  be  Rodney  Square  North, 1100 North Market Street, Wilmington, Delaware
19890-0001.

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

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

          "Redemption  Price"  means  100%  of  the principal amount of the Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on  such Debt
Securities  to  the  Redemption  Date or, in the case of a redemption due to the
occurrence  of  a  Special Event, to the Special Redemption Date if such Special
Redemption  Date  is  on  or  after  December  8,  2006.

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


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

          "Remaining  Life" means, with respect to any Debt Security, the period
from  the  Special  Redemption  Date for such Debt Security to December 8, 2006.

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

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

          "Senior  Indebtedness"  means,  with  respect  to the Company, (i) the
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and  (B)  indebtedness  evidenced  by securities,
debentures,  notes,  bonds  or  other similar instruments issued by the Company;
(ii)  all capital lease obligations of the Company; (iii) all obligations of the
Company  issued  or  assumed  as  the  deferred  purchase price of property, all
conditional  sale  obligations of the Company and all obligations of the Company
under  any  title  retention  agreement  (but  excluding  trade accounts payable
arising in the ordinary course of business); (iv) all obligations of the Company
for  the  reimbursement  of  any  letter of credit, any banker's acceptance, any
security purchase facility, any repurchase agreement or similar arrangement, any
interest  rate swap, any other hedging arrangement, any obligation under options
or  any  similar  credit  or  other transaction; (v) all obligations of the type
referred  to  in clauses (i) through (iv) above of other Persons for the payment
of  which  the  Company  is  responsible  or  liable  as  obligor,  guarantor or
otherwise;  and  (vi)  all  obligations  of  the type referred to in clauses (i)
through  (v) above of other Persons secured by any lien on any property or asset
of  the  Company  (whether  or  not  such obligation is assumed by the Company),
whether  incurred  on  or  prior  to  the  date  of this Indenture or thereafter
incurred,  unless,  with  the  prior  approval  of  the  Federal  Reserve if not
otherwise  generally approved, 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 or are pari passu in right of payment to the Debt
Securities.

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

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


                                        6
<PAGE>
          "Special Redemption Price" means (1) if the Special Redemption Date is
before  December 8, 2006, the greater of (a) 100% of the principal amount of the
Debt Securities being redeemed pursuant to Section 10.02 or (b) as determined by
a Quotation Agent, the sum of the present values of the principal amount payable
as  part  of the Redemption Price with respect to a redemption as of December 8,
2006, together with the present value of interest payments calculated at a fixed
per  annum  rate of interest equal to 9.95% over the Remaining Life of such Debt
Securities,  discounted  to  the  Special Redemption Date on a semi-annual basis
(assuming  a  360-day  year  consisting of twelve 30-day months) at the Treasury
Rate  plus  0.50%,  plus,  in  the case of either (a) or (b), accrued and unpaid
interest  on  such Debt Securities to the Special Redemption Date and (2) if the
Special  Redemption  Date  is on or after December 8, 2006, the Redemption Price
for  such  Special  Redemption  Date.

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

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

          "Treasury  Rate"  means  (i)  the  yield,  under  the  heading  which
represents  the  average  for  the  week  immediately  prior  to  the  date  of
calculation,  appearing  in  the  most  recently  published  statistical release
designated  H.I5  (519)  or  any  successor  publication  which  is


                                        7
<PAGE>
published weekly by the Federal Reserve and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the
caption  "Treasury  Constant  Maturities," for the maturity corresponding to the
Remaining  Life  (if  no  maturity  is  within  three months before or after the
Remaining  Life,  yields  for  the  two  published  maturities  most  closely
corresponding  to  the  Remaining Life shall be determined and the Treasury Rate
shall be interpolated or extrapolated from such yields on a straight-line basis,
rounding  to  the  nearest  month)  or  (ii)  if  such release (or any successor
release) is not published during the week preceding the calculation date or does
not  contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the  Comparable  Treasury  Issue  (expressed  as  a  percentage of its principal
amount) equal to the Comparable Treasury Price for such Special Redemption Date.
The  Treasury  Rate  shall be calculated on the third Business Day preceding the
Special  Redemption  Date.

          "Trust"  means  PAB  Bankshares Capital Trust I, the Delaware business
trust,  or  any  other  similar trust created for the purpose of issuing Capital
Securities  in  connection  with  the  issuance  of  Debt  Securities under this
Indenture,  of  which  the  Company  is  the  sponsor.

          "Trust  Indenture  Act"  means  the  Trust  Indenture  Act of 1939, as
amended.

          "Trust  Securities"  means Common Securities and Capital Securities of
PAB  Bankshares  Capital  Trust  I.

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

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

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

                                   ARTICLE II

                                DEBT SECURITIES

          SECTION  2.01  Authentication  and  Dating.
                         ----------------------------

          Upon  the  execution  and  delivery of this Indenture, or from time to
time  thereafter, Debt Securities in an aggregate principal amount not in excess
of  $10,310,000  may be executed and delivered by the Company to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for  delivery  said Debt Securities to or upon the written order of the Company,
signed  by  its  Chairman of the Board of Directors, Vice Chairman, President or
Chief  Financial  Officer  or  one  of  its Vice Presidents, without any further
action  by  the  Company  hereunder. In authenticating such Debt Securities, and
accepting  the  additional  responsibilities under this Indenture in relation to
such  Debt Securities, the Trustee shall be entitled to receive, and (subject to
Section  6.01)  shall  be  fully  protected  in relying upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate  record  of  any


                                        8
<PAGE>
action  taken  pursuant  to  such  resolution,  in  each  case  certified by the
Secretary  or  an  Assistant  Secretary  of  the  Company  as  the  case  maybe.

          The  Trustee  shall  have  the  right  to  decline to authenticate and
deliver  any Debt Securities under this Section if the Trustee, being advised by
counsel,  determines  that  such  action  may  not  lawfully  be  taken  or if a
Responsible  Officer  of  the  Trustee  in  good faith shall determine that such
action  would  expose  the  Trustee  to  personal liability to existing holders.

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

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

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

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

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

                                        By____________________________________
                                           Authorized  Officer

          SECTION  2.03  Form  and  Denomination  of  Debt Securities.
                         ---------------------------------------------

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


                                        9
<PAGE>
          SECTION  2.04  Execution  of  Debt  Securities.
                         --------------------------------

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

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

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

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

         The Company shall cause to be kept, at the office or agency maintained
for  the  purpose  of  registration  of transfer and for exchange as provided in
Section  3.02, a register (the "Debt Security Register") for the Debt Securities
issued  hereunder  in  which,  subject  to such reasonable regulations as it may
prescribe,  the  Company  shall provide for the registration and transfer of all
Debt  Securities  as  in  this  Article  Two provided. Such register shall be in
written  form  or in any other form capable of being converted into written form
within  a  reasonable  time.

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


                                       10
<PAGE>
of  any  Debt  Security  by the Trustee or by any agent of the Company appointed
pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to
complete  the  registration  or  registration of transfer of such Debt Security.

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

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

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

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

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


                                       11
<PAGE>
(D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH
MAY  BE  OBTAINED  FROM  THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL  COMPLY  WITH  THE  FOREGOING  RESTRICTIONS.

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

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

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


                                       12
<PAGE>
          SECTION  2.06  Mutilated,  Destroyed,  Lost or Stolen Debt Securities.
                         -------------------------------------------------------

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

          The  Trustee  may  authenticate any such substituted Debt Security and
deliver the same upon the written request or authorization of any officer of the
Company.  Upon  the  issuance  of any substituted Debt Security, the Company may
require  the  payment of a sum sufficient to cover any tax or other governmental
charge  that may be imposed in relation thereto and any other expenses connected
therewith.  In case any Debt Security which has matured or is about to mature or
has  been  called for redemption in full shall become mutilated or be destroyed,
lost  or stolen, the Company may, instead of issuing a substitute Debt Security,
pay  or  authorize  the payment of the same (without surrender thereof except in
the  case  of a mutilated Debt Security) if the applicant for such payment shall
furnish  to  the  Company  and  the Trustee such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or  theft,  evidence  satisfactory  to  the  Company  and  to the Trustee of the
destruction,  loss  or  theft  of  such  Security  and of the ownership thereof.

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

          SECTION  2.07  Temporary  Debt  Securities.
                         ----------------------------

          Pending the preparation of definitive Debt Securities, the Company may
execute  and  the  Trustee  shall  authenticate  and make available for delivery
temporary  Debt  Securities  that  are typed, printed or lithographed. Temporary
Debt  Securities  shall  be  issuable  in  any  authorized  denomination,  and
substantially  in  the  form  of  the  definitive  Debt Securities but with such
omissions,  insertions  and  variations as may be appropriate for temporary Debt
Securities,  all  as may be determined by the Company. Every such temporary Debt
Security  shall  be  executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect,  as  the  definitive  Debt  Securities.  Without


                                       13
<PAGE>
unreasonable  delay  the  Company will execute and deliver to the Trustee or the
Authenticating  Agent  definitive  Debt  Securities  and  thereupon  any  or all
temporary  Debt  Securities  may  be  surrendered  in  exchange therefor, at the
principal  corporate  trust  office  of  the  Trustee or at any office or agency
maintained  by the Company for such purpose as provided in Section 3.02, and the
Trustee  or  the  Authenticating Agent shall authenticate and make available for
delivery  in  exchange  for  such  temporary  Debt  Securities  a like aggregate
principal amount of such definitive Debt Securities. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in
case  of  any such exchange involving a registration of transfer the Company may
require  payment of a sum sufficient to cover any tax, fee or other governmental
charge  that  may  be  imposed  in  relation  thereto.  Until  so exchanged, the
temporary Debt Securities shall in all respects be entitled to the same benefits
under  this  Indenture as definitive Debt Securities authenticated and delivered
hereunder.

          SECTION  2.08  Payment  of  Interest.
                         ----------------------

          Each  Debt Security will bear interest at the then applicable Interest
Rate  from and including each Interest Payment Date or, in the case of the first
interest  period,  the  original  date of issuance of such Debt Security to, but
excluding, the next succeeding Interest Payment Date or, in the case of the last
interest  period, the Redemption Date, Special Redemption Date or Maturity Date,
as  applicable,  on  the principal thereof, on any overdue principal and (to the
extent  that  payment  of  such interest is enforceable under applicable law) on
Deferred  Interest  and  on  any  overdue  installment  of  interest  (including
Defaulted  Interest), payable (subject to the provisions of Article XII) on each
Interest  Payment  Date  commencing  on  June 8, 2002. Interest and any Deferred
Interest  on  any  Debt Security that is payable, and is punctually paid or duly
provided  for, on any Interest Payment Date shall be paid to the Person in whose
name said Debt Security (or one or more Predecessor Securities) is registered at
the  close of business on the regular record date for such interest installment,
except  that  interest  and  any  Deferred Interest payable on the Maturity Date
shall  be  paid  to  the Person to whom principal is paid, hi the event that any
Debt  Security  or  portion  thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date  and  prior  to  such Interest Payment Date, interest on such Debt Security
will  be  paid  upon  presentation  and  surrender  of  such  Debt  Security.

          Any  interest on any Debt Security, other than Deferred Interest, that
is  payable,  but  is  not punctually paid or duly provided for, on any Interest
Payment  Date  (herein  called "Defaulted Interest") shall forthwith cease to be
payable  to  the registered holder on the relevant regular record date by virtue
of  having  been  such  holder, and such Defaulted Interest shall be paid by the
Company  to the Persons in whose names such Debt Securities (or their respective
Predecessor  Securities)  are  registered  at the close of business on a special
record  date for the payment of such Defaulted Interest, which shall be fixed in
the  following  manner:  the  Company shall notify the Trustee in writing of the
amount  of Defaulted Interest proposed to be paid on each such Debt Security and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid  in  respect  of  such  Defaulted  Interest  or  shall  make  arrangements
satisfactory  to  the Trustee for such deposit prior to the date of the proposed
payment,  such  money  when deposited to be held in trust for the benefit of the
Persons  entitled  to  such  Defaulted  Interest  as  in  this  clause provided.
Thereupon  the  Trustee  shall  fix  a  special  record  date for the payment of


                                       14
<PAGE>
such  Defaulted  Interest which shall not be more than fifteen nor less than ten
days  prior to the date of the proposed payment and not less than ten days after
the  receipt  by  the Trustee of the notice of the proposed payment. The Trustee
shall  promptly  notify the Company of such special record date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the special record date therefor to be mailed, first
class  postage  prepaid,  to  each  Securityholder  at  his or her address as it
appears  in  the  Debt  Security  Register, not less than ten days prior to such
special  record  date. Notice of the proposed payment of such Defaulted Interest
and  the  special  record  date  therefor  having been mailed as aforesaid, such
Defaulted  Interest  shall  be  paid  to  the  Persons  in whose names such Debt
Securities  (or  their respective Predecessor Securities) are registered on such
special  record  date  and  thereafter the Company shall have no further payment
obligation  in  respect  of  the  Defaulted  Interest.

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

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

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

          SECTION  2.09  Cancellation  of  Debt  Securities  Paid,  etc.
                         -----------------------------------------------

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

          SECTION  2.10  Computation  of  Interest.
                         --------------------------

          (a)  The  amount  of  interest payable for any interest period will be
computed on the basis of a 360-day year and the actual number of days elapsed in
the  relevant  interest period; provided, however, that upon the occurrence of a
                                --------- -------
Special  Event Redemption pursuant to Section 10.02 the amounts payable pursuant
to  this Indenture shall be calculated as set forth in the definition of Special
Redemption  Price.


                                       15
<PAGE>
          (b)     LIBOR  shall  be  determined  by  the  Calculation  Agent  in
accordance with the  following  provisions:

               (1)     On  the second LIBOR Business Day (provided, that on such
                                                          --------
     day  commercial  banks are open for business (including dealings in foreign
     currency  deposits)  in  London  (a "LIBOR Banking Day"), and otherwise the
     next  preceding  LIBOR Business Day that is also a LIBOR Banking Day) prior
     to  December 15th and June 15th (except, with respect to the first interest
     payment  period,  on  November  26,  2001),  (each  such  day,  a  "LIBOR
     Determination  Date"),  LIBOR  shall  equal  the  rate,  as obtained by the
     Calculation Agent for six-month Eurodollar deposits in Europe which appears
     on  Telerate  Page  3750  (as  defined  in  the  International  Swaps  and
     Derivatives  Association,  Inc.  1991  Interest  Rate and Currency Exchange
     Definitions)  or such other page as may replace such Page 3750, as of 11:00
     a.m.  (London  time)  on  such  LIBOR  Determination  Date,  as reported by
     Bloomberg  Financial  Markets  Commodities News. "LIBOR Business Day" means
     any  day  that  is  not a Saturday, Sunday or other day on which commercial
     banking  institutions  in  New  York, New York or Wilmington, Delaware, are
     authorized  or  obligated  by  law or executive order to be closed. If such
     rate  is  superseded on Telerate Page 3750 by a corrected rate before 12:00
     noon (London time) on the same LIBOR Determination Date, the corrected rate
     as so substituted will be the applicable LIBOR for that LIBOR Determination
     Date.

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

               (3)     If  the  Calculation  Agent  is required but is unable to
     determine a rate in accordance with at least one of the procedures provided
     above,  LIBOR  shall be LIBOR in effect on the previous LIBOR Determination
     Date  (whether  or not LIBOR for such period was in fact determined on such
     LIBOR  Determination  Date).

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


                                       16
<PAGE>
rounded  to 9.87655% (or .0987655)), and all dollar amounts used in or resulting
from  such  calculation  will be rounded to the nearest cent (with one-half cent
being  rounded  upward).

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

          SECTION  2.11  Extension  of  Interest  Payment  Period.
                         -----------------------------------------

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


                                       17
<PAGE>
          SECTION  2.12  CUSIP  Numbers.
                         ---------------

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

                                  ARTICLE III

                      PARTICULAR COVENANTS OF THE COMPANY

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

          (a)     The  Company  covenants  and  agrees  that  it  will  duly and
punctually  pay  or  cause  to be paid the principal of and premium, if any, and
interest on the Debt Securities at the place, at the respective times and in the
manner  provided in this Indenture and the Debt Securities. At the option of the
Company,  each installment of interest on the Debt Securities may be paid (i) by
mailing  checks  for  such  interest payable to the order of the holders of Debt
Securities entitled thereto as they appear on the Debt Security Register or (ii)
by wire transfer to any account with a banking institution located in the United
States  designated  by such Person to the paying agent no later than the related
record  date.

          (b)     The  Company  will  treat the Debt Securities as indebtedness,
and  the  amounts  payable  in  respect  of  the  principal  amount of such Debt
Securities  as  interest, for all U.S. federal income tax purposes. All payments
in  respect  of  such  Debt  Securities  will  be  made  free  and clear of U.S.
withholding  tax  to  any beneficial owner thereof that has provided an Internal
Revenue  Service  Form W8 BEN (or any substitute or successor form) establishing
its  non-US  status  for  U.S.  federal  income  tax  purposes.

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

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


                                       18
<PAGE>
          SECTION  3.02  Offices  for  Notices  and  Payments,  etc.
                         -------------------------------------------

          So  long as any of the Debt Securities remain outstanding, the Company
will  maintain  in  Wilmington,  Delaware  or in Valdosta, Georgia, an office or
agency  where  the  Debt  Securities  may be presented for payment, an office or
agency  where  the Debt Securities may be presented for registration of transfer
and  for  exchange  as  in this Indenture provided and an office or agency where
notices  and demands to or upon the Company in respect of the Debt Securities or
of  this  Indenture  may be served. The Company will give to the Trustee written
notice  of  the  location  of  any  such  office  or agency and of any change of
location thereof. Until otherwise designated from time to time by the Company in
a  notice  to  the  Trustee,  or specified as contemplated by Section 2.05, such
office  or agency for all of the above purposes shall be the Principal Office of
the  Trustee.  In  case  the  Company  shall fail to maintain any such office or
agency  in  Wilmington,  Delaware or in Valdosta, Georgia, or shall fail to give
such  notice  of  the  location  or  of  any  change  in  the  location thereof,
presentations and demands may be made and notices may be served at the Principal
Office  of  the  Trustee.

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

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

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

          SECTION  3.04  Provision  as  to  Paving  Agent.
                         ---------------------------------

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

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

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


                                       19
<PAGE>
               (3) that it will, at any time during the continuance of any Event
     of  Default,  upon the written request of the Trustee, forthwith pay to the
     Trustee  all  sums  so  held  in  trust  by  such  paying  agent.

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

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

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

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

          (e)     The  Company  hereby  initially appoints the Trustee to act as
paying  agent.

          SECTION  3.05  Certificate  to  Trustee.
                         -------------------------

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

          SECTION  3.06  Additional  Interest.
                         ---------------------

          If  and  for so long as the Trust is the holder of all Debt Securities
and  is  required  to  pay  any  additional  taxes, duties, assessments or other
governmental  charges  as  a  result  of  a Tax Event, the Company will pay such
additional  amounts  (the "Additional Interest") on the Debt Securities as shall
be  required  so  that  the net amounts received and retained by the Trust after
paying taxes, duties, assessments or other governmental charges will be equal to
the  amounts the Trust would have received if no such taxes, duties, assessments
or  other  governmental  charges


                                       20
<PAGE>
had  been  imposed. Whenever in this Indenture or the Debt Securities there is a
reference  in any context to the payment of principal of or interest on the Debt
Securities,  such  mention shall be deemed to include mention of payments of the
Additional  Interest  provided for in this paragraph to the extent that, in such
context,  Additional  Interest  is,  was  or would be payable in respect thereof
pursuant  to the provisions of this paragraph and express mention of the payment
of  Additional  Interest  (if  applicable) in any provisions hereof shall not be
construed as excluding Additional Interest in those provisions hereof where such
express mention is not made, provided, however, that the deferral of the payment
                             --------- -------
of  interest during an Extension Period pursuant to Section 2.11 shall not defer
the  payment  of  any  Additional  Interest  that  may  be  due  and  payable.

          SECTION  3.07  Compliance  with  Consolidation  Provisions.
                         --------------------------------------------

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

          SECTION  3.08  Limitation  on  Dividends.
                         --------------------------

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


                                       21
<PAGE>
stock  as  that  on which the dividend is being paid or ranks part passu with or
junior  to  such  stock).

          SECTION  3.09  Covenants  as  to  the  Trust.
                         ------------------------------

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

                                   ARTICLE IV

                                LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

          SECTION  4.01  Securitvholders'  Lists.
                         ------------------------

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

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

          (b)     at  such  other  times  as the Trustee may request in writing,
within  30  days after the receipt by the Company of any such request, a list of
similar  form  and  content as of a date not more than 15 days prior to the time
such  list  is  furnished;

except  that  no such lists need be furnished under this Section 4.01 so long as
the  Trustee  is  in possession thereof by reason of its acting as Debt Security
registrar.

          SECTION  4.02  Preservation  and  Disclosure  of  Lists.
                         -----------------------------------------

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

          (b)     In  case three or more holders of Debt Securities (hereinafter
referred  to as "applicants") apply in writing to the Trustee and furnish to the
Trustee  reasonable  proof  that  each


                                       22
<PAGE>
such  applicant  has  owned  a Debt Security for a period of at least six months
preceding  the  date  of  such application, and such application states that the
applicants  desire  to  communicate  with  other holders of Debt Securities with
respect  to  their rights under this Indenture or under such Debt Securities and
is  accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall within five Business Days
after  the  receipt  of  such  application,  at  its  election,  either:

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

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

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

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


                                       23
<PAGE>
                                    ARTICLE V

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            UPON AN EVENT OF DEFAULT

          SECTION  5.01  Events  of  Default.
                         --------------------

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

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

          (b)     the  Company defaults in the payment of all or any part of the
principal  of  (or premium, if any, on) any Debt Securities as and when the same
shall become due and payable either at maturity, upon redemption, by declaration
of  acceleration  or  otherwise;  or

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

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

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

          (f)     the  Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection  with  (1) the distribution of the Debt Securities to holders of such
Trust  Securities  in  liquidation  of  their


                                       24
<PAGE>
interests  in  the  Trust,  (2)  the  redemption of all of the outstanding Trust
Securities  or  (3)  certain  mergers,  consolidations or amalgamations, each as
permitted  by  the  Declaration.

          If  an  Event  of Default occurs and is continuing with respect to the
Debt  Securities, then, and in each and every such case, unless the principal of
the  Debt  Securities  shall  have  already  become  due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Debt  Securities then outstanding hereunder, by notice in writing to the Company
(and  to  the  Trustee  if  given  by  Securityholders),  may declare the entire
principal of the Debt Securities and the interest accrued thereon, if any, to be
due and payable immediately, and upon any such declaration the same shall become
immediately  due  and  payable.

          The  foregoing  provisions, however, are subject to the condition that
if,  at  any  time after the principal of the Debt Securities shall have been so
declared  due  and payable, and before any judgment or decree for the payment of
the  moneys due shall have been obtained or entered as hereinafter provided, (i)
the  Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all  matured  installments  of  interest  upon  all  the Debt Securities and the
principal of and premium, if any, on the Debt Securities which shall have become
due  otherwise  than  by  acceleration  (with  interest  upon such principal and
premium, if any, and Deferred Interest, to the extent permitted by law) and such
amount  as  shall  be sufficient to cover reasonable compensation to the Trustee
and  each  predecessor  Trustee, their respective agents, attorneys and counsel,
and  all  other amounts due to the Trustee pursuant to Section 6.06, if any, and
(ii)  all  Events of Default under this Indenture, other than the non-payment of
the  principal of or premium, if any, on Debt Securities which shall have become
due  by  acceleration,  shall  have  been cured, waived or otherwise remedied as
provided  herein  ~  then  and  in  every such case the holders of a majority in
aggregate  principal  amount of the Debt Securities then outstanding, by written
notice to the Company and to the Trustee, may waive all defaults and rescind and
annul  such  declaration  and its consequences, but no such waiver or rescission
and  annulment  shall  extend to or shall affect any subsequent default or shall
impair  any  right  consequent  thereon.

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

          SECTION  5.02  Payment  of  Debt Securities on Default: Suit Therefor.
                         -------------------------------------------------------

          The  Company covenants that upon the occurrence of an Event of Default
pursuant  to  clause  5.01  (a)  or  5.01(b) and upon demand of the Trustee, the
Company  will  pay  to  the  Trustee, for the benefit of the holders of the Debt
Securities,  the whole amount that then shall have become due and payable on all
Debt  Securities for principal and premium, if any, or interest, or both, as the
case may be, including Deferred Interest accrued on the Debt Securities; and, in
addition  thereto, such further amount as shall be sufficient to cover the costs
and  expenses of collection, including a reasonable compensation to the Trustee,
its  agents,  attorneys


                                       25
<PAGE>
and  counsel,  and  any  other amounts due to the Trustee under Section 6.06. In
case  the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee,  in  its own name and as trustee of an express trust, shall be entitled
and  empowered  to  institute any actions or proceedings at law or in equity for
the  collection of the sums so due and unpaid, and may prosecute any such action
or  proceeding to judgment or final decree, and may enforce any such judgment or
final  decree  against  the Company or any other obligor on such Debt Securities
and  collect in the manner provided by law out of the property of the Company or
any  other obligor on such Debt Securities wherever situated the moneys adjudged
or  decreed  to  be  payable.

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

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

          All  rights of action and of asserting claims under this Indenture, or
under  any  of  the  Debt Securities, may be enforced by the Trustee without the
possession of any of the Debt Securities, or the production thereof at any trial
or  other  proceeding  relative  thereto,  and  any


                                       26
<PAGE>
such  suit  or  proceeding instituted by the Trustee shall be brought in its own
name  as  trustee of an express trust, and any recovery of judgment shall be for
the  ratable  benefit  of  the  holders  of  the  Debt  Securities.

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

          SECTION  5.03  Application  of  Moneys  Collected  by  Trustee.
                         ------------------------------------------------

          Any  moneys collected by the Trustee shall be applied in the following
order,  at  the  date or dates fixed by the Trustee for the distribution of such
moneys,  upon  presentation  of  the several Debt Securities in respect of which
moneys  have been collected, and stamping thereon the payment, if only partially
paid,  and  upon  surrender  thereof  if  fully  paid:

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

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

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

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

          SECTION  5.04  Proceedings  by  Securityholders.
                         ---------------------------------

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

          Notwithstanding  any  other provisions in this Indenture, however, the
right of any holder of any Debt Security to receive payment of the principal of,
premium,  if  any,  and  interest


                                       27
<PAGE>
on  such Debt Security when due, or to institute suit for the enforcement of any
such  payment,  shall  not  be  impaired or affected without the consent of such
holder.  For  the  protection and enforcement of the provisions of this Section,
each  and  every Securityholder and the Trustee shall be entitled to such relief
as  can  be  given  either  at  law  or  in  equity.

          SECTION  5.05  Proceedings  by  Trustee.
                         -------------------------

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

          SECTION  5.06  Remedies  Cumulative  and  Continuing.
                         --------------------------------------

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

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

          The  holders  of  a majority in aggregate principal amount of the Debt
Securities affected (voting as one class) at the time outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy  available  to the Trustee, or exercising any trust or power conferred on
the  Trustee  with  respect  to  such  Debt  Securities; provided, however, that
                                                         ------------------
(subject  to the provisions of Section 6.01) the Trustee shall have the right to
decline  to  follow  any  such direction if the Trustee shall determine that the
action  so directed would be unjustly prejudicial to the holders not taking part
in such direction or if the Trustee being advised by counsel determines that the
action  or  proceeding so directed may not lawfully be taken or if a Responsible
Officer  of  the  Trustee  shall  determine  that  the  action or proceedings so
directed  would  involve  the  Trustee  in  personal  liability.  Prior  to  any
declaration  accelerating  the maturity of the Debt Securities, the holders of a
majority  in  aggregate  principal  amount  of  the  Debt Securities at the time
outstanding may on behalf of the holders of all of the Debt Securities waive (or
modify  any  previously  granted waiver of) any past default or Event of Default
and  its  consequences,  except  a  default  (a) in the payment of principal of,
premium,  if


                                       28
<PAGE>
any,  or  interest on any of the Debt Securities, (b) in respect of covenants or
provisions hereof which cannot be modified or amended without the consent of the
holder  of  each  Debt  Security  affected,  or  (c) in respect of the covenants
contained  in  Section  3.09; provided, however, that if the Debt Securities are
                              --------- -------
held  by  the  Trust  or a trustee of such 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
                                                  --------- -------
consent of the holder of each outstanding Debt Security 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 Debt Securities shall be restored to
their  former  positions  and rights hereunder, respectively; but no such waiver
shall  extend  to  any subsequent or other default or Event of Default or impair
any right consequent thereon. Whenever any default or Event of Default hereunder
shall  have been waived as permitted by this Section 5.07, said default or Event
of  Default  shall for all purposes of the Debt Securities and this Indenture be
deemed  to  have  been  cured  and  to  be  not  continuing.

          SECTION  5.08  Notice  of  Defaults.
                         ---------------------

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

          SECTION  5.09  Undertaking  to  Pay  Costs.
                         ----------------------------

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


                                       29
<PAGE>
                                   ARTICLE VI

                         CONCERNING THE TRUSTEE SECTION

          6.01  Duties  and  Responsibilities  of  Trustee.
                -------------------------------------------

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

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

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

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

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

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

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

          (d)     the Trustee shall not be charged with knowledge of any Default
or  Event  of  Default  with  respect to the Debt Securities unless either (1) a
Responsible  Officer  shall  have


                                       30
<PAGE>
actual  knowledge  of  such Default or Event of Default or (2) written notice of
such  Default  or  Event  of Default shall have been given to the Trustee by the
Company or any other obligor on the Debt Securities or by any holder of the Debt
Securities,  except  with  respect  to  an Event of Default pursuant to Sections
5.01(a)  or  5.01(b)  hereof  (other than an Event of Default resulting from the
default in the payment of Additional Interest or premium, if any, if the Trustee
does  not  have  actual knowledge or written notice that such payment is due and
payable),  of  which  the  Trustee  shall  be  deemed  to  have  knowledge.

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

          SECTION 6.02 Reliance on Documents. Opinions, etc.
                       ------------------------------------

          Except as otherwise provided  in  Section  6.01:

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

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

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

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

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

          (f)     the  Trustee shall not be bound to make any investigation into
the  facts  or  matters  stated  in  any  resolution,  certificate,  statement,
instrument,  opinion,  report,  notice,


                                       31
<PAGE>
request,  consent,  order,  approval,  bond, debenture, coupon or other paper or
document, unless requested in writing to do so by the holders of not less than a
majority  in  principal  amount  of  the  outstanding  Debt  Securities affected
thereby;  provided, however, that if the payment within a reasonable time to the
          --------- -------
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making  of  such investigation is, in the opinion of the Trustee, not reasonably
assured  to  the  Trustee  by  the  security afforded to it by the terms of this
Indenture,  the Trustee may require reasonable indemnity against such expense or
liability  as  a  condition  to  so  proceeding;  and

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

          SECTION  6.03  No  Responsibility  for  Recitals,  etc.
                         ----------------------------------------

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

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

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

          SECTION  6.05  Moneys  to  be  Held  in  Trust.
                         --------------------------------

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

          SECTION  6.06  Compensation  and  Expenses  of  Trustee.
                         -----------------------------------------

          The  Company  covenants  and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as shall be agreed
to  in  writing  between  the


                                       32
<PAGE>
Company  and  the Trustee (which shall not be limited by any provision of law in
regard  to  the  compensation of a trustee of an express trust), and the Company
will  pay  or  reimburse the Trustee upon its written request for all documented
reasonable  expenses, disbursements and advances incurred or made by the Trustee
in  accordance  with  any  of  the  provisions  of this Indenture (including the
reasonable  compensation  and  the  reasonable expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance that arise from its negligence or bad faith. The Company
also  covenants  to  indemnify  each of the Trustee (including in its individual
capacity)  and  any predecessor Trustee (and its officers, agents, directors and
employees)  for,  and  to  hold  it  harmless against, any and all loss, damage,
claim,  liability  or  expense  including  taxes  (other than taxes based on the
income of the Trustee), except to the extent such loss, damage, claim, liability
or  expense results from the negligence or bad faith of such indemnitee, arising
out  of  or  in  connection with the acceptance or administration of this trust,
including  the  costs  and  expenses  of  defending  itself against any claim or
liability  in  the  premises.  The obligations of the Company under this Section
6.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee
for  documented expenses, disbursements and advances shall constitute additional
indebtedness  hereunder. Such additional indebtedness shall be secured by a lien
prior  to  that  of  the  Debt  Securities  upon  all property and funds held or
collected  by the Trustee as such, except funds held in trust for the benefit of
the  holders  of  particular  Debt  Securities.

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

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

          SECTION  6.07  Officers'  Certificate  as  Evidence.
                         -------------------------------------

          Except  as  otherwise  provided in Sections 6.01 and 6.02, whenever in
the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting  any  action  hereunder,  such matter (unless other evidence in respect
thereof  be herein specifically prescribed) may, in the absence of negligence 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 or omitted by
it  under  the  provisions  of  this  Indenture  upon  the  faith  thereof.

          SECTION  6.08  Eligibility  of  Trustee.
                         -------------------------

          The  Trustee  hereunder  shall at all times be a U.S. Person that is a
banking  corporation  organized  and doing business under the laws of the United
States  of  America  or  any  state  thereof  or of the District of Columbia and
authorized  under  such  laws  to  exercise  corporate


                                       33
<PAGE>
trust  powers,  having  a combined capital and surplus of at least fifty million
U.S. dollars ($50,000,000) and subject to supervision or examination by federal,
state,  or District of Columbia authority. If such corporation publishes reports
of  condition  at  least annually, pursuant to law or to the requirements of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section  6.08  the  combined  capital  and  surplus of such corporation shall be
deemed  to  be  its combined capital and surplus as set forth in its most recent
records  of  condition  so  published.

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

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

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

          SECTION  6.09  Resignation  or  Removal  of  Trustee.
                         --------------------------------------

          (a)     The  Trustee,  or any trustee or trustees hereafter appointed,
may  at  any  time  resign  by  giving written notice of such resignation to the
Company  and by mailing notice thereof, at the Company's expense, to the holders
of  the  Debt  Securities  at  their  addresses as they shall appear on the Debt
Security Register.  Upon receiving such notice of resignation, the Company shall
promptly  appoint  a  successor  trustee  or  trustees by written instrument, in
duplicate,  executed  by  order  of  its  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  to the affected Securityholders, the resigning Trustee may petition
any  court of competent jurisdiction for the appointment of a successor Trustee,
or any Securityholder who has been a bona fide holder of a Debt Security or Debt
Securities  for  at  least  six months may, subject to the provisions of Section
5.09,  on behalf of himself 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  of  the  following shall occur ~

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


                                       34
<PAGE>
               (2)     the Trustee shall cease to be eligible in accordance with
     the  provisions  of  Section  6.08  and  shall fail to resign after written
     request  therefor  by  the  Company  or  by  any  such  Securityholder,  or

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

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

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

          (d)     Any resignation or removal of the Trustee and appointment of a
successor  Trustee  pursuant to any of the provisions of this Section 6.09 shall
become  effective  upon  acceptance  of  appointment by the successor Trustee as
provided  in  Section  6.10.

          SECTION  6.10  Acceptance  by  Successor  Trustee.
                         -----------------------------------

          Any  successor  Trustee  appointed  as  provided in Section 6.09 shall
execute,  acknowledge  and deliver to the Company and to its predecessor Trustee
an  instrument  accepting  such  appointment  hereunder,  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, duties and obligations with respect to the
Debt  Securities of its predecessor hereunder, with like effect as if originally
named  as  Trustee  herein;  but,  nevertheless,  on  the written request of the
Company  or  of  the  successor  Trustee, the Trustee ceasing to act shall, upon
payment  of  the amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor Trustee all the
rights  and  powers  of  the  Trustee  so  ceasing to act and shall duly assign,
transfer  and  deliver  to such successor Trustee all property and money held by
such  retiring  Trustee  thereunder. Upon request of any such successor Trustee,
the  Company  shall  execute  any  and  all  instruments  in


                                       35
<PAGE>
writing for more fully and certainly vesting in and confirming to such successor
Trustee  all  such  rights  and  powers.  Any  Trustee  ceasing  to  act  shall,
nevertheless, retain a lien upon all property or funds held or collected by such
Trustee  to secure any amounts then due it pursuant to the provisions of Section
6.06.

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

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

          In  no  event  shall  a  retiring  Trustee  be  liable for the acts or
omissions  of  any  successor  Trustee  hereunder.

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

          SECTION 6.11  Succession  by  Merger,  etc.
                        -----------------------------

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

          In case at the time such successor to the Trustee shall succeed to the
trusts  created  by  this  Indenture  any of the Debt Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate  of authentication of any predecessor Trustee, and deliver such Debt
Securities so authenticated; and in case at that time any of the Debt Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such  Debt  Securities either in the name of any predecessor hereunder or in the
name  of  the


                                       36
<PAGE>
successor  Trustee;  and in all such cases such certificates shall have the full
force  which it is anywhere in the Debt Securities or in this Indenture provided
that  the  certificate  of  the  Trustee shall have; provided, however, that the
                                                     --------- -------
right  to  adopt the certificate of authentication of any predecessor Trustee or
authenticate  Debt Securities in the name of any predecessor Trustee shall apply
only  to  its  successor  or  successors by merger, conversion or consolidation.

          SECTION  6.12  Authenticating  Agents.
                         -----------------------

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

          Any  corporation  into which any Authenticating Agent may be merged or
converted  or  with  which  it may be consolidated, or any corporation resulting
from  any  merger, consolidation or conversion to which any Authenticating Agent
shall  be  a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of  such  Authenticating  Agent  hereunder,  if  such  successor  corporation is
otherwise  eligible  under  this Section 6.12 without the execution or filing of
any  paper  or  any  further  act  on  the  part  of  the parties hereto or such
Authenticating  Agent.

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


                                       37
<PAGE>
with  respect  to  the  Debt  Securities of its predecessor hereunder, with like
effect  as  if  originally  named  as  Authenticating  Agent  herein.

          The  Company  agrees  to  pay to any Authenticating Agent from time to
time  reasonable  compensation  for its services. Any Authenticating Agent shall
have  no  responsibility  or  liability  for  any  action taken by it as such in
accordance  with  the  directions  of  the  Trustee.

                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

          SECTION  7.01  Action  by  Securityholders.
                         ---------------------------

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

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

          SECTION  7.02  Proof  of  Execution  by  Securityholders.
                         ------------------------------------------

          Subject  to  the  provisions of Sections 6.01, 6.02 and 8.05, proof of
the  execution of any instrument by a Securityholder or his agent or proxy shall
be  sufficient  if made in accordance with such reasonable rules and regulations
as  may  be  prescribed  by  the  Trustee  or  in


                                       38
<PAGE>
such  manner  as  shall  be  satisfactory  to the Trustee. The ownership of Debt
Securities  shall be proved by the Debt Security Register or by a certificate of
the  Debt  Security  registrar. The Trustee may require such additional proof of
any  matter  referred  to  in  this  Section  as  it  shall  deem  necessary.

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

          SECTION  7.03  Who  Are  Deemed  Absolute  Owners.
                         -----------------------------------

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

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

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

          SECTION  7.05  Revocation  of  Consents:  Future  Holders  Bound.
                         --------------------------------------------------

          At any time prior to (but not after) the evidencing to the Trustee, as
provided  in  Section  7.01,  of  the taking of any action by the holders of the
percentage  in  aggregate  principal  amount of the Debt Securities specified in
this  Indenture  in  connection  with such action, any holder (in cases where no
record  date  has  been  set  pursuant  to  Section 7.01) or any holder as of an
applicable  record  date  (in cases where a record date has been set pursuant to
Section  7.01)  of


                                       39
<PAGE>
a  Debt Security (or any Debt Security issued in whole or in part in exchange or
substitution therefor) the serial number of which is shown by the evidence to be
included  in  the  Debt  Securities  the holders of which have consented to such
action may, by filing written notice with the Trustee at the Principal Office of
the  Trustee  and upon proof of holding as provided in Section 7.02, revoke such
action  so  far  as  concerns  such  Debt  Security  (or  so far as concerns the
principal  amount  represented  by  any exchanged or substituted Debt Security).
Except  as  aforesaid  any  such action taken by the holder of any Debt Security
shall be conclusive and binding upon such holder and upon all future holders and
owners  of  such  Debt  Security, and of any Debt Security issued in exchange or
substitution  therefor  or  on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon such Debt Security or
any  Debt  Security  issued  in  exchange  or  substitution  therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

          SECTION  8.01  Purposes  of  Meetings.
                         -----------------------

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

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

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

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

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

          SECTION  8.02  Call  of  Meetings  by  Trustee.
                         --------------------------------

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


                                       40
<PAGE>
          SECTION  8.03  Call  of  Meetings  by  Company  or  Securityholders.
                         -----------------------------------------------------

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

          SECTION  8.04  Qualifications  for  Voting.
                         ----------------------------

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

          SECTION  8.05  Regulations.
                         ------------

          Notwithstanding  any  other  provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Debt Securities and of the
appointment  of  proxies,  and  in  regard  to  the  appointment  and  duties of
inspectors of votes, the submission and examination of proxies, certificates and
other  evidence  of  the  right  to  vote, and such other matters concerning the
conduct  of  the  meeting  as  it  shall  think  fit.

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

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


                                       41
<PAGE>
          SECTION  8.06  Voting.
                         -------

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

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

          SECTION  8.07  Quorum:  Actions.
                         -----------------

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

          Except  as  limited  by  the proviso in the first paragraph of Section
9.02, any resolution presented to a meeting or adjourned meeting duly reconvened
at which a quorum is present as aforesaid may be adopted by the affirmative vote
of  the  holders  of not less than a majority in outstanding principal amount of
the  Debt  Securities;  provided,  however,  that,  except
                        --------   -------


                                       42
<PAGE>
as limited by the proviso in the first paragraph of Section 9.02, any resolution
with  respect  to  any  consent, waiver, request, demand, notice, authorization,
direction or other action that this Indenture expressly provides may be given by
the  holders  of  not  less than a specified percentage in outstanding principal
amount  of  the  Debt  Securities  may  be  adopted at a meeting or an adjourned
meeting  duly  reconvened  and at which a quorum is present as aforesaid only by
the  affirmative  vote of the holders of not less than such specified percentage
in  outstanding  principal  amount  of  the  Debt  Securities.

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

                                   ARTICLE IX

                            SUPPLEMENTAL INDENTURES

          SECTION  9.01  Supplemental  Indentures  without  Consent  of
                         ----------------------------------------------
Securityholders.
----------------

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

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

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

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

          (d)     to  add  to,  delete  from,  or  revise  the  terms  of  Debt
Securities,  including,  without limitation, any terms relating to the issuance,
exchange,  registration or transfer of Debt Securities, including to provide for
transfer  procedures  and  restrictions  substantially  similar  to


                                       43
<PAGE>
those  applicable  to  the  Capital  Securities as required by Section 2.05 (for
purposes  of  assuring that no registration of Debt Securities is required under
the  Securities  Act  of 1933, as amended); provided, that any such action shall
                                            --------
not  adversely  affect  the interests of the holders of the Debt Securities then
outstanding  (it  being  understood, for purposes of this proviso, that transfer
restrictions  on  Debt  Securities  substantially  similar  to  those  that were
applicable  to  Capital  Securities  shall not be deemed to adversely affect the
holders  of  the  Debt  Securities);

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

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

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

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

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

          SECTION  9.02 Supplemental Indentures with Consent of Securityholders.
                        --------------------------------------------------------

          With  the  consent  (evidenced  as  provided  in  Section 7.01) of the
holders  of  not  less than a majority in aggregate principal amount of the Debt
Securities  at  the  time  outstanding  affected  by such supplemental indenture
(voting as a class), the Company, when authorized by a Board Resolution, and the
Trustee  may  from  time  to  time  and  at  any time enter into an indenture or
indentures  supplemental  hereto  (which  shall conform to the provisions of the
Trust  Indenture  Act,  then  in  effect,  applicable  to  indentures  qualified
thereunder)  for  the  purpose  of  adding  any provisions to or changing in any
manner  or  eliminating  any  of  the  provisions  of  this  Indenture or of any
supplemental  indenture  or of modifying in any manner the rights of the holders
of  the  Debt Securities; provided, however, that no such supplemental indenture
                          --------- -------
shall without such consent of the holders of each Debt Security then outstanding
and  affected  thereby  (i)  extend  the fixed maturity of any Debt Security, or
reduce  the  principal amount thereof or any premium thereon, or reduce the rate
or  extend the time of payment of interest thereon, or reduce any amount payable
on  redemption  thereof or make the principal thereof or any interest or premium
thereon  payable  in  any  coin or currency other than that provided in the Debt
Securities,  or  impair


                                       44
<PAGE>
or  affect the right of any Securityholder to institute suit for payment thereof
or  impair  the right of repayment, if any, at the option of the holder, or (ii)
reduce  the  aforesaid  percentage  of  Debt Securities the holders of which are
required  to  consent to any such supplemental indenture; and provided, further,
                                                              --------  -------
that  if  the  Debt Securities are held by the Trust or a trustee of such trust,
such  supplemental  indenture  shall  not  be  effective  until the holders of a
majority  in  liquidation preference of Trust Securities shall have consented to
such  supplemental indenture;  provided, further,  that  if  the  consent of the
                               --------
Securityholder  of each outstanding Debt Security is required, such supplemental
indenture shall not be effective until each holder of the Trust Securities shall
have  consented  to  such  supplemental  indenture.

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

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

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

          SECTION  9.03  Effect  of  Supplemental  Indentures.
                         -------------------------------------

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

          SECTION  9.04  Notation  on  Debt  Securities.
                         -------------------------------

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


                                       45
<PAGE>
supplemental  indenture  may  be  prepared  and  executed  by  the  Company,
authenticated  by  the  Trustee  or  the  Authenticating  Agent and delivered in
exchange  for  the  Debt  Securities  then  outstanding.

          SECTION  9.05  Evidence  of  Compliance  of  Supplemental Indenture to
                         -------------------------------------------------------
be Furnished  to  Trustee.
--------------------------

          The  Trustee,  subject  to  the  provisions of Sections 6.01 and 6.02,
shall,  in  addition  to  the  documents  required  by Section 14.06, receive an
Officers'  Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental  indenture  executed pursuant hereto complies with the requirements
of  this  Article  IX.  The  Trustee  shall  receive  an  Opinion  of Counsel as
conclusive  evidence  that  any supplemental indenture executed pursuant to this
Article  IX  is  authorized  or permitted by, and conforms to, the terms of this
Article  IX  and  that it is proper for the Trustee under the provisions of this
Article  IX  to  join  in  the  execution  thereof.

                                    ARTICLE X

                            REDEMPTION OF SECURITIES

          SECTION  10.01  Optional  Redemption.
                          ---------------------

          At  any  time the Company shall have the right, subject to the receipt
by  the  Company  of  prior  approval from the Federal Reserve, if then required
under  applicable  capital  guidelines  or  policies  of the Federal Reserve, to
redeem the Debt Securities, in whole or in part, on any June 8th or December 8th
on  or  after December 8, 2006 (the "Redemption Date"), at the Redemption Price.

          SECTION  10.02  Special  Event  Redemption.
                          ---------------------------

          If  a  Special  Event shall occur and be continuing, the Company shall
have the right, subject to the receipt by the Company of prior approval from the
Federal Reserve if then required under applicable capital guidelines or policies
of the Federal Reserve, to redeem the Debt Securities, in whole but not in part,
at  any  time within 90 days following the occurrence of such Special Event (the
"Special  Redemption  Date"),  at  the  Special  Redemption  Price.

          SECTION  10.03  Notice  of  Redemption:  Selection of Debt Securities.
                          ------------------------------------------------------

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


                                       46
<PAGE>
          Each such notice of redemption shall specify the CUSIP number, if any,
of  the  Debt  Securities  to  be  redeemed,  the date fixed for redemption, the
redemption  price  at  which  Debt  Securities  are to be redeemed, the place or
places  of payment, that payment will be made upon presentation and surrender of
such  Debt  Securities,  that  interest accrued to the date fixed for redemption
will  be  paid  as  specified  in  said  notice, and that on and after said date
interest thereon or on the portions thereof to be redeemed will cease to accrue.
If less than all the Debt Securities are to be redeemed the notice of redemption
shall  specify  the  numbers  of the Debt Securities to be redeemed. In case the
Debt  Securities are to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall state
that  on  and  after  the date fixed for redemption, upon surrender of such Debt
Security,  a  new  Debt Security or Debt Securities in principal amount equal to
the  unredeemed  portion  thereof  will  be  issued.

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

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

          SECTION  10.04  Payment  of  Debt  Securities  Called  for Redemption.
                          ------------------------------------------------------

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

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


                                       47
<PAGE>
                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

          Nothing  contained  in  this Indenture or in the Debt Securities shall
prevent  any  consolidation  or  merger  of  the  Company with or into any other
corporation  or  corporations  (whether  or  not affiliated with the Company) or
successive  consolidations  or  mergers in which the Company or its successor or
successors  shall  be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property or capital stock of the Company or
its  successor or successors as an entirety, or substantially as an entirety, to
any  other  corporation  (whether  or  not  affiliated  with the Company, or its
successor  or  successors) authorized to acquire and operate the same; provided,
                                                                       --------
however,  that  the  Company  hereby  covenants  and  agrees that, upon any such
-------
consolidation,  merger  (where  the  Company  is not the surviving corporation),
sale, conveyance, transfer or other disposition, the due and punctual payment of
the  principal  of  (and  premium,  if  any)  and  interest  on  all of the Debt
Securities in accordance with their terms, 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, shall be expressly
assumed  by  supplemental indenture satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or into
which  the  Company  shall  have  been merged, or by the entity which shall have
acquired  such  property  or  capital  stock.

          SECTION  11.02  Successor  Entity  to  be  Substituted.
                          ---------------------------------------

          In  case of any such consolidation, merger, sale, conveyance, transfer
or  other  disposition  and  upon  the  assumption  by  the successor entity, 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
premium,  if  any,  and  interest  on all of the Debt Securities and the due and
punctual  performance  and  observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Company, such successor entity
shall  succeed to and be substituted for the Company, with the same effect as if
it  had  been  named herein as the Company, and thereupon the predecessor entity
shall  be  relieved of any further liability or obligation hereunder or upon the
Debt Securities. Such successor entity thereupon may cause to be signed, and may
issue  either  in  its own name or in the name of the Company, any or all of the
Debt  Securities issuable hereunder which theretofore shall not have been signed
by  the  Company  and delivered to the Trustee or the Authenticating Agent; and,
upon  the  order  of such successor entity instead of the Company and subject to
all  the  terms,  conditions  and  limitations in this Indenture prescribed, the
Trustee  or  the  Authenticating  Agent  shall authenticate and deliver any Debt
Securities which previously shall have been signed and delivered by the officers
of  the  Company, to the Trustee or the Authenticating Agent for authentication,
and any Debt Securities which such successor entity thereafter shall cause to be
signed  and  delivered  to  the  Trustee  or  the  Authenticating Agent for that
purpose.  All  the Debt Securities so issued shall in all respects have the same
legal  rank  and benefit under this Indenture as the Debt Securities theretofore
or  thereafter  issued  in accordance with the terms of this Indenture as though
all of such Debt Securities had been issued at the date of the execution hereof.


                                       48
<PAGE>
          SECTION  11.03  Opinion  of  Counsel  to  be  Given  to  Trustee.
                          -------------------------------------------------

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

                                  ARTICLE XII

                    SATISFACTION AND DISCHARGE OF INDENTURE

          SECTION  12.01  Discharge  of Indenture.
                          ------------------------

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

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

          Subject  to the provisions of Section 12.04, all moneys deposited with
the  Trustee  pursuant to Section 12.01 shall be held in trust and applied by it
to  the  payment,  either  directly  or


                                       49
<PAGE>
through  any  paying  agent  (including  the Company if acting as its own paying
agent),  to  the  holders  of  the particular Debt Securities for the payment of
which  such  moneys have been deposited with the Trustee, of all sums due and to
become  due  thereon  for  principal,  and  premium,  if  any,  and  interest.

          SECTION  12.03  Paving  Agent  to  Repay  Moneys  Held.
                          ---------------------------------------

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

          SECTION  12.04  Return  of  Unclaimed  Moneys.
                          ------------------------------

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

                                  ARTICLE XIII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

          SECTION  13.01  Indenture  and  Debt  Securities  Solely  Corporate
                          ---------------------------------------------------
Obligations.
------------

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


                                       50
<PAGE>
                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

          SECTION  14.01  Successors.
                          -----------

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

          SECTION  14.02  Official  Acts  by  Successor  Entity.
                          --------------------------------------

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

          SECTION  14.03  Surrender  of  Company  Powers.
                          -------------------------------

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

          SECTION  14.04  Addresses  for  Notices,  etc.
                          ------------------------------

          Any  notice  or  demand  which  by  any provision of this Indenture is
required  or  permitted  to  be  given  or  served  by  the  Trustee  or  by the
Securityholders  on  the  Company  may  be  given  or served in writing by being
deposited  postage  prepaid  by  registered  or  certified mail in a post office
letter  box  addressed  (until another address is filed by the Company, with the
Trustee  for  the purpose) to the Company at 3250 N. Valdosta Road, Valdosta, GA
31602, Attention: R. Bradford Burnette. Any notice, direction, request or demand
by  any  Securityholder or the Company to or upon the Trustee shall be deemed to
have  been  sufficiently  given  or  made, for all purposes, if given or made in
writing  at  the office of Wilmington Trust Company at Rodney Square North, 1100
North  Market  Street,  Wilmington,  Delaware  19890, Attention: Corporate Trust
Administration.

          SECTION  14.05  Governing  Law.
                          ---------------

          This Indenture and each Debt Security shall be deemed to be a contract
made  under  the  law  of  the  State of New York, and for all purposes shall be
governed  by  and  construed  in  accordance with the law of said State, without
regard  to  conflict  of  laws  principles  thereof.

          SECTION  14.06  Evidence  of  Compliance  with  Conditions  Precedent.
                          ------------------------------------------------------

          Upon  any  application or demand by the Company to the Trustee to take
any  action  under  any  of  the provisions of this Indenture, the Company shall
furnish  to  the Trustee an Officers' Certificate stating that in the opinion of
the  signers  all  conditions  precedent, if any, provided for in this Indenture
relating  to  the  proposed  action  have  been  complied  with  and  an


                                       51
<PAGE>
Opinion  of  Counsel  stating  that,  in  the  opinion of such counsel, all such
conditions  precedent  have  been  complied  with.

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

          SECTION  14.07  Non-Business  Days.
                          -------------------

          In  any  case where the date of payment of interest on or principal of
the  Debt  Securities  is not a Business Day, the payment of such interest on or
principal  of  the Debt Securities need not be made on such date but may be made
on  the  next succeeding Business Day, with the same force and effect as if made
on  the  date  of  payment  and no interest shall accrue for the period from and
after  such date, except if such Business Day is in the next succeeding calendar
year,  such  payment  will  be  made  on the immediately preceding Business Day.

          SECTION  14.08  Table  of  Contents.  Headings,  etc.
                          -------------------------------------

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

          SECTION  14.09  Execution  in  Counterparts.
                          ----------------------------

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

          SECTION  14.10  Separability.
                          -------------

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

          SECTION 14.11  Assignment.
                         -----------

          The  Company  will  have  the  right at all times to assign any of its
rights  or obligations under this Indenture to a direct or indirect wholly owned
Subsidiary  of  the  Company,


                                       52
<PAGE>
provided,  that,  in  the  event of any such assignment, the Company will remain
--------
liable  for  all  such  obligations. Subject to the foregoing, this Indenture is
binding  upon  and  inures  to  the  benefit  of  the  parties  hereto and their
respective  successors and assigns. This Indenture may not otherwise be assigned
by  the  parties  thereto.

          SECTION 14.12  Acknowledgment  of  Rights.
                         ---------------------------

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

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

          SECTION 15.01  Agreement to Subordinate.
                         -------------------------

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

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

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


                                       53
<PAGE>
          SECTION  15.02  Default  on  Senior  Indebtedness.
                          ----------------------------------

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

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

          SECTION  15.03  Liquidation;  Dissolution;  Bankruptcy.
                          ---------------------------------------

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

          In  the  event  that,  notwithstanding  the  foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property  or  securities,


                                       54
<PAGE>
prohibited  by the foregoing, shall be received by the Trustee before all Senior
Indebtedness  of  the  Company  is  paid  in full, or provision is made for such
payment  in  money  in  accordance  with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the  holders  of  such  Senior  Indebtedness  or  their  representative  or
representatives,  or  to the trustee or trustees under any indenture pursuant to
which  any instruments evidencing such Senior Indebtedness may have been issued,
as  their  respective  interests  may  appear, as calculated by the Company, for
application  to the payment of all Senior Indebtedness of the Company, remaining
unpaid  to the extent necessary to pay such Senior Indebtedness in full in money
in  accordance  with its terms, after giving effect to any concurrent payment or
distribution  to  or for the benefit of the holders of such Senior Indebtedness.

          For  purposes  of  this  Article  XV,  the  words  "cash,  property or
securities"  shall  not  be  deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided  for  by a plan of reorganization or readjustment, the payment of which
is  subordinated at least to the extent provided in this Article XV with respect
to the Debt Securities to the payment of all Senior Indebtedness of the Company,
that may at the time be outstanding, provided, that (a) such Senior Indebtedness
                                     --------
is  assumed  by  the  new  corporation,  if  any,  resulting  from  any  such
reorganization or readjustment, and (b) the rights of the holders of such Senior
Indebtedness  are  not,  without  the  consent  of such holders, altered by such
reorganization  or  readjustment.  The consolidation of the Company with, or the
merger  of  the  Company  into,  another  corporation  or  the  liquidation  or
dissolution  of the Company following the conveyance 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 IX of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of  this  Section  15.03  if  such  other  corporation  shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in  Article  IX  of  this Indenture. Nothing in Section 15.02 or in this Section
15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section  6.06  of  this  Indenture.

          SECTION  15.04  Subrogation.
                          ------------

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


                                       55
<PAGE>
          Nothing  contained  in this Article XV or elsewhere in this Indenture,
any  Additional  Provisions  or  in  the Debt Securities is intended to or shall
impair,  as  between the Company, its creditors other than the holders of Senior
Indebtedness  of  the  Company,  and  the  holders  of  the Debt Securities, the
obligation  of  the  Company, which is absolute and unconditional, to pay to the
holders  of  the  Debt  Securities  the  principal  of (and premium, if any) and
interest  on  the  Debt  Securities  as  and  when the same shall become due and
payable  in  accordance  with their terms, or is intended to or shall affect the
relative  rights  of  the  holders  of  the Debt Securities and creditors of the
Company, other than the holders of Senior Indebtedness of the Company, nor shall
anything  herein  or  therein  prevent  the  Trustee  or  the holder of any Debt
Security from exercising all remedies otherwise permitted by applicable law upon
default  under this Indenture, subject to the rights, if any, under this Article
XV  of  the  holders of such Senior Indebtedness in respect of cash, property or
securities  of  the  Company,  received  upon  the  exercise of any such remedy.

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

          SECTION  15.05  Trustee  to  Effectuate  Subordination.
                          ---------------------------------------

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

          SECTION  15.06  Notice by the Company.
                          ----------------------

          The  Company shall give prompt written notice to a Responsible Officer
of  the  Trustee at the Principal Office of the Trustee of any fact known to the
Company  that  would  prohibit  the making of any payment of monies to or by the
Trustee  in  respect  of  the Debt Securities pursuant to the provisions of this
Article  XV.  Notwithstanding  the  provisions  of  this Article XV or any other
provision  of this Indenture or any Additional Provisions, the Trustee shall not
be  charged with knowledge of the existence of any facts that would prohibit the
making  of  any  payment  of  monies to or by the Trustee in respect of the Debt
Securities  pursuant  to  the  provisions of this Article XV, unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have  received written notice thereof from the Company or a holder or holders of
Senior  Indebtedness or from any trustee therefor; and before the receipt of any
such  written  notice,  the  Trustee, subject to the provisions of Article VI of
this  Indenture,  shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
       --------  -------
provided  for  in  this Section 15.06 at least two Business


                                       56
<PAGE>
Days  prior  to  the  date  upon  which by the terms hereof any money may become
payable  for  any  purpose  (including,  without  limitation, the payment of the
principal  of  (or  premium,  if  any)  or interest on any Debt Security), then,
anything  herein  contained  to  the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes  for  which they were received, and shall not be affected by any notice
to  the  contrary  that  may be received by it within two Business Days prior to
such  date.

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

          SECTION  15.07  Rights of the Trustee: Holders of Senior Indebtedness.
                          ------------------------------------------------------

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

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

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

          SECTION  15.08  Subordination  May  Not  Be  Impaired.
                          --------------------------------------

          No right of any present or future holder of any Senior Indebtedness of
the Company to enforce subordination as herein provided shall at any time in any
way  be  prejudiced  or impaired by any act or failure to act on the part of the
Company,  or by any act or failure to act, in good faith, by any such holder, or
by  any  noncompliance  by  the  Company,  with  the  terms,


                                       57
<PAGE>
provisions  and covenants of this Indenture, regardless of any knowledge thereof
that  any  such  holder  may  have  or  otherwise  be  charged  with.

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

          Wilmington  Trust  Company, in its capacity as Trustee, hereby accepts
the  trusts  in  this  Indenture  declared  and  provided,  upon  the  terms and
conditions  herein  above  set  forth.


                                       58
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Indenture to
be  duly  executed by their respective officers thereunto duly authorized, as of
the  day  and  year  first  above  written.



                                     PAB  BANKSHARES  INC.



                                     By:  /s/ R.  Brad  Burnette
                                        --------------------------------------
                                        R.  Brad  Burnette
                                        Chairman



                                     WILMINGTON  TRUST  COMPANY,  as
                                     Trustee



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


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

                                     By:
                                        --------------------------------------
                                        R.  Brad  Burnette
                                        Chairman



                                     WILMINGTON  TRUST  COMPANY,  as
                                        Trustee



                                     By:  /s/  Patricia  A.  Evans
                                        --------------------------------------
                                        Name:  PATRICIA  A.  EVANS
                                        Title: Senior Financial Services Officer


                                                                       Indenture
<PAGE>
                                                                       EXHIBIT A

        FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2031


                           [FORM OF FACE OF SECURITY]

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

          THE  HOLDER  OF  THIS  SECURITY  BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN  OR  ARRANGEMENT  SUBJECT TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT  OF  1974,  AS AMENDED ("ERISA"), OR
SECTION  4975  OF  THE  INTERNAL  REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(EACH  A  "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY
REASON  OF  ANY  PLAN'S  INVESTMENT  IN THE ENTITY AND NO PERSON INVESTING "PLAN
ASSETS"


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

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

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

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


                                      A-1-2
<PAGE>
            Floating Rate Junior Subordinated Debt Security due 2031

                                       of

                              PAB BANKSHARES INC.

          PAB  Bankshares Inc., a Georgia corporation (the "Company"), for value
received  promises  to  pay  to  _______________  (the  "Holder")  or registered
assigns, the principal sum of __________________ ($_______________) on  December
8,  2031,  and  to pay interest on said principal sum from November 28, 2001, 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, semi-annually
(subject  to  deferral  as set forth herein) in arrears on June 8th and December
8th  of each year commencing June 8, 2002, at a variable per annum rate equal to
LIBOR  (as defined in the Indenture) plus 3.75% (the "Interest Rate") (provided,
                                                                       --------
that  the  applicable  Interest  Rate  may not exceed 11.0% through the Interest
Payment Date in December, 2006) until the principal hereof shall have become due
and  payable,  and  on any overdue principal and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on any
overdue  installment of interest at an annual rate equal to the Interest Rate in
effect  for  each  such Extension Period compounded semi-annually. The amount of
interest  payable on any Interest Payment Date shall be computed on the basis of
a  360-day  year  and the actual number of days elapsed in the relevant interest
period. In the event that any date on which the principal or interest is payable
on  this  Debt Security is not a Business Day, then payment payable on such date
will  be made on the next succeeding day that is a Business Day (and without any
interest  or  other  payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on  the immediately preceding Business Day, in each case with the same force and
effect  as  if  made  on  such  date.  The  interest installment so payable, and
punctually  paid  or  duly  provided  for, on any Interest Payment Date will, as
provided  in  the  Indenture,  be  paid  to  the  Person in whose name this Debt
Security  (or  one or more Predecessor Securities, as defined in said Indenture)
is  registered  at  the  close  of  business on the regular record date for such
interest  installment, except that interest and any Deferred Interest payable on
the  Maturity  Date  shall  be paid to the Person to whom principal is paid. Any
such  interest  installment  not  punctually  paid  or  duly  provided for shall
forthwith  cease  to be payable to the registered holders on such regular record
date  and  may be paid to the Person in whose name this Debt Security (or one or
more  Predecessor  Debt  Securities) is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such defaulted
interest,  notice  whereof  shall be given to the registered holders of the Debt
Securities  not less than 10 days prior to such special record date, all as more
fully  provided  in  the  Indenture.  The principal of and interest on this Debt
Security  shall  be  payable  at  the  office or agency of the Trustee (or other
paying  agent  appointed by the Company) maintained for that purpose in any coin
or currency of the United States of America that at the time of payment is legal
tender  for payment of public and private debts; provided, however, that payment
                                                 --------  -------
of  interest  may  be  made  at the option of the Company by check mailed to the
registered  holder at such address as shall appear in the Debt Security Register
or by wire transfer to an account appropriately designated by the holder hereof.
Notwithstanding  the  foregoing,  so long as the holder of this Debt Security is
the  Institutional  Trustee,  the  payment  of  the  principal  of  and


                                      A-1-3
<PAGE>
interest  on  this  Debt Security will be made in immediately available funds at
such  place  and  to  such  account  as  may  be  designated  by  the  Trustee.

          So  long  as  no  Event of Default has occurred and is continuing, the
Company  shall  have the right, from time to time, to defer payments of interest
on  the  Debt  Securities  by  extending the interest payment period on the Debt
Securities  at  any  time  and  from  time  to  time during the term of the Debt
Securities,  for  up  to  10 consecutive semi-annual periods (each such extended
interest  payment  period, an "Extension Period"), during which Extension Period
no interest shall be due and payable (except any Additional Interest that may be
due  and payable). During any Extension Period, interest will continue to accrue
on  the  Debt  Securities,  and  interest on such accrued interest (such accrued
interest  and  interest  thereon referred to herein as "Deferred Interest") will
accrue  at  the  Interest  Rate,  compounded  semi-annually  from  the date such
Deferred  Interest would have been payable were it not for the Extension Period,
both to the extent permitted by law. No Extension Period may end on a date other
than  an  Interest  Payment  Date.  At  the end of any such Extension Period the
Company  shall  pay  all  Deferred  Interest then accrued and unpaid on the Debt
Securities;  provided,  however,  that no Extension Period may extend beyond the
             --------   -------
Maturity  Date and provided, further, however, during any such Extension Period,
                   --------  -------  -------
the  Company  may  not  (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the Company's capital stock or (ii) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Company  that  rank pari passu in all respects with or junior in interest to the
Debt  Securities  (other than (a) repurchases, redemptions or other acquisitions
of  shares of capital stock of the Company (I) in connection with any employment
contract,  benefit  plan or other similar arrangement with or for the benefit of
one  or  more  employees, officers, directors or consultants, (II) in connection
with  a  dividend  reinvestment  or  stockholder stock purchase plan or (III) in
connection  with  the  issuance  of  capital stock of the Company (or securities
convertible  into or exercisable for such capital stock), as consideration in an
acquisition  transaction  entered into prior to the applicable Extension Period,
(b)  as  a  result  of  any exchange or conversion of any class or series of the
Company's  capital  stock  (or any capital stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of  the  Company's indebtedness for any class or series of the Company's capital
stock,  (c)  the  purchase  of  fractional  interests in shares of the Company's
capital  stock pursuant to the conversion or exchange provisions of such capital
stock  or  the  security  being converted or exchanged, (d) any declaration of a
dividend  in  connection  with any stockholder's rights plan, or the issuance of
rights,  stock  or  other  property  under any stockholder's rights plan, or the
redemption  or repurchase of rights pursuant thereto, or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock  issuable  upon  exercise of such warrants, options or other rights is the
same  stock as that on which the dividend is being paid or ranks pari passu with
or  junior to such stock). Prior to the termination of any Extension Period, the
Company may further extend such period, provided, that such period together with
                                        --------
all such previous and further consecutive extensions thereof shall not exceed 10
consecutive  semi-annual  periods,  or extend beyond the Maturity Date. Upon the
termination  of  any  Extension  Period  and  upon  the  payment of all Deferred
Interest,  the  Company  may  commence  a  new  Extension Period, subject to the
foregoing  requirements.  No  interest  or  Deferred  Interest  shall be due and
payable  during  an  Extension  Period,  except  at  the  end  thereof, but each
installment  of  interest  that would otherwise have been due and payable during
such


                                      A-1-4
<PAGE>
Extension Period shall bear Deferred Interest. The Company must give the Trustee
notice  of its election to begin such Extension Period at least one Business Day
prior  to the earlier of (i) the date interest on the Debt Securities would have
been  payable except for the election to begin such Extension Period or (ii) the
date  such  interest  is  payable,  but  in any event not later than the related
regular  record  date.

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

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

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

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


                                      A-1-5
<PAGE>
          IN  WITNESS  WHEREOF,  the Company has duly executed this certificate.

                                        PAB  BANKSHARES  INC.

                                        By:________________________________
                                           Name:
                                           Title:

Dated: ___________

                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

                                   WILMINGTON TRUST COMPANY, not in its
                                   individual capacity but solely as the Trustee

                                   By:
                                      ------------------------------------------
                                           Authorized Officer

Dated:
      ------------------


                                      A-1-6
<PAGE>
                          [FORM OF REVERSE OF SECURITY]

          This  Debt  Security  is  one  of  a  duly  authorized  series of Debt
Securities  of  the Company, all issued or to be issued pursuant to an Indenture
(the  "Indenture")  dated  as  of November 28, 2001, duly executed and delivered
between the Company and Wilmington Trust Company, as Trustee (the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for  a description of the rights, limitations of rights, obligations, duties and
immunities  thereunder  of  the Trustee, the Company and the holders of the Debt
Securities  (referred  to  herein  as  the "Debt Securities") of which this Debt
Security  is  a  part.  The summary of the terms of this Debt Security contained
herein  does  not  purport  to  be complete and is qualified by reference to the
Indenture.

          Upon  the  occurrence  and  continuation of a Tax Event, an Investment
Company  Event  or  a Capital Treatment Event, this Debt Security may become due
and payable, in whole but not in part, at any time, within 90 days following the
occurrence  of  such  Tax  Event,  Investment Company Event or Capital Treatment
Event  (the  "Special  Redemption  Date"),  as  the  case may be, at the Special
Redemption  Price.  The  Company  shall  also have the right to redeem this Debt
Security  at  the option of the Company, in whole or in part, on any June 8th or
December  8th  on  or  after  December  8,  2006  (a  "Redemption Date"), at the
Redemption  Price.

          Any  redemption  pursuant  to  the  preceding  paragraph will be made,
subject  to  the  receipt  by  the  Company  of prior approval from the Board of
Governors of the Federal Reserve System (the "Federal Reserve") if then required
under applicable capital guidelines or policies of the Federal Reserve, upon not
less  than  30  days'  nor more than 60 days' notice. If the Debt Securities are
only  partially  redeemed  by  the Company, the Debt Securities will be redeemed
pro rata or  by  lot  or  by  any  other  method  utilized  by  the  Trustee.
--------

          "Redemption  Price"  means  100%  of  the principal amount of the Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on  such Debt
Securities  to  the  Redemption Date, or, in the case of a redemption due to the
occurrence  of  a  Special Event, to the Special Redemption Date if such Special
Redemption  Date  is  on  or  after  December  8,  2006.

          "Special Redemption Price" means (1) if the Special Redemption Date is
before  December 8, 2006, the greater of (a) 100% of the principal amount of the
Debt Securities being redeemed pursuant to Section 10.02 of the Indenture or (b)
as  determined  by  a  Quotation  Agent,  the  sum  of the present values of the
principal  amount  payable  as  part  of  the Redemption Price with respect to a
redemption  as  of December 8, 2006, together with the present value of interest
payments  calculated  at  a fixed per annum rate of interest equal to 9.95% over
the Remaining Life of such Debt Securities, discounted to the Special Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months)  at the Treasury Rate plus .50%, plus, in the case of either (a) or (b),
accrued  and  unpaid  interest on such Debt Securities to the Special Redemption
Date and (2) if the Special Redemption Date is on or after December 8, 2006, the
Redemption  Price  for  such  Special  Redemption  Date.

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


                                      A-1-1
<PAGE>
accordance with customary financial practice, in pricing new issues of corporate
debt  securities  of  comparable  maturity  to  the Remaining Life. If no United
States  Treasury  security  has  a  maturity which is within a period from three
months  before  to  three  months  after  December 8, 2006, the two most closely
corresponding  United States Treasury securities shall be used as the Comparable
Treasury Issue, and the Treasury Rate shall be interpolated or extrapolated on a
straight-line  basis,  rounding  to  the  nearest  month  using such securities.

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

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

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

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

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

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


                                      A-1-2
<PAGE>
          In  the  event of redemption of this Debt Security in part only, a new
Debt  Security  or  Debt  Securities  for  the unredeemed portion hereof will be
issued  in  the  name  of  the  holder  hereof  upon  the  cancellation  hereof.

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

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

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

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


                                      A-1-3
<PAGE>
made  for any such registration of transfer, but the Company may require payment
of  a  sum  sufficient  to cover any tax or other governmental charge payable in
relation  thereto.

          Prior  to  due  presentment  for registration of transfer of this Debt
Security,  the Company, the Trustee, any Authenticating Agent, any paying agent,
any  transfer  agent  and  the  Debt  Security  registrar may deem and treat the
registered  holder hereof as the absolute owner hereof (whether or not this Debt
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon)  for  the purpose of receiving payment of 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 Authenticating Agent nor any paying agent nor
any  transfer  agent  nor  any  Debt Security registrar shall be affected by any
notice  to  the  contrary.

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

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

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

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


                                      A-1-4
<PAGE>