Exhibit 4.57



                 ===============================================





                               FIRST BANKS, INC.,
                                    as Issuer






                                    INDENTURE

                          Dated as of December 14, 2006



                            WILMINGTON TRUST COMPANY,
                                   as Trustee




        FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES


                                    DUE 2036

                 ===============================================

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<TABLE>
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                                                TABLE OF CONTENTS
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                                                                                                                Page
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<S>                                                                                                              <C>
ARTICLE I. DEFINITIONS............................................................................................1

     Section 1.1.      Definitions................................................................................1

ARTICLE II. DEBENTURES............................................................................................8

     Section 2.1.      Authentication and Dating..................................................................8
     Section 2.2.      Form of Trustee's Certificate of Authentication............................................9
     Section 2.3.      Form and Denomination of Debentures........................................................9
     Section 2.4.      Execution of Debentures....................................................................9
     Section 2.5.      Exchange and Registration of Transfer of Debentures.......................................10
     Section 2.6.      Mutilated, Destroyed, Lost or Stolen Debentures...........................................12
     Section 2.7.      Temporary Debentures......................................................................12
     Section 2.8.      Payment of Interest and Additional Interest...............................................13
     Section 2.9.      Cancellation of Debentures Paid, etc......................................................14
     Section 2.10.     Computation of Interest...................................................................14
     Section 2.11.     Extension of Interest Payment Period......................................................15
     Section 2.12.     CUSIP Numbers.............................................................................16
     Section 2.13.     Global Debentures.........................................................................17

ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY.................................................................18

     Section 3.1.      Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures............18
     Section 3.2.      Offices for Notices and Payments, etc.....................................................19
     Section 3.3.      Appointments to Fill Vacancies in Trustee's Office........................................19
     Section 3.4.      Provision as to Paying Agent..............................................................20
     Section 3.5.      Certificate to Trustee....................................................................20
     Section 3.6.      Additional Sums...........................................................................21
     Section 3.7.      Compliance with Consolidation Provisions..................................................21
     Section 3.8.      Limitation on Dividends...................................................................21
     Section 3.9.      Covenants as to the Trust.................................................................22
     Section 3.10.     Additional Junior Indebtedness............................................................22

ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE....................................22

     Section 4.1.      Securityholders' Lists....................................................................22
     Section 4.2.      Preservation and Disclosure of Lists......................................................22

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT..................................23

     Section 5.1.      Events of Default.........................................................................23
     Section 5.2.      Payment of Debentures on Default; Suit Therefor...........................................25
     Section 5.3.      Application of Moneys Collected by Trustee................................................26
     Section 5.4.      Proceedings by Securityholders............................................................27
     Section 5.5.      Proceedings by Trustee....................................................................27
     Section 5.6.      Remedies Cumulative and Continuing; Delay or Omission Not a Waiver........................27
     Section 5.7.      Direction of Proceedings and Waiver of Defaults by Majority of Securityholders............28
     Section 5.8.      Notice of Defaults........................................................................28
     Section 5.9.      Undertaking to Pay Costs..................................................................28

ARTICLE VI. CONCERNING THE TRUSTEE...............................................................................29

     Section 6.1.      Duties and Responsibilities of Trustee....................................................29
     Section 6.2.      Reliance on Documents, Opinions, etc......................................................30
     Section 6.3.      No Responsibility for Recitals, etc.......................................................30
     Section 6.4.      Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                       Registrar May Own Debentures..............................................................31
     Section 6.5.      Moneys to be Held in Trust................................................................31
     Section 6.6.      Compensation and Expenses of Trustee......................................................31
     Section 6.7.      Officers' Certificate as Evidence.........................................................32
     Section 6.8.      Eligibility of Trustee....................................................................32
     Section 6.9.      Resignation or Removal of Trustee.........................................................32
     Section 6.10.     Acceptance by Successor Trustee...........................................................33
     Section 6.11.     Succession by Merger, etc.................................................................34
     Section 6.12.     Authenticating Agents.....................................................................34
<PAGE>

ARTICLE VII. CONCERNING THE SECURITYHOLDERS......................................................................35

     Section 7.1.      Action by Securityholders.................................................................35
     Section 7.2.      Proof of Execution by Securityholders.....................................................36
     Section 7.3.      Who Are Deemed Absolute Owners............................................................36
     Section 7.4.      Debentures Owned by Company Deemed Not Outstanding........................................36
     Section 7.5.      Revocation of Consents; Future Holders Bound..............................................36

ARTICLE VIII. SECURITYHOLDERS' MEETINGS..........................................................................37

     Section 8.1.      Purposes of Meetings......................................................................37
     Section 8.2.      Call of Meetings by Trustee...............................................................37
     Section 8.3.      Call of Meetings by Company or Securityholders............................................37
     Section 8.4.      Qualifications for Voting.................................................................37
     Section 8.5.      Regulations...............................................................................38
     Section 8.6.      Voting....................................................................................38
     Section 8.7.      Quorum; Actions...........................................................................38

ARTICLE IX. SUPPLEMENTAL INDENTURES..............................................................................39

     Section 9.1.      Supplemental Indentures without Consent of Securityholders................................39
     Section 9.2.      Supplemental Indentures with Consent of Securityholders...................................40
     Section 9.3.      Effect of Supplemental Indentures.........................................................41
     Section 9.4.      Notation on Debentures....................................................................41
     Section 9.5.      Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee...............41

ARTICLE X. REDEMPTION OF SECURITIES..............................................................................41

     Section 10.1.     Optional Redemption.......................................................................41
     Section 10.2.     Special Event Redemption..................................................................42
     Section 10.3.     Notice of Redemption; Selection of Debentures.............................................42
     Section 10.4.     Payment of Debentures Called for Redemption...............................................42

ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE....................................................43

     Section 11.1.     Company May Consolidate, etc., on Certain Terms...........................................43
     Section 11.2.     Successor Entity to be Substituted........................................................43
     Section 11.3.     Opinion of Counsel to be Given to Trustee.................................................44

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE.............................................................44

     Section 12.1.     Discharge of Indenture....................................................................44
     Section 12.2.     Deposited Moneys to be Held in Trust by Trustee...........................................44
     Section 12.3.     Paying Agent to Repay Moneys Held.........................................................44
     Section 12.4.     Return of Unclaimed Moneys................................................................45

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS....................................45

     Section 13.1.     Indenture and Debentures Solely Corporate Obligations.....................................45

ARTICLE XIV. MISCELLANEOUS PROVISIONS............................................................................45

     Section 14.1.     Successors................................................................................45
     Section 14.2.     Official Acts by Successor Entity.........................................................45
     Section 14.3.     Surrender of Company Powers...............................................................45
     Section 14.4.     Addresses for Notices, etc................................................................45
     Section 14.5.     Governing Law.............................................................................46
     Section 14.6.     Evidence of Compliance with Conditions Precedent..........................................46
     Section 14.7.     Table of Contents, Headings, etc..........................................................46
     Section 14.8.     Execution in Counterparts.................................................................46
     Section 14.9.     Separability..............................................................................46
     Section 14.10.    Assignment................................................................................46
     Section 14.11.    Acknowledgment of Rights..................................................................47

ARTICLE XV. SUBORDINATION OF DEBENTURES..........................................................................47

     Section 15.1.     Agreement to Subordinate..................................................................47
     Section 15.2.     Default on Senior Indebtedness............................................................47
     Section 15.3.     Liquidation, Dissolution, Bankruptcy......................................................48
     Section 15.4.     Subrogation...............................................................................49
     Section 15.5.     Trustee to Effectuate Subordination.......................................................49
     Section 15.6.     Notice by the Company.....................................................................49
     Section 15.7.     Rights of the Trustee; Holders of Senior Indebtedness.....................................50
     Section 15.8.     Subordination May Not Be Impaired.........................................................50

Exhibit A    Form of Floating Rate Junior Subordinated Deferrable Interest Debenture
Exhibit B    Form of Certificate to Trustee

</TABLE>


<PAGE>

         THIS  INDENTURE,  dated as of December 14, 2006,  between  First Banks,
Inc., a Missouri  corporation (the "Company"),  and Wilmington Trust Company,  a
                                    -------
Delaware banking corporation, as debenture trustee (the "Trustee").
                                                         -------

                                   WITNESSETH:

         WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has duly
authorized  the issuance of its  Floating  Rate Junior  Subordinated  Deferrable
Interest Debentures due 2036 (the "Debentures") under this Indenture to provide,
among  other  things,  for  the  execution  and  authentication,   delivery  and
administration  thereof,  and the Company has duly  authorized  the execution of
this Indenture; and

         WHEREAS,  all acts and things  necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

         NOW, THEREFORE, This Indenture Witnesseth:

         In consideration of the premises, and the purchase of the Debentures 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 Debentures as follows:

                                   ARTICLE I.
                                  DEFINITIONS
                                  -----------

         Section 1.1.   Definitions.  The  terms  defined  in  this  Section 1.1
                        -----------
(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 1.1. All
accounting  terms used herein and not expressly  defined shall have the meanings
assigned  to  such  terms  in  accordance  with  generally  accepted  accounting
principles and the term "generally  accepted  accounting  principles" means such
accounting principles as are generally accepted in the United States at the time
of any computation. The words "herein," "hereof" and "hereunder" and other words
of similar  import refer to this  Indenture as a whole and not to any particular
Article, Section or other subdivision.

         "Acceleration Event of Default" means an Event of Default under Section
          -----------------------------
5.1(a),  (d),  (e) or (f),  whatever the reason for such  Acceleration  Event of
Default  and  whether it shall be  voluntary  or  involuntary  or be effected by
operation  of law or pursuant to any  judgment,  decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

         "Additional Interest" has the meaning set forth in Section 2.11.
          -------------------

         "Additional Junior  Indebtedness"  means, without duplication and other
          -------------------------------
than  the  Debentures,  any  indebtedness,  liabilities  or  obligations  of the
Company, or any Subsidiary of the Company,  under debt securities (or guarantees
in respect of debt securities) initially issued after the date of this Indenture
to any trust,  or a trustee of a trust,  partnership or other entity  affiliated
with the Company that is, directly or indirectly,  a finance subsidiary (as such
term is defined in Rule 3a-5 under the Investment  Company Act of 1940) or other
financing  vehicle of the Company or any Subsidiary of the Company in connection
with the issuance by that entity of  preferred  securities  or other  securities
that  are  eligible  to  qualify  for  Tier 1  capital  treatment  (or its  then
equivalent)  for  purposes of the  capital  adequacy  guidelines  of the Federal
Reserve,  as then in effect and applicable to the Company (or, if the Company is
not a bank holding  company,  such  guidelines  applied to the Company as if the
Company were subject to such guidelines);  provided, however, that the inability
                                           --------  -------
of the Company to treat all or any portion of the Additional Junior Indebtedness
as Tier 1 capital shall not disqualify it as Additional  Junior  Indebtedness if
such  inability  results from the Company  having  cumulative  preferred  stock,

<PAGE>

minority interests in consolidated subsidiaries,  or any other class of security
or interest which the Federal Reserve now or may hereafter accord Tier 1 capital
treatment  (including the  Debentures) in excess of the amount which may qualify
for treatment as Tier 1 capital under applicable capital adequacy guidelines.

         "Additional Sums" has the meaning set forth in Section 3.6.
          ---------------

         "Affiliate"  has the same  meaning as given to that term in Rule 405 of
          ---------
the Securities Act or any successor rule thereunder.

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

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

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

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

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

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

         "Capital Securities" means undivided beneficial interests in the assets
          ------------------
of the Trust which rank pari passu with Common  Securities  issued by the Trust;
provided,  however,  that upon the  occurrence  and  continuance  of an Event of
--------   -------
Default  (as defined in the  Declaration),  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 enters into with  Wilmington  Trust Company,  as guarantee  trustee,  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 the  occurrence  of any amendment  to, or change  (including  any
announced  prospective  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 Debentures,  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 its then equivalent) for purposes of
the capital adequacy  guidelines of the Federal  Reserve,  as then in effect and
applicable  to the Company (or if the Company is not a bank  holding  company or
otherwise is not subject to the Federal  Reserve's  risk-based  capital adequacy
guidelines,  such  guidelines  applied  to the  Company as if the  Company  were

<PAGE>

subject  to such  guidelines);  provided,  however,  that the  inability  of the
                                --------   -------
Company to treat all or any  portion of the  liquidation  amount of the  Capital
Securities  as Tier l  Capital  shall  not  constitute  the  basis for a Capital
Treatment  Event, if such inability  results from the Company having  cumulative
preferred stock, minority interests in consolidated  subsidiaries,  or any other
class of security or interest  which the Federal  Reserve or OTS, as applicable,
may now or  hereafter  accord Tier 1 Capital  treatment  in excess of the amount
which  may now or  hereafter  qualify  for  treatment  as Tier 1  Capital  under
applicable  capital adequacy  guidelines;  provided further,  however,  that the
                                           -------- -------   -------
distribution of Debentures in connection with the liquidation of the Trust 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 rank pari passu with Capital  Securities issued by the Trust;
provided,  however,  that upon the  occurrence  and  continuance  of an Event of
--------   -------
Default  (as defined in the  Declaration),  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 First Banks, Inc., a Missouri corporation, and, subject
          -------
to the provisions of Article XI, shall include its successors and assigns.

         "Coupon Rate" has the meaning set forth in Section 2.8.
          -----------

         "Debenture" or "Debentures" has the meaning stated in the first recital
          ---------      ----------
of this Indenture.

         "Debenture Register" has the meaning specified in Section 2.5.
          ------------------

         "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 2.8.
          ------------------

         "Depositary"  means an  organization  registered  as a clearing  agency
          ----------
under the Exchange Act that is  designated  as  Depositary by the Company or any
successor thereto. The initial Depositary will be DTC.

         "Depositary  Participant" means a broker, dealer, bank, other financial
          -----------------------
institution  or other  Person  for whom from time to time a  Depositary  effects
book-entry transfers and pledges of securities deposited with the Depositary.

         "Distribution  Period"  means (i) with respect to interest  paid on the
          --------------------
first Interest Payment Date, the period beginning on (and including) the date of
original  issuance and ending on (but  excluding)  the Interest  Payment Date in
March 2007 and (ii) thereafter, with respect to interest paid on each successive
Interest  Payment Date,  the period  beginning on (and  including) the preceding
Interest  Payment  Date and  ending on (but  excluding)  such  current  Interest
Payment Date.

         "Determination Date" has the meaning set forth in Section 2.10.
          ------------------

         "DTC" means the Depository Trust Company, a New York corporation.
          ---
<PAGE>

         "Event of Default" means any event specified in Section 5.1,  continued
          ----------------
for the  period of time,  if any,  and after the giving of the  notice,  if any,
therein designated.

         "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
          -------------
from time to time, or any successor legislation.

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

         "Federal  Reserve" means the Board of Governors of the Federal  Reserve
          ----------------
System,  or its  designated  district  bank,  as  applicable,  and any successor
federal  agency that is primarily  responsible  for regulating the activities of
bank holding companies.

         "Global  Debenture"  means a security that evidences all or part of the
          -----------------
Debentures,  the  ownership  and  transfers  of which shall be made through book
entries by a Depositary.

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

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

         "Interest  Payment  Date"  means March 15,  June 15,  September  15 and
          -----------------------
December  15 of each year during the term of this  Indenture,  or if such day is
not a Business Day, then the next succeeding  Business Day (it being  understood
that interest accrues for any such non-Business Day), commencing in March 2007.

         "Interest  Rate" means for the  Distribution  Period  beginning on (and
          --------------
including)  the date of  original  issuance  and ending on (but  excluding)  the
Interest  Payment  Date in March 2007 the rate per annum of 7.20%,  and for each
Distribution  Period  beginning on or after the  Interest  Payment Date in March
2007, the Coupon Rate for such Distribution Period.

         "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 the occurrence of a change in law or regulation or written change
(including any announced prospective change) in interpretation or application of
law or  regulation  by any  legislative  body,  court,  governmental  agency  or
regulatory authority, there is more than an insubstantial risk that the 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  issuance of
the Debentures.

         "Liquidation  Amount"  means the stated  amount of $1,000.00  per Trust
          -------------------
Security.

         "Maturity Date" means December 15, 2036.
          -------------

         "Officers'  Certificate"  means a certificate signed by the Chairman of
         -----------------------
the Board, the Chief Executive Officer,  the Vice Chairman,  the President,  any
Managing  Director or any Vice  President,  and by 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 14.6 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 14.6 if and to the extent required by the
provisions of such Section.
<PAGE>

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

         The term "outstanding," when used with reference to Debentures,  means,
                   -----------
subject to the  provisions  of  Section  7.4,  as of any  particular  time,  all
Debentures  authenticated  and  delivered  by the Trustee or the  Authenticating
Agent under this Indenture, except:

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

         (b)   Debentures, 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,  however,  that, if such  Debentures,  or portions
                    --------   -------
thereof, are to be redeemed prior to maturity thereof, notice of such redemption
shall have been given as provided in Section 10.3 or provision  satisfactory  to
the Trustee shall have been made for giving such notice; and

         (c)   Debentures paid  pursuant  to  Section  2.6 or in  lieu  of or in
substitution  for which  other  Debentures  shall  have been  authenticated  and
delivered  pursuant to the terms of Section 2.6 unless proof satisfactory to the
Company and the Trustee is presented  that any such  Debentures 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 Debenture means every previous
          --------------------
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular  Debenture;  and,  for  purposes of this  definition,  any  Debenture
authenticated  and delivered  under Section 2.6 in lieu of a lost,  destroyed or
stolen  Debenture  shall  be  deemed  to  evidence  the same  debt as the  lost,
destroyed or stolen Debenture.

         "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 the time of the execution
of this  Indenture  shall be Rodney  Square  North,  1100 North  Market  Street,
Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration.

         "Redemption Date" has the meaning set forth in Section 10.1.
          ---------------

         "Redemption Price" means 100% of the principal amount of the Debentures
          ----------------
being  redeemed,  plus accrued and unpaid  interest  (including  any  Additional
Interest) on such Debentures to the Redemption Date.

         "Responsible  Officer" means, with respect to the Trustee,  any officer
          --------------------
within the Principal Office of the Trustee,  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.
<PAGE>

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

         "Securityholder," "holder of Debentures," or other similar terms, means
          --------------
any Person in whose name at the time a particular Debenture is registered on the
register kept by the Company or the Trustee for that purpose in accordance with
the terms hereof.

         "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 all borrowed and purchased money 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;  (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
Company  associated  with  derivative  products  such as  interest  and  foreign
exchange rate contracts, commodity contracts, and similar arrangements; (vi) all
obligations  of the type  referred  to in clauses (i) through (v) above of other
Persons  for the  payment  of which  the  Company  is  responsible  or liable as
obligor,   guarantor  or  otherwise  including,   without  limitation,   similar
obligations   arising  from  off-balance  sheet  guarantees  and  direct  credit
substitutes;  and (vii) all  obligations  of the type referred to in clauses (i)
through (vi) 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. Notwithstanding the foregoing, "Senior Indebtedness" shall not include
(1) any Additional Junior  Indebtedness,  (2) Debentures issued pursuant to this
Indenture  and  guarantees  in respect of such  Debentures,  (3) trade  accounts
payable of the Company  arising in the ordinary  course of business  (such trade
accounts payable being pari passu in right of payment to the Debentures), or (4)
obligations  with respect to which (a) in the instrument  creating or evidencing
the same or pursuant to which the same is outstanding,  it is provided that such
obligations are pari passu, junior or otherwise not superior in right of payment
to the  Debentures  and (b) the  Company,  prior to the  issuance  thereof,  has
notified  (and,  if  then  required  under  the  applicable  guidelines  of  the
regulating  entity,  has  received  approval  from) the Federal  Reserve (if the
Company is a bank  holding  company) or the OTS (if the Company is a savings and
loan  holding  company).   Senior  Indebtedness  shall  continue  to  be  Senior
Indebtedness and be entitled to the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.

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

         "Special Redemption Date" has the meaning set forth in Section 10.2.
          -----------------------

         "Special  Redemption  Price" means the price set forth in the following
          --------------------------
table for any Special  Redemption  Date that occurs on the date indicated  below
(or if such day is not a Business Day, then the next  succeeding  Business Day),
expressed as the  percentage of the  principal  amount of the  Debentures  being
redeemed:
<PAGE>

      ----------------------------------  ----------------------------
            Month in which Special          Special Redemption Price
            ----------------------          ------------------------
            Redemption Date Occurs
            ----------------------
      ----------------------------------  ----------------------------
                  March 2007                        104.625%
      ----------------------------------  ----------------------------
                  June 2007                         104.300%
      ----------------------------------  ----------------------------
                September 2007                      104.000%
      ----------------------------------  ----------------------------
                December 2007                       103.650%
      ----------------------------------  ----------------------------
                  March 2008                        103.350%
      ----------------------------------  ----------------------------
                  June 2008                         103.000%
      ----------------------------------  ----------------------------
                September 2008                      102.700%
      ----------------------------------  ----------------------------
                December 2008                       102.350%
      ----------------------------------  ----------------------------
                  March 2009                        102.050%
      ----------------------------------  ----------------------------
                  June 2009                         101.700%
      ----------------------------------  ----------------------------
                September 2009                      101.400%
      ----------------------------------  ----------------------------
                December 2009                       101.050%
      ----------------------------------  ----------------------------
                  March 2010                        100.750%
      ----------------------------------  ----------------------------
                  June 2010                         100.450%
      ----------------------------------  ----------------------------
                September 2010                      100.200%
      ----------------------------------  ----------------------------
         December 2010 and thereafter               100.000%
      ----------------------------------  ----------------------------


plus,  in each case,  accrued  and unpaid  interest  (including  any  Additional
Interest) on such Debentures to the 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,  field service advice, regulatory procedure, notice
or  announcement,  including any notice or  announcement of intent to adopt such

<PAGE>

procedures or regulations)  (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 Debentures, 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 Debentures;  (ii) interest  payable by the Company on
the  Debentures 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 or other governmental charges.

         "3-Month LIBOR" has the meaning set forth in Section 2.10.
          -------------

         "Telerate Page 3750" has the meaning set forth in Section 2.10.
          ------------------

         "Trust" shall mean First Bank Statutory Trust VII, a Delaware statutory
          -----
trust,  or any other similar  trust  created for the purpose of issuing  Capital
Securities in connection  with the issuance of Debentures  under this Indenture,
of which the Company is the sponsor.

         "Trust  Securities" means Common  Securities and Capital  Securities of
          -----------------
the Trust.

         "Trustee"  means  Wilmington   Trust  Company,   and,  subject  to  the
          -------
provisions of Article VI hereof,  shall also include its  successors and assigns
as Trustee hereunder.

                                   ARTICLE II.
                                   DEBENTURES
                                   ----------

         Section 2.1.   Authentication  and  Dating.   Upon  the  execution  and
                        ---------------------------
delivery of this Indenture,  or from time to time  thereafter,  Debentures in an
aggregate  principal amount not in excess of $51,547,000.00  may be executed and
delivered  by the Company to the Trustee for  authentication,  and the  Trustee,
upon receipt of a written authentication order from the Company, shall thereupon
authenticate  and make  available  for delivery  said  Debentures to or upon the
written order of the Company,  signed by its Chairman of the Board of Directors,
Chief  Executive  Officer,  Vice Chairman,  the  President,  one of its Managing
Directors  or one of its Vice  Presidents  without  any  further  action  by the
Company  hereunder.  Notwithstanding  anything to the contrary contained herein,
the  Trustee  shall be  fully  protected  in  relying  upon  the  aforementioned
authentication  order and written order in  authenticating  and delivering  said
Debentures.  In  authenticating  such  Debentures,  and accepting the additional
responsibilities  under this  Indenture  in  relation  to such  Debentures,  the
Trustee  shall be  entitled to receive,  and  (subject to Section  6.1) shall be
fully protected in relying upon:

         (a)   a copy of any Board  Resolution  or  Board  Resolutions  relating
thereto and, if applicable,  an appropriate  record of any action taken pursuant
to such  resolution,  in each case  certified  by the  Secretary or an Assistant
Secretary of the Company, as the case may be; and

         (b)   an Opinion of Counsel prepared in accordance  with  Section  14.6
which shall also state:

                    (1)  that such Debentures,  when authenticated and delivered
               by the  Trustee  and  issued by the  Company  in each case in the
               manner and subject to any conditions specified in such Opinion of
               Counsel, will constitute valid and legally binding obligations of
               the  Company,  subject to or limited  by  applicable  bankruptcy,
               insolvency,   reorganization,    conservatorship,   receivership,
               moratorium and other  statutory or decisional laws relating to or
<PAGE>

               affecting  creditors'  rights or the  reorganization of financial
               institutions  (including,  without  limitation,   preference  and
               fraudulent conveyance or transfer laws),  heretofore or hereafter
               enacted  or  in  effect,   affecting   the  rights  of  creditors
               generally; and

                    (2)  that  all  laws  and  requirements  in  respect  of the
               execution and delivery by the Company of the Debentures have been
               complied  with  and  that  authentication  and  delivery  of  the
               Debentures  by the  Trustee  will not  violate  the terms of this
               Indenture.

         The Trustee shall have the right to decline to authenticate and deliver
any  Debentures  under this Section if the Trustee,  being advised in writing 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  Debentures  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 Debentures,  as evidenced by their
execution of such Debentures.

         Section  2.2.  Form of Trustee's  Certificate  of  Authentication.  The
                        --------------------------------------------------
Trustee's   certificate  of   authentication  on  all  Debentures  shall  be  in
substantially the following form:

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

         WILMINGTON TRUST COMPANY, as Trustee

         By
           ----------------------------------
         Authorized Signer

         Section 2.3.   Form  and  Denomination  of  Debentures.  The Debentures
                        ---------------------------------------
shall be substantially in the form of Exhibit A attached hereto.  The Debentures
shall  be in  registered,  certificated  form  without  coupons  and in  minimum
denominations  of $100,000.00  and any multiple of $1,000.00 in excess  thereof.
Any  attempted  transfer  of the  Debentures  in a  block  having  an  aggregate
principal amount of less than  $100,000.00  shall be deemed to be void and of no
legal effect whatsoever. Any such purported transferee shall be deemed not to be
a holder of such Debentures for any purpose,  including,  but not limited to the
receipt of payments on such Debentures,  and such purported  transferee shall be
deemed to have no interest  whatsoever in such Debentures.  The Debentures shall
be  numbered,  lettered,  or  otherwise  distinguished  in  such  manner  or  in
accordance with such plans as the officers executing the same may determine with
the  approval of the Trustee as evidenced by the  execution  and  authentication
thereof.

         Section 2.4.   Execution of Debentures. The Debentures  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,  Chief Executive Officer, Vice Chairman,
President,  one  of  its  Managing  Directors  or  one  of  its  Executive  Vice
Presidents,  Senior Vice Presidents or Vice Presidents.  Only such Debentures 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 signer,  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  Debenture  executed  by the
Company shall be conclusive  evidence  that the Debenture so  authenticated  has
been duly authenticated and delivered  hereunder and that the holder is entitled
to the benefits of this Indenture.
<PAGE>

         In case any  officer of the  Company  who shall have  signed any of the
Debentures  shall cease to be such officer before the Debentures so signed shall
have been  authenticated  and  delivered  by the  Trustee or the  Authenticating
Agent,  or disposed  of by the  Company,  such  Debentures  nevertheless  may be
authenticated  and delivered or disposed of as though the Person who signed such
Debentures  had not ceased to be such officer of the Company;  and any Debenture
may be signed on behalf of the Company by such Persons as, at the actual date of
the execution of such  Debenture,  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 Debenture shall be dated the date of its authentication.

         Section 2.5.   Exchange and Registration of Transfer of Debentures. 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 3.2,
a register (the  "Debenture  Register") for the Debentures  issued  hereunder in
                  -------------------
which, subject to such reasonable  regulations as it may prescribe,  the Company
shall  provide for the  registration  and transfer of all  Debentures as in this
Article II provided.  The Debenture  Register shall be in written form or in any
other form  capable of being  converted  into  written  form within a reasonable
time.

         Debentures 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  3.2, 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 Debenture or Debentures which the  Securityholder  making the exchange shall
be entitled to receive. Upon due presentment for registration of transfer of any
Debenture at the  Principal  Office of the Trustee or at any office or agency of
the Company  maintained for such purpose as provided in Section 3.2, 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  Debenture  for a like  aggregate
principal  amount.  Registration or registration of transfer of any Debenture by
the Trustee or by any agent of the Company  appointed  pursuant to Section  3.2,
and delivery of such Debenture,  shall be deemed to complete the registration or
registration of transfer of such Debenture.

         All Debentures  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
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 Debentures,  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 Debenture for a period of 15 days next  preceding the
date of selection of Debentures for redemption.

         Notwithstanding anything herein to the contrary,  Debentures may not be
transferred except in compliance with the restricted securities legend set forth
below,  unless otherwise  determined by the Company,  upon the advice of counsel
expert in securities law, in accordance with applicable law:

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED  STATES,  INCLUDING THE
FEDERAL DEPOSIT INSURANCE CORPORATION.
<PAGE>

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "SECURITIES  ACT"),  ANY STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE COMPANY,  (B) PURSUANT TO A
REGISTRATION  STATEMENT  THAT HAS BEEN DECLARED  EFFECTIVE  UNDER THE SECURITIES
ACT,  (C) TO A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES  IS A  QUALIFIED
INSTITUTIONAL  BUYER IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE  144A,  (D)  TO A  NON-U.S.  PERSON  IN AN  OFFSHORE  TRANSACTION  IN
ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH  (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY  FOR  ITS OWN  ACCOUNT,  OR FOR THE  ACCOUNT  OF SUCH AN  INSTITUTIONAL
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 (F)  PURSUANT  TO ANY OTHER  AVAILABLE  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING AN AGGREGATE  PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES
OF $1,000.00 IN EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS SECURITY IN A
BLOCK HAVING AN AGGREGATE  PRINCIPAL  AMOUNT OF LESS THAN  $100,000.00  SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

         THE  HOLDER  OF THIS  SECURITY  AGREES  THAT IT WILL  COMPLY  WITH  THE
FOREGOING RESTRICTIONS.

         Section 2.6.   Mutilated, Destroyed, Lost or Stolen Debentures. In case
                        -----------------------------------------------
any  Debenture  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 Debenture bearing a number not contemporaneously
outstanding,  in exchange and  substitution for the mutilated  Debenture,  or in
lieu of and in substitution for the Debenture so destroyed,  lost or stolen.  In
every  case the  applicant  for a  substituted  Debenture  shall  furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless,  and, in every case of  destruction,  loss or theft,
the  applicant  shall also  furnish to the Company  and the Trustee  evidence to
their  satisfaction of the  destruction,  loss or theft of such Debenture and of
the ownership thereof.

         The Trustee may authenticate any such substituted Debenture and deliver
the same  upon the  written  request  or  authorization  of any  officer  of the
Company. Upon the issuance of any substituted Debenture, the Company may require
the payment of a sum  sufficient to cover any tax or other  governmental  charge
that may be  imposed  in  relation  thereto  and any  other  expenses  connected
therewith.  In case any Debenture 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  Debenture,  pay or
authorize the payment of the same (without  surrender thereof except in the case
of a mutilated Debenture) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as 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 Debenture and of the ownership thereof.

         Every  substituted  Debenture issued pursuant to the provisions of this
Section 2.6 by virtue of the fact that any such Debenture is destroyed,  lost or
stolen shall  constitute  an additional  contractual  obligation of the Company,
whether or not the  destroyed,  lost or stolen  Debenture  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  Debentures duly issued  hereunder.  All
Debentures  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
Debentures   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  2.7.  Temporary   Debentures.   Pending   the  preparation  of
                        ----------------------
definitive   Debentures,   the  Company  may  execute  and  the  Trustee   shall
authenticate  and make  available  for delivery  temporary  Debentures  that are
typed,  printed or lithographed.  Temporary  Debentures shall be issuable in any
authorized  denomination,  and  substantially  in the  form  of  the  definitive
Debentures in lieu of which they are issued but with such omissions,  insertions
and variations as may be  appropriate  for temporary  Debentures,  all as may be
determined by the Company.  Every such temporary  Debenture shall be executed by
the Company and be  authenticated by the Trustee upon the same conditions and in
substantially  the same  manner,  and with the same  effect,  as the  definitive
Debentures.  Without  unreasonable delay the Company will execute and deliver to
the Trustee or the Authenticating Agent definitive  Debentures and thereupon any
or all temporary  Debentures  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 3.2, and the
Trustee or the  Authenticating  Agent shall  authenticate and make available for

<PAGE>

delivery in exchange for such temporary  Debentures a like  aggregate  principal
amount of such definitive Debentures. 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
Debentures  shall in all  respects be entitled to the same  benefits  under this
Indenture as definitive Debentures authenticated and delivered hereunder.

         Section 2.8.   Payment of Interest and Additional Interest. Interest at
                        -------------------------------------------
the Interest Rate and any Additional  Interest on any Debenture that is payable,
and is punctually  paid or duly  provided for, on any Interest  Payment Date for
Debentures  shall be paid to the Person in whose name said  Debenture (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
Additional  Interest payable on the Maturity Date shall be paid to the Person to
whom principal is paid.

         Each  Debenture  shall bear  interest for the period  beginning on (and
including)  the date of  original  issuance  and ending on (but  excluding)  the
Interest Payment Date in March 2007 at a rate per annum of 7.20%, and shall bear
interest  for each  successive  Distribution  Period  beginning  on or after the
Interest  Payment  Date in March 2007 at a rate per annum  equal to the  3-Month
LIBOR,  determined as described in Section 2.10, plus 1.85% (the "Coupon Rate"),
                                                                  -----------
applied to the principal amount thereof, until the principal thereof becomes due
and payable, and on any overdue principal and to the extent that payment of such
interest is  enforceable  under  applicable  law  (without  duplication)  on any
overdue installment of interest (including  Additional Interest) at the Interest
Rate in effect for each applicable period compounded  quarterly.  Interest shall
be payable (subject to any relevant  Extension  Period)  quarterly in arrears on
each Interest Payment Date with the first  installment of interest to be paid on
the Interest Payment Date in March 2007.

         Any interest on any Debenture,  including Additional 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  Debentures  (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 at least
25 days prior to the date of the  proposed  payment  of the amount of  Defaulted
Interest proposed to be paid on each such Debenture 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 such  Defaulted  Interest which shall not
be more than 15 nor less than 10 days prior to the date of the proposed  payment
and not less than 10 days after the  receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly notify the Company of such special
record  date and,  in the name and at the  expense of the  Company,  shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed,  first class postage prepaid, to each Securityholder
at its address as it appears in the  Debenture  Register,  not less than 10 days
prior to such  special  record  date.  Notice of the  proposed  payment  of such
Defaulted  Interest and the special  record date therefor  having been mailed as
aforesaid,  such Defaulted  Interest shall be paid to the Persons in whose names
such Debentures (or their respective  Predecessor  Securities) are registered on
such special record date and shall be no longer payable.
<PAGE>

         The  Company  may  make  payment  of  any  Defaulted  Interest  on  any
Debentures  in any other lawful  manner after notice given by the Company to the
Trustee of the proposed payment method;  provided,  however,  the Trustee in its
                                         --------   -------
sole discretion deems such payment method to be practical.

         Any  interest  (including  Additional  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 Debentures.

         The term  "regular  record date" as used in this Section shall mean the
close of business on the 15th  Business Day preceding  the  applicable  Interest
Payment Date.

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

         Section 2.9.   Cancellation of  Debentures  Paid,  etc. All  Debentures
                        ---------------------------------------
surrendered for the purpose of payment, redemption,  exchange or registration of
transfer,  shall,  if  surrendered  to the  Company  or  any  paying  agent,  be
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 Debentures  shall be issued in lieu thereof except as expressly  permitted by
any  of the  provisions  of  this  Indenture.  All  Debentures  canceled  by any
Authenticating  Agent shall be  delivered  to the  Trustee.  The  Trustee  shall
destroy all canceled Debentures unless the Company otherwise directs the Trustee
in writing.  If the Company shall acquire any of the Debentures,  however,  such
acquisition   shall  not  operate  as  a  redemption  or   satisfaction  of  the
indebtedness  represented  by such  Debentures  unless  and  until  the same are
surrendered to the Trustee for cancellation.

         Section 2.10.  Computation of Interest.  The amount of interest payable
                        -----------------------
for each Distribution Period will be calculated by applying the Interest Rate to
the principal amount outstanding at the commencement of the Distribution  Period
on the basis of the actual number of days in the  Distribution  Period concerned
divided  by  360.  All  percentages  resulting  from  any  calculations  on  the
Debentures will be rounded, if necessary,  to the nearest one hundred-thousandth
of a percentage  point,  with five  one-millionths of a percentage point rounded
upward (e.g.,  9.876545% (or .09876545) being rounded to 9.87655% (or .0987655),
and all  dollar  amounts  used in or  resulting  from such  calculation  will be
rounded to the nearest cent (with one-half cent being rounded upward)).

         (a)   "3-Month LIBOR" means the London interbank offered  interest rate
                -------------
for three-month, U.S. dollar deposits determined by the Trustee in the following
order of priority:

               (1)      the rate (expressed as a percentage per annum)  for U.S.
         dollar  deposits having a three-month maturity that appears on Telerate
         Page 3750  as of 11:00 a.m. (London time) on the related  Determination
         Date  (as  defined  below).  "Telerate  Page  3750"  means the  display
         designated  as "Page 3750" on  the Moneyline  Telerate  Service or such
         other  page as may  replace  Page 3750 on that  service  or such  other
         service  or  services  as may be  nominated  by  the  British  Bankers'
         Association  as the  information  vendor for the purpose  of displaying
         London interbank offered rates for U.S. dollar deposits;

               (2)      if such rate  cannot be   identified   on  the   related
         Determination  Date,  the Trustee  will request the  principal  London
         offices  of  four  leading  banks in the  London  interbank  market  to
         provide such  banks' offered  quotations  (expressed as percentages per
         annum) to  prime banks in the London  interbank  market for U.S. dollar
         deposits having  a three-month  maturity as of 11:00 a.m. (London time)
         on such  Determination  Date. If  at least two quotations are provided,
         3-Month LIBOR will be the arithmetic mean of such quotations;
<PAGE>

               (3)      if  fewer  than  two  such  quotations  are  provided as
         requested in clause (2) above, the Trustee will request four  major New
         York City banks to provide such banks' offered  quotations   (expressed
         as percentages per annum) to leading  European  banks for loans in U.S.
         dollars as  of 11:00 a.m. (London time) on such Determination  Date. If
         at least  two such  quotations are provided,  3-Month LIBOR will be the
         arithmetic mean of such quotations; and

               (4)      if  fewer  than  two  such  quotations  are  provided as
         requested  in  clause (3) above,  3-Month LIBOR will be a 3-Month LIBOR
         determined   with  respect  to   the  Distribution  Period  immediately
         preceding such current Distribution Period.

         If the rate for U.S. dollar deposits having a three-month maturity that
initially  appears on Telerate  Page 3750 as of 11:00 a.m.  (London time) on the
related  Determination  Date  is  superseded  on the  Telerate  Page  3750  by a
corrected rate by 12:00 noon (London time) on such Determination  Date, then the
corrected rate as so  substituted on the applicable  page will be the applicable
3-Month LIBOR for such Determination Date.

         (b)   The Interest Rate for any Distribution  Period will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

         (c)   "Determination Date" means  the date  that  is two London Banking
               -------------------
Days (i.e.,  a  business  day in which dealings in deposits in U.S. dollars  are
transacted in the London interbank market) preceding the particular Distribution
Period for which a Coupon Rate is being determined.

         (d)   The Trustee shall notify the Company, the  Institutional  Trustee
and any securities exchange or interdealer quotation system on which the Capital
Securities are listed,  of the Coupon Rate and the  Determination  Date for each
Distribution Period, in each case as soon as practicable after the determination
thereof  but in no event  later than the  thirtieth  (30th) day of the  relevant
Distribution Period. Failure to notify the Company, the Institutional Trustee or
any securities  exchange or interdealer  quotation system, or any defect in said
notice,  shall not affect the  obligation  of the Company to make payment on the
Debentures at the applicable  Coupon Rate.  Any error in the  calculation of the
Coupon Rate by the Trustee may be corrected  at any time by notice  delivered as
above provided.  Upon the request of a holder of a Debenture,  the Trustee shall
provide the Coupon Rate then in effect and, if  determined,  the Coupon Rate for
the next Distribution Period.

         (e)   Subject   to   the   corrective   rights   set   forth above, all
certificates, communications, opinions, determinations, calculations, quotations
and  decisions  given,  expressed,  made  or  obtained  for  the purposes of the
provisions relating to the payment and calculation of interest on the Debentures
and  distributions on the Capital Securities by the Trustee or the Institutional
Trustee will (in the absence of willful default,  bad faith and manifest  error)
be final, conclusive  and  binding  on  the  Trust,  the Company and all of  the
holders of the Debentures and the Capital Securities, and no liability shall (in
the absence of willful  default,  bad faith or  manifest  error)  attach  to the
Trustee  or  the  Institutional  Trustee in connection with the exercise or non-
exercise by either of them or their respective powers, duties and discretion.

         Section 2.11.  Extension  of  Interest  Payment  Period.  So long as no
                        ----------------------------------------
Acceleration 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  Debentures by extending the interest  payment
period on the  Debentures  at any time and from time to time  during the term of
the Debentures,  for up to 20 consecutive  quarterly periods (each such extended
interest payment period, an "Extension  Period"),  during which Extension Period
                             -----------------

<PAGE>

no interest (including Additional Interest) shall be due and payable (except any
Additional Sums that may be due and payable).  No Extension  Period may end on a
date other than an Interest Payment Date. During an Extension  Period,  interest
will continue to accrue on the Debentures, and interest on such accrued interest
will  accrue at an annual  rate  equal to the  Interest  Rate in effect for such
Extension  Period,  compounded  quarterly from the date such interest would have
been payable were it not for the Extension  Period,  to the extent  permitted by
law (such interest referred to herein as "Additional  Interest").  At the end of
                                          --------------------
any such  Extension  Period the Company  shall pay all interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon);  provided,
                                                                       --------
however,  that no Extension Period may extend beyond the Maturity Date; provided
-------                                                                 --------
further,  however,  that during any such Extension Period, the Company shall not
-------   -------
and shall not permit  any  Affiliate  to (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 or such  Affiliate's  capital stock (other
than  payments  of  dividends  or  distributions  to the  Company)  or make  any
guarantee  payments  with  respect to the  foregoing 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 or any Affiliate that rank pari passu in all
respects with or junior in interest to the Debentures  (other than, with respect
to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions
of shares of capital  stock of the  Company in  connection  with any  employment
contract,  benefit plan or other similar  arrangement with or for the benefit of
one or more employees,  officers, directors or consultants, in connection with a
dividend  reinvestment or stockholder  stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities  convertible into or
exercisable  for  such  capital  stock)  as   consideration  in  an  acquisition
transaction  entered into prior to the  applicable  Extension  Period,  (b) as a
result of 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 stockholders'  rights plan, or the issuance of rights, stock
or other  property  under any  stockholders'  rights plan, or the  redemption or
repurchase of rights  pursuant  thereto,  (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  and any  cash  payments  in lieu of  fractional  shares  issued  in
connection therewith,  or (f) payments under the Capital Securities  Guarantee).
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 20 consecutive quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all accrued  and unpaid  interest  and
Additional Interest, the Company may commence a new Extension Period, subject to
the foregoing requirements.  No interest or Additional Interest shall be due and
payable  during  an  Extension  Period,  except  at the end  thereof,  but  each
installment  of interest that would  otherwise  have been due and payable during
such Extension Period shall bear Additional  Interest to the extent permitted by
applicable  law.  The Company  must give the Trustee  notice of its  election to
begin or  extend  an  Extension  Period  by the  close of  business  at least 15
Business Days prior to the Interest  Payment Date with respect to which interest
on the  Debentures  would have been payable  except for the election to begin or
extend such  Extension  Period.  The Trustee  shall give notice of the Company's
election to begin a new Extension Period to the Securityholders.

         Section 2.12.  CUSIP Numbers. The Company in issuing the Debentures 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, however, that any such notice may state that no representation is made
--------  -------
as to the  correctness of such numbers either as printed on the Debentures or as
contained in any notice of a redemption  and that reliance may be placed only on
the  other  identification  numbers  printed  on the  Debentures,  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.
<PAGE>

         Section 2.13.  Global Debentures.
                        -----------------

         (a)   Upon the election of the holder of outstanding  Debentures, which
election need not be in writing,  the  Debentures  owned by such holder shall be
issued in the form of one or more Global  Debentures  registered  in the name of
the Depositary or its nominee. Each Global Debenture issued under this Indenture
shall be registered in the name of the Depositary  designated by the Company for
such Global  Debenture or a nominee  thereof,  delivered to such Depositary or a
nominee  thereof or custodian  therefor and shall contain such legends as may be
required by the Depositary  and each such Global  Debenture  shall  constitute a
single Debenture for all purposes of this Indenture.

         (b)   Notwithstanding any other provision in this Indenture,  no Global
Debenture may be exchanged in whole or in part for Debentures registered, and no
transfer of a Global  Debenture  in whole or in part may be  registered,  in the
name of any Person  other than the  Depositary  for such Global  Debenture  or a
nominee thereof unless (i) such  Depositary  advises the Trustee and the Company
in  writing  that such  Depositary  is no  longer  willing  or able to  properly
discharge  its  responsibilities  as  Depositary  with  respect  to such  Global
Debenture,  and no qualified successor is appointed by the Company within ninety
(90) days of receipt by the Company of such notice,  (ii) such Depositary ceases
to be a clearing  agency  registered  under the Exchange Act and no successor is
appointed by the Company  within ninety (90) days after  obtaining  knowledge of
such event,  (iii) the Company  executes  and  delivers to the Trustee a Company
order stating that the Company elects to terminate the book-entry system through
the  Depositary  or  (iv)  an  Event  of  Default  shall  have  occurred  and be
continuing.  Upon the  occurrence  of any event  specified in clause (i),  (ii),
(iii) or (iv) above,  the Trustee shall notify the  Depositary  and instruct the
Depositary to notify all owners of beneficial interests in such Global Debenture
of the  occurrence of such event and of the  availability  of Debentures to such
owners of beneficial  interests  requesting the same.  Upon the issuance of such
Debentures and the registration in the Debenture  Register of such Debentures in
the names of the holders of the beneficial  interests therein, the Trustee shall
recognize such holders of beneficial interests as holders.

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

         (d)   Every Debenture authenticated and delivered upon  registration of
transfer of, or in exchange for or in lieu of, a Global Debenture or any portion
thereof  shall be  authenticated  and  delivered in the form of, and shall be, a
Global  Debenture,  unless such  Debenture is registered in the name of a Person
other than the Depositary for such Global Debenture or a nominee thereof.
<PAGE>

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

         (f)   The Depositary  or  its  nominee,  as  the  registered owner of a
Global Debenture,  shall be the holder of such Global Debenture for all purposes
under this Indenture and the Debentures, and owners of beneficial interests in a
Global Debenture shall hold such interests pursuant to the Applicable Depositary
Procedures.  Accordingly,  any  such  owner's  beneficial  interest  in a Global
Debenture  shall be shown only on, and the  transfer of such  interest  shall be
effected only through,  records  maintained by the  Depositary or its nominee or
its Depositary  Participants.  The Debentures registrar and the Trustee shall be
entitled  to deal with the  Depositary  for all  purposes  under this  Indenture
relating to a Global Debenture  (including the payment of principal and interest
thereon and the giving of  instructions  or  directions  by owners of beneficial
interests therein and the giving of notices) as the sole holder of the Debenture
and shall have no  obligations  to the owners of beneficial  interests  therein.
Neither the Trustee nor the  Debentures  registrar  shall have any  liability in
respect of any transfers effected by the Depositary.

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

         (h)   No holder of any beneficial interest in any Global Debenture held
on its behalf by a Depositary  shall have any rights under this  Indenture  with
respect to such  Global  Debenture,  and such  Depositary  may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global  Debenture  for all purposes  whatsoever.  None of the Company,  the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or  liability  for any aspect of the records  relating  to or  payments  made on
account of beneficial  ownership interests of a Global Debenture or maintaining,
supervising  or  reviewing  any records  relating to such  beneficial  ownership
interests.  Notwithstanding  the  foregoing,  nothing  herein shall  prevent the
Company,  the  Trustee or any agent of the  Company or the  Trustee  from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary  or impair,  as between a Depositary  and such holders of  beneficial
interests,  the operation of customary  practices  governing the exercise of the
rights of the Depositary (or its nominee) as holder of any Debenture.

                                  ARTICLE III.
                       PARTICULAR COVENANTS OF THE COMPANY
                       -----------------------------------

         Section  3.1.  Payment  of  Principal,  Premium  and  Interest;  Agreed
                        --------------------------------------------------------
Treatment of the Debentures.
---------------------------

         (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 and any Additional Interest and other payments on the Debentures at the
place, at the respective  times and in the manner provided in this Indenture and
the Debentures.  Each  installment of interest on the Debentures may be paid (i)
by mailing  checks  for such  interest  payable  to the order of the  holders of
Debentures  entitled thereto as they appear on the registry books of the Company
if a request for a wire transfer has not been received by the Company or (ii) by
wire  transfer to any account with a banking  institution  located in the United
States  designated  in writing by such Person to the paying  agent no later than

<PAGE>

the related record date. Notwithstanding the foregoing, so long as the holder of
this Debenture is the Institutional Trustee, the payment of the principal of and
interest on this Debenture will be made in immediately  available  funds at such
place and to such account as may be designated by the Institutional Trustee.

         (b)   The Company will treat the  Debentures  as indebtedness,  and the
amounts  payable  in  respect  of the  principal  amount of such  Debentures  as
interest,  for all United States  federal  income tax purposes.  All payments in
respect  of such  Debentures  will be made  free  and  clear  of  United  States
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-United States status for United States federal income tax purposes.

         (c)   As of the date of this  Indenture,  the  Company  has no  present
intention to exercise its right under Section 2.11 to defer payments of interest
on the Debentures 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  Debentures  by  commencing  an Extension  Period at any time
during  which  the  Debentures   are   outstanding  is  remote  because  of  the
restrictions  that would be imposed on the  Company's  ability to declare or pay
dividends  or  distributions  on, or to redeem,  purchase or make a  liquidation
payment  with  respect to, any of its  outstanding  equity and on the  Company's
ability to make any payments of principal  of or interest on, or  repurchase  or
redeem, any of its debt securities that rank pari passu in all respects with (or
junior in interest to) the Debentures.

         Section 3.2.   Offices for Notices and Payments, etc. So long as any of
                        -------------------------------------
the  Debentures  remain  outstanding,  the Company will maintain in  Wilmington,
Delaware, an office or agency where the Debentures may be presented for payment,
an office or agency where the  Debentures 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 Debentures 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 2.5,  such
office or agency for all of the above  purposes shall be the office or agency of
the  Trustee.  In case the  Company  shall fail to  maintain  any such office or
agency  in  Wilmington,  Delaware,  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,
where the  Debentures  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,  for the purposes above mentioned.  The Company
will  give to the  Trustee  prompt  written  notice of any such  designation  or
rescission thereof.

         Section 3.3.   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 6.9, a Trustee,  so that there
shall at all times be a Trustee hereunder.
<PAGE>

         Section 3.4.   Provision as to Paying Agent.
                        ----------------------------

         (a)   If  the  Company  shall  appoint  a  paying  agent other than the
Trustee,  it will cause such paying  agent to execute and deliver to the Trustee
an instrument  in which such agent shall agree with the Trustee,  subject to the
provision of this Section 3.4,

               (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 Debentures (whether such sums  have  been paid to it by the
         Company or by any other  obligor on the  Debentures)  in  trust for the
         benefit of the holders of the Debentures;

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

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

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

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

         (c)   Anything in this Section 3.4 to the contrary notwithstanding, the
Company  may, at any time,  for the  purpose of  obtaining  a  satisfaction  and
discharge  with  respect to the  Debentures,  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
trusts herein contained.

         (d)   Anything in this Section 3.4 to the contrary notwithstanding, the
agreement  to hold sums in trust as provided  in this  Section 3.4 is subject to
Sections 12.3 and 12.4.

         Section 3.5.   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
Debentures 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 during such fiscal year 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 and status thereof. A
form of this Certificate is attached hereto as Exhibit B.
                                               ---------
<PAGE>

         Section 3.6.   Additional Sums.  If and for so long as the Trust is the
                        ---------------
holder of all Debentures  and the Trust is required to pay any additional  taxes
(including withholding taxes), duties, assessments or other governmental charges
as a result  of a Tax  Event,  the  Company  will pay  such  additional  amounts
("Additional  Sums")  on the  Debentures  as shall be  required  so that the net
  ----------------
amounts  received  and  retained  by the Trust  after  paying  taxes  (including
withholding 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 had been imposed.  Whenever in this
Indenture or the  Debentures  there is a reference in any context to the payment
of principal of or interest on the  Debentures,  such mention shall be deemed to
include  mention  of  payments  of the  Additional  Sums  provided  for in  this
paragraph to the extent that,  in such  context,  Additional  Sums are,  were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express  mention of the payment of Additional  Sums (if  applicable)  in any
provisions  hereof shall not be construed as excluding  Additional Sums in those
provisions  hereof where such express  mention is not made;  provided,  however,
                                                             --------   -------
that the deferral of the payment of interest during an Extension Period pursuant
to Section 2.11 shall not defer the payment of any  Additional  Sums that may be
due and payable.

         Section 3.7.   Compliance  with  Consolidation  Provisions. The Company
                        -------------------------------------------
will not, while any of the Debentures remain  outstanding,  consolidate with, or
merge into, or merge into itself,  or sell or convey all or substantially all of
its property to any other Person unless the  provisions of Article XI hereof are
complied with.

         Section 3.8.   Limitation on  Dividends.  If  Debentures  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  Debentures  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 Debentures by extending the interest  payment period as provided  herein and
such period,  or any extension  thereof,  shall be continuing,  then the Company
shall not,  and shall not allow any  Affiliate of the Company to, (x) 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 its
Affiliates'  capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or (y)
make any payment of  principal  of or interest or premium,  if any, on or repay,
repurchase or redeem any debt  securities  of the Company or any Affiliate  that
rank pari passu in all  respects  with or junior in interest  to the  Debentures
(other  than,  with  respect to  clauses  (x) and (y)  above,  (1)  repurchases,
redemptions or other  acquisitions  of shares of capital stock of the Company in
connection  with  any  employment  contract,   benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of one or  more  employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Company (or securities  convertible  into or  exercisable  for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable  Extension  Period, if any, (2) 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,  (3) 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,   (4)  any   declaration  of  a  dividend  in  connection   with  any
stockholders'  rights plan, or the issuance of rights,  stock or other  property
under any  stockholders'  rights plan, or the redemption or repurchase of rights
pursuant thereto,  (5) 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 and any
cash payments in lieu of fractional  shares issued in connection  therewith,  or
(6) payments under the Capital Securities Guarantee).
<PAGE>

         Section  3.9.  Covenants  as to the  Trust.  For so long  as the  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  may succeed to the  Company's  ownership of such
Common Securities. The Company, as owner of the Common Securities, shall, except
in  connection  with a  distribution  of  Debentures  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,  cause the Trust (a) to remain a statutory trust,
(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 Debentures.

         Section 3.10.  Additional Junior  Indebtedness.  The Company shall not,
                        -------------------------------
and it shall not cause or permit any Subsidiary of the Company to, incur,  issue
or be  obligated  on any  Additional  Junior  Indebtedness,  either  directly or
indirectly, by way of guarantee,  suretyship or otherwise, other than Additional
Junior  Indebtedness  (i) that, by its terms,  is expressly  stated to be either
junior and subordinate or pari passu in all respects to the Debentures, and (ii)
of which the Company has notified  (and, if then required  under the  applicable
guidelines of the  regulating  entity,  has received  approval from) the Federal
Reserve, if the Company is a bank holding company, or the OTS, if the Company is
a savings and loan holding company.

                                  ARTICLE IV.
                       SECURITYHOLDERS' LISTS AND REPORTS
                       ----------------------------------
                         BY THE COMPANY AND THE TRUSTEE
                         ------------------------------

         Section 4.1.   Securityholders' Lists. The Company covenants and agrees
                        ----------------------
that it will furnish or cause to be furnished to the Trustee:

         (a)   on each regular  record date for the Debentures,  a list, in such
form as the Trustee may  reasonably  require,  of the names and addresses of the
Securityholders of the Debentures 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 4.1 so long as
the  Trustee  is in  possession  thereof  by reason of its  acting as  Debenture
registrar.

         Section 4.2.   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
Debentures  (1) contained in the most recent list furnished to it as provided in
Section 4.1 or (2) received by it in the capacity of Debentures registrar (if so
acting) hereunder.  The Trustee may destroy any list furnished to it as provided
in Section 4.1 upon receipt of a new list so furnished.

         (b)   In case three or more holders of Debentures (hereinafter referred
to as  "applicants")  apply in writing to the Trustee and furnish to the Trustee
reasonable  proof that each such applicant has owned a Debenture for a period of
at least 6 months preceding the date of such  application,  and such application
states  that  the  applicants  desire  to  communicate  with  other  holders  of

<PAGE>

Debentures  with  respect to their  rights  under this  Indenture  or under such
Debentures  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 5 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 4.2, or

               (2)      inform such applicants as to the approximate  number  of
               holders of Debentures 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 4.2, 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  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  4.2 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 Debentures,  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 Debentures, 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  Debentures  in accordance  with the  provisions  of  subsection  (b) of this
Section 4.2,  regardless of the source from which such  information was derived,
and that the  Trustee  shall not be held  accountable  by reason of mailing  any
material pursuant to a request made under said subsection (b).

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

         Section  5.1.  Events of Default.  "Event of  Default,"  wherever  used
                        -----------------
herein,  means any one of the  following  events  (whatever  the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

         (a)   the Company defaults  in the  payment  of any  interest  upon any
Debenture,  including any Additional Interest in respect thereof,  following the
nonpayment  of any such  interest  for twenty or more  consecutive  Distribution
Periods; or
<PAGE>

         (b)   the Company defaults  in the  payment  of all or any  part of the
principal of (or premium,  if any, on) any Debentures 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 this  Indenture or in the terms of the Debentures
established  as  contemplated  in  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 60 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 at least 25% in aggregate principal amount of the outstanding  Debentures,  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  of competent jurisdiction shall enter a decree or order
for relief in respect of the Company in an involuntary case under any applicable
bankruptcy, insolvency,  reorganization or other similar law now or hereafter in
effect,  or appointing a receiver,  liquidator,  assignee,  custodian,  trustee,
sequestrator (or similar official) of the Company or for any substantial part of
its property,  or ordering 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,  reorganization 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 (i) the  distribution of the Debentures to holders of such Trust
Securities in liquidation of their  interests in the Trust,  (ii) the redemption
of  all  of  the  outstanding   Trust   Securities  or  (iii)  certain  mergers,
consolidations or amalgamations, each as permitted by the Declaration.

         If an  Acceleration  Event of  Default  occurs and is  continuing  with
respect to the  Debentures,  then,  and in each and every such case,  unless the
principal of the Debentures  shall have already  become due and payable,  either
the Trustee or the holders of not less than 25% in aggregate principal amount of
the Debentures then outstanding  hereunder,  by notice in writing to the Company
(and to the  Trustee  if given  by  Securityholders),  may  declare  the  entire
principal of the Debentures 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.  If an Event of Default under Section 5.1(b) or (c)
occurs and is continuing with respect to the  Debentures,  then, and in each and
every such case,  unless the  principal  of the  Debentures  shall have  already
become due and  payable,  either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Debentures then outstanding  hereunder,  by
notice  in  writing   to  the   Company   (and  to  the   Trustee  if  given  by
Securityholders), may proceed to remedy the default or breach thereunder by such
appropriate  judicial proceedings as the Trustee or such holders shall deem most
effectual to remedy the  defaulted  covenant or enforce the  provisions  of this
Indenture so breached, either by suit in equity or by action at law, for damages
or otherwise.

         The foregoing  provisions,  however,  are subject to the condition that
if,  at any time  after  the  principal  of the  Debentures  shall  have been so
declared due and  payable,  and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided,  (i)

<PAGE>

the Company shall pay or shall deposit with the Trustee a sum  sufficient to pay
all matured  installments  of interest upon all the Debentures and the principal
of and premium,  if any, on the Debentures which shall have become due otherwise
than by acceleration (with interest upon such principal and premium, if any, and
Additional  Interest) 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  6.6, 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 Debentures
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 Debentures 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  Debentures  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
Debentures shall continue as though no such proceeding had been taken.

         Section 5.2.   Payment of Debentures  on Default;  Suit  Therefor.  The
                        --------------------------------------------------
Company  covenants that upon the  occurrence of an Event of Default  pursuant to
Section 5.1(a) or (b) then, upon demand of the Trustee,  the Company will pay to
the Trustee,  for the benefit of the holders of the  Debentures the whole amount
that then shall have become due and payable on all  Debentures for principal and
premium,  if any, or  interest,  or both,  as the case may be,  with  Additional
Interest  accrued on the Debentures (to the extent that payment of such interest
is enforceable under applicable law and, if the Debentures are held by the Trust
or a trustee of such Trust, without duplication of any other amounts paid by the
Trust or a trustee in respect thereof);  and, in addition thereto,  such further
amount as shall be  sufficient  to cover the costs and  expenses of  collection,
including a reasonable  compensation to the Trustee,  its agents,  attorneys and
counsel, and any other amounts due to the Trustee under Section 6.6. 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  Debentures  and
collect in the manner  provided by law out of the property of the Company or any
other  obligor on such  Debentures  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 Debentures 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
Debentures,  or to the  creditors  or  property  of the  Company  or such  other
obligor,  the Trustee,  irrespective  of whether the principal of the Debentures
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  5.2,  shall be
entitled and empowered, by intervention in such proceedings or otherwise,

         (i)   to file and  prove a claim or  claims  for the  whole  amount  of
               principal  and  interest  owing  and  unpaid  in  respect  of the
               Debentures,
<PAGE>

         (ii)  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 6.6), and of the Securityholders allowed in such judicial
               proceedings  relative to the Company or any other  obligor on the
               Debentures,  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  Debentures
               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,

         (iii) to  collect  and  receive any moneys or other property payable or
               deliverable on any such claims, and

         (iv)  to distribute the same after  the deduction of  its  charges  and
               expenses.

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 6.6.

         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
Debentures  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  Debentures,  may be  enforced  by  the  Trustee  without  the
possession of any of the Debentures,  or the production  thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable  benefit of the holders of the
Debentures.

         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 Debentures,  and it shall not be necessary to make any holders of
the Debentures parties to any such proceedings.

         Section 5.3.   Application of Moneys  Collected by Trustee.  Any moneys
                        -------------------------------------------
collected  by the  Trustee  pursuant  to this  Article V 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 Debentures 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 6.6;

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

         Third:  To  the  payment  of the  amounts  then  due  and  unpaid  upon
Debentures for principal (and premium,  if any), and interest on the Debentures,
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 Debentures (including Additional Interest); and

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

         Section 5.4.   Proceedings   by   Securityholders.  No   holder  of any
                        ----------------------------------
Debenture  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 Debentures and
unless the  holders of not less than 25% in  aggregate  principal  amount of the
Debentures  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.

         Notwithstanding  any other provisions in this Indenture,  however,  the
right of any holder of any  Debenture to receive  payment of the  principal  of,
premium, if any, and interest,  on such Debenture 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 and by accepting a Debenture  hereunder it is
expressly  understood,  intended and covenanted by the taker and holder of every
Debenture with every other such taker and holder and the Trustee, that no one or
more  holders of  Debentures  shall have any right in any manner  whatsoever  by
virtue or by  availing  itself of any  provision  of this  Indenture  to affect,
disturb or prejudice  the rights of the holders of any other  Debentures,  or to
obtain or seek to obtain  priority  over or preference to any other such holder,
or to enforce  any right  under  this  Indenture,  except in the  manner  herein
provided  and for the  equal,  ratable  and  common  benefit  of all  holders of
Debentures.  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  5.5.  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 5.6.   Remedies Cumulative and Continuing;   Delay  or Omission
                        --------------------------------------------------------
Not a Waiver.  Except as  otherwise  provided  in  Section  2.6,  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
Debentures,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise  established with respect to the Debentures,  and no delay or omission
of the Trustee or of any holder of any of the  Debentures to exercise any right,
remedy or power  accruing upon any Event of Default  occurring and continuing as
aforesaid shall impair any such right, remedy 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 5.4,  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 (in accordance  with
its duties under Section 6.1) or by the Securityholders.
<PAGE>

         Section  5.7.  Direction  of  Proceedings  and  Waiver of  Defaults  by
                        --------------------------------------------------------
Majority of  Securityholders.  The holders of a majority in aggregate  principal
----------------------------
amount of the Debentures  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  Debentures;  provided,
                                                                       --------
however,  that (subject to the provisions of Section 6.1) 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.

         The  holders  of a  majority  in  aggregate  principal  amount  of  the
Debentures  at the time  outstanding  may on behalf of the holders of all of the
Debentures  waive (or modify any previously  granted waiver of) any past default
or Event of Default,  and its consequences,  except a default (a) in the payment
of principal of, premium,  if any, or interest on any of the Debentures,  (b) in
respect of  covenants or  provisions  hereof which cannot be modified or amended
without the consent of the holder of each Debenture affected,  or (c) in respect
of the  covenants  contained  in Section  3.9;  provided,  however,  that if the
                                                --------   -------
Debentures  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  Amount 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  Debenture is  required,  such
waiver shall not be effective  until each holder of the Trust  Securities of the
Trust shall have  consented  to such waiver.  Upon any such waiver,  the default
covered  thereby shall be deemed to be cured for all purposes of this  Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any  subsequent  or other  default or 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,  said default or Event of
Default shall for all purposes of the Debentures and this Indenture be deemed to
have been cured and to be not continuing.

         Section 5.8.   Notice of Defaults.  The Trustee  shall,  within 90 days
                        ------------------
after the  actual  knowledge  by a  Responsible  Officer  of the  Trustee of the
occurrence  of  a  default  with  respect  to  the   Debentures,   mail  to  all
Securityholders,  as the names and  addresses  of such  holders  appear upon the
Debenture Register,  notice of all defaults with respect to the Debentures 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 5.8 being
hereby defined to be the events specified in clauses (a), (b), (c), (d), (e) and
(f) of Section  5.1,  not  including  periods  of grace,  if any,  provided  for
therein);  provided, however, that, except in the case of default in the payment
           --------  -------
of the principal of, premium, if any, or interest on any of the Debentures,  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 5.9.   Undertaking to Pay Costs.  All parties to this Indenture
                        ------------------------
agree,  and each holder of any  Debenture  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;  provided, however, that the provisions of
                                       --------  -------
this Section 5.9 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 Debentures  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  Debenture
against the Company on or after the same shall have become due and payable.
<PAGE>

                                  ARTICLE VI.
                             CONCERNING THE TRUSTEE
                             ----------------------

         Section 6.1.   Duties and Responsibilities of Trustee.  With respect to
                        --------------------------------------
the holders of Debentures issued hereunder, the Trustee, prior to the occurrence
of an Event of Default  with respect to the  Debentures  and after the curing or
waiving of all Events of Default  which may have  occurred,  with respect to the
Debentures,  undertakes  to  perform  such  duties  and only such  duties as are
specifically set forth in this Indenture, and no implied covenants shall be read
into this  Indenture  against  the  Trustee.  In case an Event of  Default  with
respect to the Debentures 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
Debentures  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  Debentures   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 Debentures 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 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;
and

         (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 5.7,  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.

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

         Section 6.2.   Reliance   on   Documents,  Opinions,  etc.  Except   as
                        ------------------------------------------
otherwise provided in Section 6.1:

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

         (b)   any request, direction, order or demand of the Company  mentioned
herein shall be sufficiently evidenced by 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  Debentures  (that has not
been cured or waived) to exercise with respect to Debentures  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, request,  consent,  order, approval,  bond, debenture,
coupon or other paper or document,  unless  requested in writing to do so by the
holders  of not less  than a  majority  in  aggregate  principal  amount  of the
outstanding Debentures 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;

         (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; and

         (h)   with the exceptions of defaults under Sections 5.1(a) or (b), the
Trustee  shall not be charged with  knowledge of any Default or Event of Default
with respect to the Debentures  unless a 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 Debentures or by any holder of the Debentures.
<PAGE>

         Section  6.3.  No  Responsibility  for  Recitals,   etc.  The  recitals
                        ----------------------------------------
contained   herein  and  in  the  Debentures   (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 Debentures. The Trustee and the Authenticating Agent
shall  not be  accountable  for the use or  application  by the  Company  of any
Debentures or the proceeds of any Debentures  authenticated and delivered by the
Trustee or the  Authenticating  Agent in conformity  with the provisions of this
Indenture.

         Section 6.4.   Trustee, Authenticating Agent,  Paying Agents,  Transfer
                        --------------------------------------------------------
Agents or Registrar May Own Debentures.  The Trustee or any Authenticating Agent
--------------------------------------
or any paying agent or any transfer  agent or any  Debenture  registrar,  in its
individual or any other capacity,  may become the owner or pledgee of Debentures
with the same rights it would have if it were not Trustee, Authenticating Agent,
paying agent, transfer agent or Debenture registrar.

         Section 6.5.   Moneys to be Held in Trust. Subject to the provisions of
                        --------------------------
Section  12.4,  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 shall be
paid from  time to time upon the  written  order of the  Company,  signed by the
Chairman of the Board of Directors,  the Chief Executive Officer, the President,
a Managing Director,  a Vice President,  the Treasurer or an Assistant Treasurer
of the Company.

         Section  6.6.  Compensation  and  Expenses  of  Trustee.  The   Company
                        ----------------------------------------
covenants  and agrees to pay or  reimburse  the Trustee upon its request for all
reasonable expenses,  disbursements and advances incurred or made by the Trustee
in  accordance  with any of the  provisions  of this  Indenture  (including  the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ)  except any such expense,  disbursement
or advance as may arise from its negligence or willful misconduct.  For purposes
of  clarification,  this  Section  6.6 does not  contemplate  the payment by the
Company  of  acceptance  or  annual  administration  fees  owing to the  Trustee
pursuant to the services to be provided by the Trustee  under this  Indenture or
the fees and expenses of the Trustee's counsel in connection with the closing of
the transactions  contemplated by this Indenture.  The Company also covenants to
indemnify  each of the Trustee or 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)  incurred  without  negligence  or willful
misconduct on the part of the Trustee and arising out of or in  connection  with
the acceptance or administration of this trust, including the costs and expenses
of defending  itself  against any claim of  liability.  The  obligations  of the
Company  under this Section 6.6 to  compensate  and indemnify the Trustee and to
pay or reimburse  the Trustee for  expenses,  disbursements  and advances  shall
constitute additional indebtedness hereunder. Such additional indebtedness shall
be secured by a lien prior to that of the Debentures upon all property and funds
held or  collected  by the Trustee as such,  except  funds held in trust for the
benefit of the holders of particular Debentures.

         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 Section 5.1(d), (e) or (f), 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.
<PAGE>

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

         Section 6.7.   Officers' Certificate  as Evidence.  Except as otherwise
                        ----------------------------------
provided  in  Sections  6.1  and  6.2,  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 willful misconduct
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 willful  misconduct  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 6.8.   Eligibility of Trustee.  The Trustee  hereunder shall at
                        ----------------------
all times be a corporation  organized and doing  business  under the laws of the
United States of America or any state or territory thereof or of the District of
Columbia or a corporation or other Person authorized under such laws to exercise
corporate trust powers,  having (or whose  obligations  under this Indenture are
guaranteed by an affiliate having) a combined capital and surplus of at least 50
million U.S. dollars  ($50,000,000.00) and subject to supervision or examination
by federal,  state,  territorial,  or District  of Columbia  authority.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid  supervising or examining  authority,  then
for the purposes of this  Section 6.8 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.

         In  case  at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of this Section 6.8, the Trustee  shall resign
immediately in the manner and with the effect specified in Section 6.9.

         If the Trustee has or shall acquire any  "conflicting  interest" within
the meaning of ss. 310(b) of the Trust  Indenture Act of 1939, the Trustee shall
either  eliminate  such  interest  or  resign,  to the  extent and in the manner
described by this Indenture.

         Section 6.9.   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
Debentures at their  addresses as they shall appear on the  Debenture  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 Debenture  or  Debentures  for at least six
months may,  subject to the  provisions of Section 5.9, 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.
<PAGE>

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

               (1)      the  Trustee  shall fail to comply  with the  provisions
               of Section 6.8  after written request  therefor by the Company or
               by  any  Securityholder  who   has  been a bona  fide holder of a
               Debenture or Debentures for at least 6 months, or

               (2)      the Trustee  shall cease  to  be eligible in  accordance
               with the provisions of Section 6.8 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  as  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 5.9, any Securityholder who has been a bona fide holder of
a Debenture  or  Debentures  for at least 6 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 successor Trustee.

         (c)   Upon prior written notice to the  Company  and the  Trustee,  the
holders of a majority in aggregate  principal  amount of the  Debentures  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 10
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 6.9  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 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 6.9 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 Debentures 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 any amounts  then due it pursuant to the
provisions  of Section 6.6,  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
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
6.6.
<PAGE>

         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  Debentures  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 unless at the time of such  acceptance  such successor  Trustee shall be
eligible under the provisions of Section 6.8.

         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 Debentures at their addresses as they shall
appear on the  Debenture  Register.  If the  Company  fails to mail such  notice
within 10 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  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  Debentures  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
Debentures  so  authenticated;  and in case at that  time any of the  Debentures
shall not have been authenticated, any successor to the Trustee may authenticate
such Debentures  either in the name of any predecessor  hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debentures 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  Debentures 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 Debentures  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
Debentures;  provided,  however, 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 Debentures.  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  $50,000,000.00  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

<PAGE>

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
Debentures 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  Debentures as the
names and  addresses  of such  holders  appear on the  Debenture  Register.  Any
successor  Authenticating  Agent upon  acceptance of its  appointment  hereunder
shall become vested with all rights,  powers,  duties and responsibilities  with
respect to the Debentures 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 7.1.   Action by Securityholders. Whenever in this Indenture it
                        -------------------------
is provided that the holders of a specified  percentage  in aggregate  principal
amount of the Debentures may take any action (including the making of any demand
or  request,  the giving of any  notice,  consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the holders of
such  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 Debentures  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 Debentures 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

<PAGE>

on the record  date shall be deemed to be  Securityholders  for the  purposes of
determining whether  Securityholders of the requisite  proportion of outstanding
Debentures  have  authorized  or agreed or  consented to such  request,  demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of the same, and for that purpose the outstanding  Debentures  shall be computed
as of the record date; provided, however, that no such authorization,  agreement
                       --------  -------
or consent by such  Securityholders on the record date shall be deemed effective
unless it shall become  effective  pursuant to the  provisions of this Indenture
not later than 6 months after the record date.

         Section  7.2.  Proof of Execution  by  Securityholders.  Subject to the
                        ---------------------------------------
provisions of Section 6.1, 6.2 and 8.5, 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 such  manner as shall be  satisfactory  to the  Trustee.  The
ownership  of  Debentures  shall be proved  by the  Debenture  Register  or by a
certificate of the Debenture 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 8.6.

         Section 7.3.   Who Are Deemed Absolute Owners. Prior to due presentment
                        ------------------------------
for  registration of transfer of any Debenture,  the Company,  the Trustee,  any
Authenticating  Agent,  any paying agent,  any transfer  agent and any Debenture
registrar may deem the Person in whose name such  Debenture  shall be registered
upon the Debenture  Register to be, and may treat him as, the absolute  owner of
such Debenture  (whether or not such Debenture shall be overdue) for the purpose
of receiving payment of or on account of the principal of, premium,  if any, and
interest on such Debenture 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 Debenture  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 Debenture.

         Section 7.4.   Debentures Owned by Company Deemed Not  Outstanding.  In
                        ---------------------------------------------------
determining  whether the holders of the requisite  aggregate principal amount of
Debentures  have  concurred  in any  direction,  consent  or waiver  under  this
Indenture, Debentures which are owned by the Company or any other obligor on the
Debentures or by any Person directly or indirectly  controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Debentures  shall be disregarded and deemed not to be outstanding for the
purpose of any such determination;  provided,  however, that for the purposes of
                                    --------   -------
determining  whether  the  Trustee  shall be  protected  in  relying on any such
direction, consent or waiver, only Debentures which a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. Debentures so owned
which have been  pledged in good faith may be  regarded as  outstanding  for the
purposes of this Section 7.4 if the pledgee shall establish to the  satisfaction
of the Trustee the pledgee's  right to vote such Debentures 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 7.5.   Revocation of Consents;  Future  Holders  Bound. At  any
                        -----------------------------------------------
time prior to (but not after) the  evidencing  to the  Trustee,  as  provided in
Section  7.1,  of the taking of any action by the holders of the  percentage  in
aggregate  principal  amount of the  Debentures  specified in this  Indenture in
connection with such action,  any holder (in cases where no record date has been
set pursuant to Section 7.1) or any holder as of an  applicable  record date (in
cases where a record date has been set  pursuant to Section  7.1) of a Debenture
(or any  Debenture  issued  in  whole  or in part in  exchange  or  substitution

<PAGE>

therefor)  the serial number of which is shown by the evidence to be included in
the Debentures the holders of which have consented to such action may, by filing
written notice with the Trustee at the Principal  Office of the Trustee and upon
proof of holding  as  provided  in Section  7.2,  revoke  such  action so far as
concerns such Debenture (or so far as concerns the principal amount  represented
by any exchanged or substituted Debenture).  Except as aforesaid any such action
taken by the holder of any Debenture  shall be conclusive  and binding upon such
holder and upon all future  holders  and  owners of such  Debenture,  and of any
Debenture  issued in exchange or  substitution  therefor or on  registration  of
transfer thereof,  irrespective of whether or not any notation in regard thereto
is made upon such Debenture or any Debenture  issued in exchange or substitution
therefor.

                                 ARTICLE VIII.
                            SECURITYHOLDERS' MEETINGS
                            -------------------------

         Section 8.1.   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 9.2; 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 Debentures
under any other provision of this Indenture or under applicable law.

         Section 8.2.   Call of Meetings by Trustee. The Trustee may at any time
                        ---------------------------
call a meeting of  Securityholders  to take any action specified in Section 8.1,
to be held at such time and at such place 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 Debentures affected at their addresses as
they shall appear on the Debentures Register and, if the Company is not a holder
of Debentures,  to the Company. Such notice shall be mailed not less than 20 nor
more than 180 days prior to the date fixed for the meeting.

         Section 8.3.   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 Debentures,  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
for such  meeting  and may call such  meeting to take any action  authorized  in
Section 8.1, by mailing notice thereof as provided in Section 8.2.

         Section 8.4.   Qualifications for Voting. To be entitled to vote at any
                        -------------------------
meeting  of  Securityholders  a  Person  shall  (a) be a  holder  of one or more
Debentures  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
Debentures.  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.
<PAGE>

         Section 8.5.   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  Debentures  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  8.3, 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 7.4, at any meeting each holder of
Debentures  with respect to which such  meeting is being held or proxy  therefor
shall be entitled to one vote for each $1,000.00  principal amount of Debentures
held or represented  by him;  provided,  however,  that no vote shall be cast or
                              --------   -------
counted at any meeting in respect of any Debenture 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 Debentures  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 8.2 or 8.3 may be adjourned  from
time to time by a  majority  of those  present,  whether or not  constituting  a
quorum, and the meeting may be held as so adjourned without further notice.

         Section  8.6.  Voting.  The vote upon any  resolution  submitted to any
                        ------
meeting of holders of  Debentures  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 Debentures 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  8.2. The record
shall show the serial  numbers of the  Debentures  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 8.7.   Quorum; Actions. The Persons entitled to vote a majority
                        ---------------
in principal amount of the Debentures then outstanding shall constitute a quorum
for a meeting of Securityholders; provided, however, that if any action is to be
                                  --------  -------
taken at such  meeting  with  respect to a  consent,  waiver,  request,  demand,
notice,  authorization,  direction  or other  action  which  may be given by the
holders  of not less than a  specified  percentage  in  principal  amount of the
Debentures then outstanding,  the Persons holding or representing such specified
percentage  in  principal   amount  of  the  Debentures  then  outstanding  will
constitute  a quorum.  In the absence of a quorum  within 30 minutes of the time

<PAGE>

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 8.2,
except  that such  notice  need be given only once not less than 5 days prior to
the date on which the  meeting  is  scheduled  to be  reconvened.  Notice of the
reconvening of an adjourned  meeting shall state  expressly the  percentage,  as
provided above, of the principal amount of the Debentures then outstanding which
shall constitute a quorum.

         Except as limited by the  provisos  in the first  paragraph  of Section
9.2, 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 a  majority  in  principal  amount  of the  Debentures  then
outstanding;  provided,  however, that, except as limited by the provisos in the
              --------   -------
first  paragraph  of Section 9.2,  any  resolution  with respect to any consent,
waiver, request, demand, notice, authorization,  direction or other action which
this Indenture expressly provides may be given by the holders of not less than a
specified  percentage in principal amount of the Debentures then outstanding 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 a
not less than such  specified  percentage in principal  amount of the Debentures
then outstanding.

         Any  resolution  passed or decision  taken at any meeting of holders of
Debentures 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 9.1.   Supplemental     Indentures    without     Consent    of
                        --------------------------------------------------------
Securityholders.  The Company,  when authorized by a Board  Resolution,  and the
---------------
Trustee  may from  time to time  and at any  time  enter  into an  indenture  or
indentures supplemental hereto, without the consent of the Securityholders,  for
one or more of the following purposes:

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

         (b)   to add to the  covenants  of the Company  such further covenants,
restrictions  or conditions  for the  protection of the holders of Debentures as
the Board of Directors shall consider to be for the protection of the holders of
such Debentures,  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 materially
                              --------
adversely affect the interests of the holders of the Debentures;
<PAGE>

         (d)   to add  to, delete from,  or  revise  the  terms  of  Debentures,
including,  without  limitation,  any terms relating to the issuance,  exchange,
registration  or  transfer of  Debentures,  including  to provide  for  transfer
procedures and  restrictions  substantially  similar to those  applicable to the
Capital  Securities as required by Section 2.5 (for purposes of assuring that no
registration  of Debentures is required  under the  Securities  Act);  provided,
                                                                       --------
however,  that any such action shall not  adversely  affect the interests of the
-------
holders of the Debentures then outstanding (it being understood, for purposes of
this proviso, that transfer restrictions on Debentures  substantially similar to
those  that  were  applicable  to  Capital  Securities  shall  not be  deemed to
materially adversely affect the holders of the Debentures);

         (e)   to  evidence  and  provide  for  the  acceptance  of  appointment
hereunder by a successor Trustee with respect to the Debentures 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;

         (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  Debentures,  to establish the form of any  certifications
required  to be  furnished  pursuant  to the  terms  of  this  Indenture  or the
Debentures, or to add to the rights of the holders of Debentures.

         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
9.1 may be executed  by the  Company and the Trustee  without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the provisions of Section 9.2.

         Section 9.2.   Supplemental Indentures with Consent of Securityholders.
                        -------------------------------------------------------
With the consent  (evidenced  as provided in Section  7.1) of the holders of not
less than a majority in aggregate principal amount of the Debentures 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
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
Debentures; provided, however, that no such supplemental indenture shall without
            --------  -------
the consent of the  holders of each  Debenture  then  outstanding  and  affected
thereby (i) change the fixed maturity of any Debenture,  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 Debentures, or impair or affect
the right of any  Securityholder to institute suit for payment thereof or impair
the right of repayment,  if any, at the option of the holder, or (ii) reduce the
aforesaid  percentage of Debentures the holders of which are required to consent
to any such  supplemental  indenture;  provided  further,  however,  that if the
                                       --------  -------   -------
Debentures  are held by a trust or a trustee of such  trust,  such  supplemental
indenture  shall not be effective until the holders of a majority in Liquidation
Amount of Trust Securities shall have consented to such supplemental  indenture;
provided  further,  however,  that if the consent of the  Securityholder of each
--------  -------   -------
outstanding  Debenture is required,  such  supplemental  indenture  shall not be
effective until each holder of the Trust Securities shall have consented to such
supplemental indenture.
<PAGE>

         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 as their names and addresses appear upon the
Debenture  Register.  Any  failure of the  Trustee to mail such  notice,  or any
defect therein,  shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

         It shall not be necessary for the consent of the Securityholders  under
this Section 9.2 to approve the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

         Section 9.3.   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 Debentures shall thereafter be determined,  exercised and enforced  hereunder
subject in all respects to such  modifications  and amendments and all the terms
and conditions of any such  supplemental  indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

         Section  9.4.  Notation on  Debentures.  Debentures  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 Debentures so modified as to conform, in the opinion of the Board
of Directors of the Company,  to any modification of this Indenture contained in
any such  supplemental  indenture  may be prepared  and executed by the Company,
authenticated  by the  Trustee  or the  Authenticating  Agent and  delivered  in
exchange for the Debentures then outstanding.

         Section 9.5.   Evidence of Compliance of  Supplemental  Indenture to be
                        --------------------------------------------------------
Furnished to Trustee. The Trustee, subject to the provisions of Sections 6.1 and
--------------------
6.2,  shall, in addition to the documents  required by Section 14.6,  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  10.1. Optional  Redemption.  The  Company shall have the right
                        --------------------
(subject to the receipt by the Company of prior approval (i) if the Company is a
bank  holding  company,  from  the  Federal  Reserve,  if  then  required  under
applicable  capital guidelines or policies of the Federal Reserve or (ii) if the

<PAGE>

Company is a savings and loan holding  company,  from the OTS, if then  required
under  applicable  capital  guidelines  or  policies  of the OTS) to redeem  the
Debentures,  in whole or in part,  but in all cases in a  principal  amount with
integral  multiples of $1,000.00,  on any Interest  Payment Date on or after the
Interest  Payment  Date  in  December  2011  (the  "Redemption  Date"),  at  the
                                                    ----------------
Redemption Price.

         Section 10.2.  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 (i) if the Company is a bank holding company, from
the Federal  Reserve,  if then required under applicable  capital  guidelines or
policies  of the  Federal  Reserve or (ii) if the  Company is a savings and loan
holding  company,  from the  OTS,  if then  required  under  applicable  capital
guidelines or policies of the OTS) to redeem the Debentures in whole, but not in
part, at any Interest Payment Date,  within 120 days following the occurrence of
such Special Event (the  "Special  Redemption  Date") at the Special  Redemption
                          -------------------------
Price.

         Section 10.3.  Notice of Redemption;  Selection of Debentures.  In case
                        ----------------------------------------------
the Company  shall  desire to exercise  the right to redeem all, or, as the case
may be, any part of the Debentures, it shall cause to be mailed a notice of such
redemption at least 30 and not more than 60 days prior to the Redemption Date or
the Special  Redemption Date to the holders of Debentures so to be redeemed as a
whole or in part at their last  addresses  as the same  appear on the  Debenture
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  Debenture
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Debenture.

         Each such notice of redemption shall specify the CUSIP number,  if any,
of the Debentures to be redeemed,  the Redemption Date or the Special Redemption
Date, as applicable,  the Redemption Price or the Special  Redemption  Price, as
applicable,  at which  Debentures  are to be  redeemed,  the  place or places of
payment,  that  payment  will be made upon  presentation  and  surrender of such
Debentures,  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  Debentures  are to be redeemed the notice of  redemption  shall specify the
numbers of the  Debentures  to be  redeemed.  In case the  Debentures  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 Debenture, a new Debenture or
Debentures 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
Special  Redemption  Date,  as  applicable,  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 or the Special Redemption Date, as applicable, all
the Debentures so called for redemption at the appropriate  Redemption  Price or
Special Redemption Price.

         If all,  or less than  all,  the  Debentures  are to be  redeemed,  the
Company  will give the  Trustee  notice  not less than 45 nor more than 60 days,
respectively,  prior to the  Redemption  Date or  Special  Redemption  Date,  as
applicable,  as to the aggregate  principal  amount of Debentures to be redeemed
and the Trustee shall select,  in such manner as in its sole discretion it shall
deem  appropriate  and fair,  the  Debentures  or portions  thereof (in integral
multiples of $1,000.00) to be redeemed.

         Section 10.4.  Payment of Debentures Called for Redemption.  If  notice
                        -------------------------------------------
of  redemption  has been given as provided in Section  10.3,  the  Debentures or
portions of  Debentures  with  respect to which such notice has been given shall
become due and payable on the  Redemption  Date or Special  Redemption  Date, as
applicable,  and at the place or places stated in such notice at the  applicable
Redemption Price or Special  Redemption Price and on and after said date (unless

<PAGE>

the Company  shall default in the payment of such  Debentures at the  Redemption
Price or Special Redemption Price, as applicable)  interest on the Debentures or
portions  of  Debentures  so called for  redemption  shall  cease to accrue.  On
presentation and surrender of such Debentures at a place of payment specified in
said notice, such Debentures or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price or Special Redemption
Price.

         Upon  presentation of any Debenture  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  Debenture  or
Debentures  of  authorized  denominations,  in  principal  amount  equal  to the
unredeemed portion of the Debenture so presented.

                                  ARTICLE XI.
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
                -------------------------------------------------

         Section 11.1.  Company May Consolidate, etc., on Certain Terms. Nothing
                        -----------------------------------------------
contained in this Indenture or in the Debentures shall prevent any consolidation
or  merger  of the  Company  with or  into  any  other  Person  (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 of
the Company or its successor or successors as an entirety,  or  substantially as
an entirety, to any other Person (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 Debentures 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.

         Section 11.2.  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 Debentures 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 Debentures. Such successor entity thereupon may
cause to be signed,  and may issue in its own name, any or all of the Debentures
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  Debentures  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
Debentures which such successor  entity  thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating  Agent for that purpose.  All the
Debentures  so issued shall in all respects have the same legal rank and benefit
under this  Indenture as the  Debentures  theretofore  or  thereafter  issued in
accordance with the terms of this Indenture as though all of such Debentures had
been issued at the date of the execution hereof.
<PAGE>

         Section 11.3.  Opinion of Counsel to be Given to Trustee.  The Trustee,
                        -----------------------------------------
subject to the provisions of Sections 6.1 and 6.2, shall receive, in addition to
the  Opinion  of  Counsel  required  by  Section  9.5,  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 12.1.  Discharge of Indenture. When
                        ----------------------

         (a)   the Company  shall  deliver to the Trustee for  cancellation  all
               Debentures  theretofore  authenticated (other than any Debentures
               which shall have been  destroyed,  lost or stolen and which shall
               have been  replaced or paid as  provided in Section  2.6) and not
               theretofore canceled, or

         (b)   all the Debentures 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 1 year or are
               to be called  for  redemption  within 1 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
               Debentures  (other  than any  Debentures  which  shall  have been
               destroyed,  lost or stolen and which shall have been  replaced or
               paid as  provided  in Section  2.6) 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 Debentures
               (1)  theretofore  repaid to the  Company in  accordance  with the
               provisions  of Section  12.4,  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  2.5,  2.6,  2.8,  3.1,  3.2,  3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6
and 12.4 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 agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
in connection with this Indenture or the Debentures.

         Section 12.2.  Deposited Moneys to be Held in Trust by Trustee. Subject
                        -----------------------------------------------
to the  provisions  of Section  12.4,  all  moneys  deposited  with the  Trustee
pursuant  to  Section  12.1  shall be held in trust  in a  non-interest  bearing
account and applied by it to the payment,  either directly or through any paying
agent (including the Company if acting as its own paying agent),  to the holders
of the  particular  Debentures  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.
<PAGE>

         Section 12.3.  Paying Agent to Repay Moneys Held. Upon the satisfaction
                        ---------------------------------
and discharge of this  Indenture all moneys then held by any paying agent of the
Debentures (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 12.4.  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  Debentures  and not  applied  but  remaining
unclaimed by the holders of Debentures for 2 years after the date upon which the
principal of, and premium,  if any, or interest on such Debentures,  as the case
may be,  shall  have  become  due and  payable,  shall,  subject  to  applicable
escheatment  laws,  be repaid to the Company by the Trustee or such paying agent
on written demand; and the holder of any of the Debentures 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 13.1.  Indenture  and  Debentures Solely Corporate Obligations.
                        -------------------------------------------------------
No recourse for the payment of the principal of or premium,  if any, or interest
on any  Debenture,  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
Debenture,  or because of the creation of any indebtedness  represented thereby,
shall  be had  against  any  incorporator,  stockholder,  employee,  officer  or
director,  as such, past,  present or future, of the Company or of any successor
Person of the Company,  either  directly or through the Company or any successor
Person 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 Debentures.

                                  ARTICLE XIV.
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         Section 14.1.  Successors. All  the  covenants, stipulations,  promises
                        ----------
and  agreements of the Company in this  Indenture  shall bind its successors and
assigns whether so expressed or not.

         Section 14.2.  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 14.3.  Surrender of Company Powers.  The  Company by instrument
                        ---------------------------
in writing  executed by authority of at least 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 14.4.  Addresses  for   Notices,  etc.  Any  notice,   consent,
                        ------------------------------
direction,  request,  authorization,  waiver or demand which by any provision of
this Indenture is required or permitted to be given,  made,  furnished or served
by the  Trustee or by the  Securityholders  on or to 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,  600 James S.
McDonnell Boulevard, Mail Stop M1 199 014, Hazelwood, Missouri 63042, Attention:

<PAGE>

Lisa K.  Vansickle.  Any notice,  consent,  direction,  request,  authorization,
waiver 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 the Trustee, addressed to the Trustee,
Rodney Square North, 1100 North Market Street, Wilmington,  Delaware 19890-1600,
Attention:  Corporate  Trust  Administration.  Any notice,  consent,  direction,
request,  authorization,  waiver or demand on or to any Securityholder  shall be
deemed to have been  sufficiently  given or made, for all purposes,  if given or
made in writing at the address set forth in the Debenture Register.

         Section 14.5.  Governing Law. This  Indenture  and each Debenture 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 14.6.  Evidence of Compliance with Conditions  Precedent.  Upon
                        -------------------------------------------------
any application or demand by the Company to the Trustee to take any action under
any of the  provisions  of this  Indenture,  the  Company  shall  furnish to the
Trustee an Officers'  Certificate stating that in the opinion of the signers all
conditions  precedent,  if any,  provided for in this Indenture  relating to the
proposed  action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

         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  shall  include (1) a statement  that the person
making such  certificate  or opinion has read such covenant or condition;  (2) 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; (3) 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 (4) a statement as to whether or not in the opinion of such
person, such condition or covenant has been complied with.

         Section 14.7.  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 14.8.  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 14.9.  Separability.  In case any one or more of the provisions
                        ------------
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or  unenforceability  shall not affect any other provisions of this Indenture or
of such Debentures, but this Indenture and such Debentures shall be construed as
if such invalid or illegal or  unenforceable  provision had never been contained
herein or therein.

         Section 14.10. 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,  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 hereto.
<PAGE>

         Section 14.11. Acknowledgment of Rights. The Company  agrees that, with
                        ------------------------
respect to any Debentures 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  Debentures  held as the assets of such
Trust  after the  holders of a majority  in  Liquidation  Amount of the  Capital
Securities of such Trust have so directed 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 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 Debentures on the date such interest (or premium, if
any) or  principal is otherwise  payable (or in the case of  redemption,  on the
redemption  date),  the  Company  agrees  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  Debentures  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 Debentures.

                                  ARTICLE XV.
                           SUBORDINATION OF DEBENTURES
                           ---------------------------

         Section 15.1.  Agreement to  Subordinate.  The  Company  covenants  and
                        -------------------------
agrees,  and each  holder  of  Debentures  by such  Securityholder's  acceptance
thereof  likewise  covenants  and agrees,  that all  Debentures  shall be issued
subject to the  provisions  of this  Article XV; and each holder of a Debenture,
whether upon original issue or upon transfer or assignment thereof,  accepts and
agrees to be bound by such provisions.

         The payment by the Company of the  principal  of, and premium,  if any,
and  interest  on all  Debentures  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;  provided,
                                                                       --------
however, that the Debentures shall rank pari passu in all material respects with
-------
any current  indebtedness,  liabilities or  obligations  of the Company,  or any
Subsidiary of the Company,  under debt  securities  (or guarantees in respect of
debt  securities)  issued to any trust, or a trustee of a trust,  partnership or
other entity  affiliated  with the Company that is,  directly or  indirectly,  a
finance  subsidiary  (as such term is defined in Rule 3a-5 under the  Investment
Company Act of 1940) or other financing vehicle of the Company or any Subsidiary
of the Company in  connection  with the  issuance  by that  entity of  preferred
securities or other  securities  that are eligible to qualify for Tier 1 capital
treatment  (or  its  then  equivalent)  for  purposes  of the  capital  adequacy
guidelines  of the  Federal  Reserve,  as then in effect and  applicable  to the
Company.

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

         Section 15.2.  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 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 (including  redemption) of,
or premium, if any, or interest on the Debentures.

         In the event that,  notwithstanding the foregoing, any payment shall be
received  by the  Trustee  when such  payment  is  prohibited  by the  preceding
paragraph of this Section 15.2, such payment shall,  subject to Section 15.7, be
held in trust for the  benefit of, and shall be paid over or  delivered  to, the

<PAGE>

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 15.3.  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 Debentures.  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  (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 or to the Trustee.

         In the event  that,  notwithstanding  the  foregoing,  any  payment  or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities,  prohibited by the  foregoing,  shall be received by the
Trustee before all Senior Indebtedness is paid in full, or provision is made for
such payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the   holders  of  such  Senior   Indebtedness   or  their   representative   or
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any instruments  evidencing such Senior Indebtedness may have been issued,
as their  respective  interests may appear,  as  calculated by the Company,  for
application to the payment of all Senior  Indebtedness,  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  Debentures  to the payment of all Senior  Indebtedness,  that may at the
time be  outstanding,  provided that (i) such Senior  Indebtedness is assumed by
the  new  corporation,  if  any,  resulting  from  any  such  reorganization  or
readjustment, and (ii) the rights of the holders of such Senior Indebtedness are
not,  without the consent of such  holders,  altered by such  reorganization  or
readjustment.  The  consolidation  of the  Company  with,  or the  merger of the
Company into,  another  corporation  or the  liquidation  or  dissolution of the
Company following the conveyance or transfer of its property as an entirety,  or
substantially  as an  entirety,  to  another  corporation  upon  the  terms  and
conditions  provided for in Article XI of this  Indenture  shall not be deemed a

<PAGE>

dissolution,  winding-up, liquidation or reorganization for the purposes of this
Section  if such  other  corporation  shall,  as a part  of such  consolidation,
merger,  conveyance or transfer, comply with the conditions stated in Article XI
of this  Indenture.  Nothing in Section 15.2 or in this  Section  shall apply to
claims of, or payments to, the Trustee  under or pursuant to Section 6.6 of this
Indenture.

         Section 15.4.  Subrogation. Subject  to the  payment  in  full  of  all
                        -----------
Senior  Indebtedness,  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
Debentures  shall be paid in full.  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  Debentures  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
Securities, on the one hand, and the holders of such Senior Indebtedness, on the
other hand.

         Nothing  contained in this Article XV or elsewhere in this Indenture or
in the  Debentures is intended to or shall impair,  as between the Company,  its
creditors other than the holders of Senior Indebtedness,  and the holders of the
Debentures,  the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures  the principal of (and premium,  if any)
and interest on the Debentures as and when the same shall become due and payable
in accordance  with their terms,  or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, other than
the holders of Senior Indebtedness, nor shall anything herein or therein prevent
the  Trustee  or the  holder  of any  Debenture  from  exercising  all  remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the  rights,  if any,  under this  Article 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 15.5.  Trustee to Effectuate Subordination. Each Securityholder
                        -----------------------------------
by such  Securityholder's  acceptance thereof authorizes and directs the Trustee
on such  Securityholder's  behalf to take such  action  as may be  necessary  or
appropriate  to  effectuate  the  subordination  provided in this Article XV and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.

         Section 15.6.  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

<PAGE>

of any  payment of monies to or by the  Trustee  in  respect  of the  Debentures
pursuant to the provisions of this Article XV. Notwithstanding the provisions of
this Article XV or any other provision of this Indenture,  the Trustee shall not
be charged with  knowledge of the existence of any facts that would prohibit the
making  of  any  payment  of  monies  to or by the  Trustee  in  respect  of the
Debentures  pursuant to the  provisions  of this Article 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 at least 2  Business  Days prior to the date upon
which  by the  terms  hereof  any  money  may  become  payable  for any  purpose
(including,  without limitation, the payment of the principal of (or premium, if
any) or interest on any  Debenture),  then,  anything  herein  contained  to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive  such  money and to apply the same to the  purposes  for which they were
received,  and shall not be affected by any notice to the  contrary  that may be
received by it within 2 Business Days prior to such date.

         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  (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 15.7.  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 shall deprive the Trustee of any of its rights as such
holder.

         With  respect  to the  holders  of  Senior  Indebtedness,  the  Trustee
undertakes to perform or to observe only such of its  covenants and  obligations
as are  specifically  set forth in this Article XV, and no implied  covenants or
obligations  with  respect to the holders of such Senior  Indebtedness  shall be
read into this Indenture against the Trustee. The Trustee shall not 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 6.6.

         Section 15.8.  Subordination  May Not  Be  Impaired.  No  right  of any
                        ------------------------------------
present or future holder of any Senior Indebtedness to enforce  subordination as
herein  provided  shall at any time in any way be  prejudiced or impaired by any
act or  failure to act on the part of the  Company,  or by any act or failure to
act, in good faith, by any such holder,  or by any noncompliance by the Company,
with the terms,  provisions and covenants of this  Indenture,  regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.
<PAGE>

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

                     Signatures appear on the following page



<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.

                                       FIRST BANKS, INC.


                                       By  /s/ Lisa K. Vansickle
                                         ---------------------------------------
                                            Name:  Lisa K. Vansickle
                                            Title: Senior Vice President


                                       WILMINGTON TRUST COMPANY, as Trustee


                                       By  /s/ Christopher J. Monigle
                                         ---------------------------------------
                                            Name:  Christopher J. Monigle
                                            Title: Vice President


<PAGE>


                                    EXHIBIT A

    FORM OF FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED  STATES,  INCLUDING THE
FEDERAL DEPOSIT INSURANCE CORPORATION.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "SECURITIES  ACT"),  ANY STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE COMPANY,  (B) PURSUANT TO A
REGISTRATION  STATEMENT  THAT HAS BEEN DECLARED  EFFECTIVE  UNDER THE SECURITIES
ACT,  (C) TO A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES  IS A  QUALIFIED
INSTITUTIONAL  BUYER IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE  144A,  (D)  TO A  NON-U.S.  PERSON  IN AN  OFFSHORE  TRANSACTION  IN
ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH  (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY  FOR  ITS OWN  ACCOUNT,  OR FOR THE  ACCOUNT  OF SUCH AN  INSTITUTIONAL
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 (F)  PURSUANT  TO ANY OTHER  AVAILABLE  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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

<PAGE>

SECURITIES  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.

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING AN AGGREGATE  PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES
OF $1,000.00 IN EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS SECURITY IN A
BLOCK HAVING AN AGGREGATE  PRINCIPAL  AMOUNT OF LESS THAN  $100,000.00  SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

         THE  HOLDER  OF THIS  SECURITY  AGREES  THAT IT WILL  COMPLY  WITH  THE
FOREGOING RESTRICTIONS.

         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.

        Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of
                               First Banks, Inc.

                               December 14, 2006

         First Banks,  Inc., a Missouri  corporation  (the "Company"  which term
includes any successor Person under the Indenture  hereinafter referred to), for
value  received  promises  to  pay  to  Wilmington  Trust  Company,  not  in its
individual capacity but solely as Institutional Trustee for First Bank Statutory
Trust VII (the "Holder") or registered  assigns,  the principal sum of fifty-one
million five hundred forty-seven  thousand dollars  ($51,547,000.00) on December
15, 2036,  and to pay interest on said  principal sum from December 14, 2006, or
from the most recent Interest  Payment Date (as defined below) to which interest
has been paid or duly provided for,  quarterly (subject to deferral as set forth
herein) in arrears on March 15, June 15,  September  15 and  December 15 of each
year or if such day is not a Business Day, then the next succeeding Business Day
(each such date, an "Interest  Payment Date") (it being understood that interest
accrues for any such non-Business Day),  commencing on the Interest Payment Date
in March 2007, at an annual rate equal to 7.20% beginning on (and including) the
date of original  issuance and ending on (but  excluding)  the Interest  Payment
Date in March 2007 and at an annual rate for each successive period beginning on
(and  including) the Interest  Payment Date in March 2007,  and each  succeeding
Interest  Payment  Date,  and  ending  on (but  excluding)  the next  succeeding
Interest  Payment Date (each a "Distribution  Period"),  equal to 3-Month LIBOR,
determined as described  below,  plus 1.85% (the "Coupon Rate"),  applied to the
principal amount hereof, until the principal hereof is paid or duly provided for
or made  available  for  payment,  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  (including  Additional

<PAGE>

Interest) at the Interest Rate in effect for each applicable period,  compounded
quarterly,  from the dates  such  amounts  are due  until  they are paid or made
available  for  payment.  The amount of interest  payable for any period will be
computed on the basis of the actual  number of days in the  Distribution  Period
concerned  divided by 360. 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  Debenture  (or one or more
Predecessor  Securities)  is  registered at the close of business on the regular
record date for such interest installment,  which shall be fifteen Business Days
prior to the day on which the relevant  Interest  Payment Date occurs.  Any such
interest installment not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such regular record date and may be paid to
the Person in whose name this Debenture (or one or more Predecessor  Securities)
is registered at the close of business on a special record date.

         "3-Month  LIBOR" as used  herein,  means the London  interbank  offered
interest rate for three-month U.S. dollar deposits  determined by the Trustee in
the following  order of priority:  (i) the rate  (expressed as a percentage  per
annum) for U.S. dollar  deposits  having a three-month  maturity that appears on
Telerate Page 3750 as of 11:00 a.m.  (London time) on the related  Determination
Date  ("Telerate  Page 3750" means the display  designated as "Page 3750" on the
Moneyline  Telerate  Service or such other page as may replace Page 3750 on that
service or such other  service or  services as may be  nominated  by the British
Bankers'  Association  as the  information  vendor for the purpose of displaying
London  interbank  offered rates for U.S.  dollar  deposits);  (ii) if such rate
cannot be identified on the related Determination Date, the Trustee will request
the  principal  London  offices of four  leading  banks in the London  interbank
market to provide such banks' offered  quotations  (expressed as percentages per
annum) to prime banks in the London  interbank  market for U.S.  dollar deposits
having  a  three-month   maturity  as  of  11:00  a.m.  (London  time)  on  such
Determination Date. If at least two quotations are provided,  3-Month LIBOR will
be the  arithmetic  mean of such  quotations;  (iii)  if  fewer  than  two  such
quotations  are  provided as  requested  in clause (ii) above,  the Trustee will
request four major New York City banks to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S.
dollars as of 11:00 a.m. (London time) on such  Determination  Date. If at least
two such  quotations are provided,  3-Month LIBOR will be the arithmetic mean of
such  quotations;  and (iv) if fewer than two such  quotations  are  provided as
requested  in  clause  (iii)  above,  3-Month  LIBOR  will  be a  3-Month  LIBOR
determined with respect to the Distribution  Period  immediately  preceding such
current  Distribution  Period.  If the rate for U.S.  dollar  deposits  having a
three-month  maturity that  initially  appears on Telerate Page 3750 as of 11:00
a.m.  (London  time) on the  related  Determination  Date is  superseded  on the
Telerate  Page 3750 by a  corrected  rate by 12:00  noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such  Determination  Date. As used
herein,  "Determination  Date"  means the date that is two London  Banking  Days
(i.e.,  a  business  day in which  dealings  in  deposits  in U.S.  dollars  are
transacted in the London  interbank  market)  preceding the  commencement of the
relevant Distribution Period.

         The Interest Rate for any Distribution Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.

         All percentages  resulting from any calculations on the Debentures will
be rounded, if necessary,  to the nearest one hundred-thousandth of a percentage
point,  with five  one-millionths  of a percentage  point rounded  upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655), and all dollar
amounts  used in or  resulting  from such  calculation  will be  rounded  to the
nearest cent (with one-half cent being rounded upward)).
<PAGE>

         The principal of and interest on this Debenture 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 by check
               --------   -------
mailed to the registered holder at such address as shall appear in the Debenture
Register if a request for a wire  transfer by such holder has not been  received
by the Company or by wire transfer to an account appropriately designated by the
holder  hereof.  Notwithstanding  the  foregoing,  so long as the holder of this
Debenture  is the  Institutional  Trustee,  the payment of the  principal of and
interest on this Debenture 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  Acceleration  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 Debentures by
extending  the interest  payment  period on the  Debentures at any time and from
time  to  time  during  the  term of the  Debentures,  for up to 20  consecutive
quarterly  periods (each such extended  interest  payment period,  an "Extension
Period"),  during  which  Extension  Period no  interest  (including  Additional
Interest)  shall be due and payable  (except any Additional Sums that may be due
and  payable).  No  Extension  Period may end on a date  other than an  Interest
Payment Date.  During an Extension  Period,  interest will continue to accrue on
the Debentures,  and interest on such accrued  interest will accrue at an annual
rate equal to the Interest Rate in effect for such Extension Period,  compounded
quarterly  from the date such  interest  would have been payable were it not for
the Extension  Period, to the extent permitted by law (such interest referred to
herein as "Additional  Interest").  At the end of any such Extension  Period the
Company  shall pay all  interest  then  accrued  and  unpaid  on the  Debentures
(together  with  Additional  Interest  thereon);   provided,  however,  that  no
                                                   --------   -------
Extension Period may extend beyond the Maturity Date; provided further, however,
                                                      -------- -------  -------
that  during any such  Extension  Period,  the  Company  shall not and shall not
permit  any  Affiliate  to  engage  in  any of the  activities  or  transactions
described  on  the  reverse  side  hereof  and in the  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  20  consecutive  quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension  Period and upon the payment of all accrued  and unpaid  interest  and
Additional Interest, the Company may commence a new Extension Period, subject to
the foregoing requirements.  No interest or Additional Interest shall be due and
payable  during  an  Extension  Period,  except  at the end  thereof,  but  each
installment  of interest that would  otherwise  have been due and payable during
such Extension Period shall bear Additional Interest.  The Company must give the
Trustee  notice of its  election to begin or extend an  Extension  Period by the
close of business at least 15 Business  Days prior to the Interest  Payment Date
with respect to which interest on the Debentures  would have been payable except
for the election to begin or extend such Extension Period.

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

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

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



<PAGE>


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

                                       FIRST BANKS, INC.


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


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

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

                                       WILMINGTON TRUST COMPANY, as Trustee


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



<PAGE>


                         [FORM OF REVERSE OF DEBENTURE]

         This  Debenture  is  one  of  the  floating  rate  junior  subordinated
deferrable interest debentures of the Company,  all issued or to be issued under
and pursuant to the Indenture  dated as of December 14, 2006 (the  "Indenture"),
duly  executed  and  delivered  between the Company  and the  Trustee,  to which
Indenture reference is hereby made for a description of the rights,  limitations
of rights,  obligations,  duties and immunities  thereunder of the Trustee,  the
Company  and the  holders  of the  Debentures.  The  Debentures  are  limited in
aggregate principal amount as specified in the Indenture.

         Upon the  occurrence and  continuation  of a Special Event prior to the
Interest  Payment  Date in December  2011,  the Company  shall have the right to
redeem the Debentures in whole,  but not in part, at any Interest  Payment Date,
within 120 days following the  occurrence of such Special Event,  at the Special
Redemption Price.

         In addition, the Company shall have the right to redeem the Debentures,
in whole or in  part,  but in all  cases in a  principal  amount  with  integral
multiples of  $1,000.00,  on any Interest  Payment Date on or after the Interest
Payment Date in December 2011, at the Redemption Price.

         Prior to  10:00  a.m.  New York  City  time on the  Redemption  Date or
Special  Redemption  Date,  as  applicable,  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 or the Special Redemption Date, as applicable, all
the Debentures so called for redemption at the appropriate  Redemption  Price or
Special Redemption Price.

         If all,  or less than  all,  the  Debentures  are to be  redeemed,  the
Company  will give the  Trustee  notice  not less than 45 nor more than 60 days,
respectively,  prior to the  Redemption  Date or  Special  Redemption  Date,  as
applicable,  as to the aggregate  principal  amount of Debentures to be redeemed
and the Trustee shall select,  in such manner as in its sole discretion it shall
deem  appropriate  and fair,  the  Debentures  or portions  thereof (in integral
multiples of $1,000.00) to be redeemed.

         Notwithstanding  the  foregoing,  any  redemption  of Debentures by the
Company  shall be subject  to the  receipt  of any and all  required  regulatory
approvals.

         In case an  Acceleration  Event of Default  shall have  occurred and be
continuing,  upon demand of the Trustee,  the principal of all of the Debentures
shall  become due and payable in the manner,  with the effect and subject to the
conditions provided in the Indenture.

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee,  with the  consent  of the  holders  of not  less  than a  majority  in
aggregate principal amount of the Debentures at the time outstanding, to execute
supplemental  indentures 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 Debentures;  provided, however, that no such supplemental indenture shall
                    --------  -------
without  the  consent of the  holders of each  Debenture  then  outstanding  and
affected  thereby (i) change the fixed maturity of any Debenture,  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
Debentures,  or impair or affect the right of any  Securityholder  to  institute
suit for payment thereof or impair the right of repayment, if any, at the option
of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders
of which are required to consent to any such supplemental indenture.
<PAGE>

         The Indenture  also  contains  provisions  permitting  the holders of a
majority in aggregate principal amount of the Debentures at the time outstanding
on behalf of the  holders  of all of the  Debentures  to waive  (or  modify  any
previously  granted  waiver of) any past  default or Event of  Default,  and its
consequences,  except a default (a) in the payment of principal of, premium,  if
any,  or  interest  on any of the  Debentures,  (b) in respect of  covenants  or
provisions  hereof or of the  Indenture  which  cannot be  modified  or  amended
without the consent of the holder of each Debenture affected,  or (c) in respect
of the covenants contained in Section 3.9 of the Indenture;  provided,  however,
                                                             --------   -------
that if the  Debentures  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  Amount 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  Debenture is  required,  such
waiver shall not be effective  until each holder of the Trust  Securities of the
Trust shall have  consented  to such waiver.  Upon any such waiver,  the default
covered  thereby  shall be deemed to be cured for all purposes of the  Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any  subsequent  or other  default or Event of Default or impair
any right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by the  Indenture,  said default or Event of
Default shall for all purposes of the  Debentures and the Indenture be deemed to
have been cured and to be not continuing.

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

         The Company has agreed that if Debentures  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 Debentures 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
Debentures by extending the interest  payment period as provided herein and such
Extension  Period,  or any  extension  thereof,  shall be  continuing,  then the
Company  shall not,  and shall not allow any  Affiliate  of the  Company to, (x)
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 its  Affiliates'  capital  stock  (other than  payments of dividends or
distributions to the Company) or make any guarantee payments with respect to the
foregoing  or (y) make any payment of  principal  of or interest or premium,  if
any, on or repay, repurchase or redeem any debt securities of the Company or any
Affiliate that rank pari passu in all respects with or junior in interest to the
Debentures  (other  than,  with  respect  to  clauses  (x)  and (y)  above,  (1)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company  in  connection  with any  employment  contract,  benefit  plan or other
similar arrangement with or for the benefit of one or more employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Company (or securities  convertible  into or  exercisable  for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable  Extension  Period, if any, (2) 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,  (3) 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,   (4)  any   declaration  of  a  dividend  in  connection   with  any
stockholders'  rights plan, or the issuance of rights,  stock or other  property
under any  stockholders'  rights plan, or the redemption or repurchase of rights
pursuant thereto,  (5) any dividend in the form of stock,  warrants,  options or

<PAGE>

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 and any
cash payments in lieu of fractional  shares issued in connection  therewith,  or
(6) payments under the Capital Securities Guarantee).

         The  Debentures  are issuable  only in  registered,  certificated  form
without coupons and in minimum  denominations of $100,000.00 and any multiple of
$1,000.00 in excess  thereof.  As provided in the  Indenture  and subject to the
transfer  restrictions  and  limitations as may be contained  herein and therein
from time to time,  this Debenture is  transferable  by the holder hereof on the
Debenture  Register of the Company.  Upon due  presentment  for  registration of
transfer  of any  Debenture  at the  Principal  Office of the  Trustee or at any
office or agency of the  Company  maintained  for such  purpose as  provided  in
Section 3.2 of the  Indenture,  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  Debenture  for  a  like  aggregate  principal  amount.  All
Debentures  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  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 Debentures,  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.

         Prior to due presentment for registration of transfer of any Debenture,
the Company,  the Trustee,  any  Authenticating  Agent,  any paying  agent,  any
transfer  agent and any  Debenture  registrar  may deem the Person in whose name
such Debenture  shall be registered  upon the Debenture  Register to be, and may
treat  him as,  the  absolute  owner  of such  Debenture  (whether  or not  such
Debenture  shall be  overdue)  for the  purpose  of  receiving  payment of or on
account of the principal of, premium, if any, and interest on such Debenture 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
Debenture  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 Debenture.

         No recourse for the payment of the principal of or premium,  if any, or
interest  on any  Debenture,  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 the Indenture or in any supplemental  indenture,  or
in  any  such  Debenture,  or  because  of  the  creation  of  any  indebtedness
represented  thereby,  shall  be  had  against  any  incorporator,  stockholder,
employee,  officer or director, as such, past, present or future, of the Company
or of any  successor  Person of the  Company,  either  directly  or through  the
Company  or any  successor  Person  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 the Indenture and the issue of the Debentures.

         Capitalized terms used and not defined in this Debenture shall have the
meanings assigned in the Indenture dated as of the date of original issuance of
this Debenture between the Trustee and the Company.

         THE INDENTURE AND THE DEBENTURES  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES THEREOF.


<PAGE>
                                    EXHIBIT B

                         FORM OF CERTIFICATE TO TRUSTEE

         Pursuant to Section 3.5 of the Indenture between First Banks,  Inc., as

the Company (the "Company"),  and Wilmington Trust Company, as Trustee, dated as

of December 14, 2006 (the  "Indenture"),  the  undersigned  hereby  certifies as

follows:

         1.    In  my  capacity  as  an officer of the Company, I would normally

               have  knowledge  of  any  default  by the Company during the last

               fiscal  year in the performance of any covenants  of  the Company

               contained in the Indenture.

         2.    [To  my  knowledge,   the  Company  is  not  in  default  in  the

               performance  of any  covenants  contained in the  Indenture.

               or, alternatively:

               I am aware of  the default(s) in  the performance of covenants in

               the  Indentures,  as specified  below.]

         Capitalized terms used herein,  and not otherwise defined herein,  have

the respective meanings ascribed thereto in the Indenture.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate.

Date:


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