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                                                                          EX-4.3






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


                             SUBORDINATED INDENTURE

                             BLUE VALLEY BAN CORP.,

                                    as Issuer

                                       to

                            WILMINGTON TRUST COMPANY,

                                   as Trustee

                      _____% Junior Subordinated Debentures

                       Dated as of ________________, 2000


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                                TABLE OF CONTENTS
                                                                            Page

ARTICLE I.....................................................................1

   1.01 DEFINITIONS...........................................................1


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

   2.01 DESIGNATION AND PRINCIPAL AMOUNT......................................8

   2.02 MATURITY..............................................................9

   2.03 FORM AND PAYMENT......................................................9

   2.04 GLOBAL SUBORDINATED DEBENTURE.........................................9

   2.05 INTEREST.............................................................11

   2.06 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.......................12

   2.07 REGISTRATION AND TRANSFER............................................12

   2.08 MUTILATED, DESTROYED, LOST AND STOLEN JUNIOR

             SUBORDINATED DEBENTURES.........................................13


ARTICLE III..................................................................14

   3.01 REDEMPTION...........................................................14

   3.02 SPECIAL EVENT REDEMPTION.............................................14

   3.03 OPTIONAL REDEMPTION BY COMPANY.......................................14

   3.04 NOTICE OF REDEMPTION.................................................15

   3.05 PAYMENT UPON REDEMPTION..............................................16

   3.06 NO SINKING FUND......................................................17


ARTICLE IV...................................................................17

   4.01 EXTENSION OF INTEREST PAYMENT PERIOD.................................17

   4.02 NOTICE OF EXTENSION..................................................17

   4.03 LIMITATION OF TRANSACTIONS DURING EXTENSION..........................18


ARTICLE V....................................................................18

   5.01 PAYMENT OF PRINCIPAL AND INTEREST....................................18

   5.02 MAINTENANCE OF AGENCY................................................18

   5.03 PAYING AGENTS........................................................19

   5.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.....................20




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   5.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS.............................20

   5.06 RESTRICTIONS ON CERTAIN PAYMENTS.....................................20

   5.07 COVENANTS AS TO THE TRUST............................................20


ARTICLE VI...................................................................21

   6.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF

             SECURITYHOLDERS.................................................21

   6.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH

             SECURITYHOLDERS.................................................21

   6.03 REPORTS BY THE COMPANY...............................................21

   6.04 REPORTS BY THE TRUSTEE...............................................22


ARTICLE VII..................................................................22

   7.01 EVENTS OF DEFAULT....................................................22

   7.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT

             BY TRUSTEE......................................................24

   7.03 APPLICATION OF MONEYS COLLECTED......................................26

   7.04 LIMITATION ON SUITS..................................................26

   7.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT

            WAIVER...........................................................27

   7.06 CONTROL BY SECURITYHOLDERS...........................................27

   7.07 UNDERTAKING TO PAY COSTS.............................................28


ARTICLE VIII.................................................................28

   8.01 FORM OF JUNIOR SUBORDINATED DEBENTURE................................28

   8.02 ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES.....................28


ARTICLE IX...................................................................29

   9.01 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE...................29

   9.02 CERTAIN RIGHTS OF TRUSTEE............................................30

   9.03 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF

             THE JUNIOR SUBORDINATED DEBENTURES..............................31

   9.04 MAY HOLD JUNIOR SUBORDINATED DEBENTURES..............................32

   9.05 MONEYS HELD IN TRUST.................................................32

   9.06 COMPENSATION AND REIMBURSEMENT.......................................32

   9.07 RELIANCE ON OFFICERS' CERTIFICATE....................................33

   9.08 DISQUALIFICATION; CONFLICTING INTERESTS..............................33




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   9.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..............................33

   9.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR....................33

   9.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...............................34

   9.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO

             BUSINESS........................................................35

   9.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE

             COMPANY.........................................................35

   9.14 APPOINTMENT OF AUTHENTICATING AGENT..................................35

   9.15 CO-TRUSTEES AND SEPARATE TRUSTEES....................................37


ARTICLE X....................................................................38

   10.01 EVIDENCE OF ACTION BY SECURITYHOLDERS...............................38

   10.02 PROOF OF EXECUTION BY SECURITYHOLDERS...............................39

   10.03 WHO MAY BE DEEMED OWNERS............................................39

   10.04 CERTAIN JUNIOR SUBORDINATED DEBENTURES OWNED BY

                COMPANY DISREGARDED..........................................39

   10.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS...........................40


ARTICLE XI...................................................................40

   11.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF

                SECURITYHOLDERS..............................................40

   11.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF

                SECURITYHOLDERS..............................................41

   11.03 EFFECT OF SUPPLEMENTAL INDENTURES...................................41

   11.04 JUNIOR SUBORDINATED DEBENTURES AFFECTED BY

                SUPPLEMENTAL INDENTURES......................................41

   11.05 EXECUTION OF SUPPLEMENTAL INDENTURES................................42


ARTICLE XII..................................................................42

   12.01 COMPANY MAY CONSOLIDATE, ETC........................................42

   12.02 SUCCESSOR SUBSTITUTED...............................................43

   12.03 EVIDENCE OF CONSOLIDATTION, ETC., TO TRUSTEE........................43


ARTICLE XIII.................................................................43

   13.01 SATISFACTION AND DISCHARGE OF INDENTURE.............................43

   13.02 DISCHARGE OF OBLIGATIONS............................................44

   13.03 DEPOSITED MONEYS TO BE HELD IN TRUST................................44



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   13.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS.............................44

   13.05 REPAYMENT TO COMPANY................................................44


ARTICLE XIV..................................................................45

   14.01 NO RECOURSE.........................................................45


ARTICLE XV...................................................................45

   15.01 EFFECT ON SUCCESSORS AND ASSIGNS....................................45

   15.02 ACTIONS BY SUCCESSOR................................................45

   15.03 SURRENDER OF COMPANY POWERS.........................................45

   15.04 NOTICES.............................................................45

   15.05 GOVERNING LAW.......................................................46

   15.06 TREATMENT OF JUNIOR SUBORDINATED DEBENTURES AS DEBT.................46

   15.07 COMPLIANCE CERTIFICATES AND OPINIONS................................46

   15.08 PAYMENTS ON BUSINESS DAYS...........................................46

   15.09 CONFLICT WITH TRUST INDENTURE ACT...................................47

   15.10 COUNTERPARTS........................................................47

   15.11 SEPARABILITY........................................................47

   15.12 ASSIGNMENT..........................................................47

   15.13 ACKNOWLEDGMENT OF RIGHTS............................................47


ARTICLE XVI..................................................................47

   16.01 AGREEMENT TO SUBORDINATE............................................47

   16.02 DEFAULT ON SENIOR AND SUBORDINATED DEBT.............................48

   16.03 LIQUIDATION; DISSOLUTION; BANKRUPTCY................................48

   16.04 SUBROGATION.........................................................49

   16.05 TRUSTEE TO EFFECTUATE SUBORDINATION.................................50

   16.06 NOTICE BY THE COMPANY...............................................50

   16.07 RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR AND

                SUBORDINATED DEBT............................................51

   16.08 SUBORDINATION MAY NOT BE IMPAIRED...................................51


EXHIBIT A....................................................................54





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                              BLUE VALLEY BAN CORP.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939,

                     AS AMENDED, AND SUBORDINATED INDENTURE,

                        DATED AS OF _______________, 2000

TRUST INDENTURE ACT SECTION                      SUBORDINATED INDENTURE SECTION

Section 310    .......................................................... 15.09
Section 310(b) ............................................................9.08
Section 311    ...........................................................15.09
Section 311(a) ............................................................9.13
           (b) ............................................................9.13
Section 312    ...........................................................15.09
Section 312(b) ............................................................6.02
Section 313    ...........................................................15.09
Section 313(a) ............................................................6.04
           (b) ............................................................6.04
           (c) ............................................................6.04
Section 314    ...........................................................15.09
Section 315    ...........................................................15.09
Section 316    ...........................................................15.09
Section 317    ...........................................................15.09


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



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                             SUBORDINATED INDENTURE

     SUBORDINATED INDENTURE (the "Indenture"), dated as of ________________,
2000, between BLUE VALLEY BAN CORP., a Kansas corporation (the "Company") and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the
"Trustee");


      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of its securities to be known as its _____% Junior Subordinated
Debentures due September 30, 2030 (hereinafter referred to as the "Junior
Subordinated Debentures"), the form and substance of such Junior Subordinated
Debentures and the terms, provisions and conditions thereof to be set forth as
provided in this Indenture; and


     WHEREAS, BVBC Capital Trust I, a Delaware statutory business trust (the
"Trust"), has offered to the public up to $11,500,000 aggregate liquidation
amount of its _____% Cumulative Trust Preferred Securities (the "Preferred
Securities"), representing undivided beneficial interests in the assets of the
Trust and proposes to invest the proceeds from such offering, together with the
proceeds of the issuance and sale by the Trust to the Company of up to $355,672
aggregate liquidation amount of its _____% Common Securities, in $11,855,672
aggregate principal amount of the Junior Subordinated Debentures; and

     WHEREAS, the Company has requested that the Trustee execute and deliver
this Indenture and all requirements necessary to make this Indenture a valid
instrument in accordance with its terms, and to make the Junior Subordinated
Debentures, when executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company; and

     WHEREAS, to provide the terms and conditions upon which the Junior
Subordinated Debentures are to be authenticated, issued and delivered, the
Company has duly authorized the execution and delivery of this Indenture; and

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

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Junior Subordinated Debentures by the holders thereof, it is mutually covenanted
and agreed as follows for the equal and ratable benefit of the holders of Junior
Subordinated Debentures:

                                    ARTICLE I
                                   DEFINITIONS

     1.01 DEFINITIONS. The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section and shall include
the plural as well as the singular. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939, as amended, or that are by
reference in said Trust Indenture Act defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the

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meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this Indenture.


     "Accelerated Maturity Date" means, if the Company elects to accelerate the
Maturity Date in accordance with Section 2.02, the date selected by the Company
which is prior to the Scheduled Maturity Date, but is after September 30, 2005.


     "Additional Sums" shall have the meaning set forth in Section 2.05(c).

     "Administrative Trustees" has the meaning set forth in the Trust Agreement.

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

     "Authenticating Agent" means an authenticating agent with respect to the
Junior Subordinated Debentures appointed by the Trustee pursuant to Section
9.14.

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

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

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

     "Business Day" means any day other than a day on which federal or state
banking institutions in the State of Kansas or Delaware are authorized or
obligated by law, executive order or regulation to close or a day on which the
Trustee is closed.

     "Capital Treatment Event" means the receipt by the Company and the Trust of
an Opinion of Counsel experienced in such matters to the effect that, as a
result of any amendment to, or change (including any proposed change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or such proposed change,
pronouncement or decision is announced on or after the date of issuance of the
Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk of impairment of the Company's ability to treat the Preferred
Securities (or any substantial portion thereof) as Tier 1 Capital for purposes
of any then applicable capital adequacy guidelines of the Federal Reserve, as
then in effect and


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applicable to the Company; provided, however, that the inability of the Company
to treat all or any portion of the Liquidation Amount of the Preferred
Securities as Tier 1 Capital shall not constitute the basis for a Capital
Treatment Event if such inability results from the Company having cumulative
preferred stock, minority interests in consolidated subsidiaries, or any other
class of security or interest which the Federal Reserve now or may hereafter
accord Tier 1 Capital treatment in excess of the amount which may qualify for
treatment as Tier 1 Capital under applicable capital adequacy guidelines of the
Federal Reserve; provided, further, however, that the distribution of Junior
Subordinated Debentures in connection with the dissolution of the Trust shall
not in and of itself constitute a Capital Treatment Event.

     "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company. The Certificate need not comply with the provisions of Section
15.07.

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

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

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

     "Compounded Interest" shall have the meaning set forth in Section 4.01.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

     "Coupon Rate" shall have the meaning set forth in Section 2.05(a).

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

     "Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (a) every
obligation of such Person for money borrowed; (b) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (c) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (d) every obligation of such Person issued or
assumed as the deferred purchase price of property

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or services (but excluding trade accounts payable or accrued liabilities arising
in the ordinary course of business); (e) every capital lease obligation of such
Person; and (f) every obligation of the type referred to in clauses (a) through
(e) of another Person and all dividends of another Person the payment of which,
in either case, such Person has guaranteed or for which such Person is
responsible or liable, directly or indirectly, as obligor or otherwise.

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

     "Deferred Interest" shall have the meaning set forth in Section 4.01.

     "Depositary" means, with respect to Junior Subordinated Debentures issued
as a Global Subordinated Debenture, The Depository Trust Company, New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Exchange Act, or other applicable statute or regulation, which, in
each case, shall be designated by the Company pursuant to either Section 2.01 or
2.04.

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

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

     "Event of Default" means any event specified in Section 7.01, continued for
the period of time, if any, therein designated.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Extended Interest Payment Period" shall have the meaning set forth in
Section 4.01.

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

     "Global Subordinated Debenture" means a Junior Subordinated Debenture
executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, all in accordance with this Indenture,
which shall be registered in the name of the Depositary or its nominee.

     "Governmental Obligations" means securities that are (a) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (b) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depositary receipt; provided, however, that (except as required
by law) such custodian is not authorized to



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make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt.

     "Herein," "hereof" and "hereunder," and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

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

     "Interest Payment Date," when used with respect to any installment of
interest on the Junior Subordinated Debentures, means the date specified in the
Junior Subordinated Debenture as the fixed date on which an installment of
interest with respect to the Junior Subordinated Debentures is due and payable.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended.

     "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 a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in Investment
Company Act Law"), the Trust is or will be considered an "investment company"
that is required to be registered under the Investment Company Act, which Change
in Investment Company Act Law becomes effective on or after the date of original
issuance of the Preferred Securities under the Trust Agreement.

     "Junior Subordinated Debentures" means the _____% Junior Subordinated
Debentures due 2030 authenticated and delivered under this Indenture.

     "Liquidation Amount" means the stated amount of $8.00 per Trust Security.

     "Maturity Date" shall have the meaning set forth in Section 2.02.

     "Non Book-Entry Preferred Securities" shall have the meaning set forth in
Section 2.04(a).

     "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, the President or a Vice President and by the Chief Accounting Officer
or the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company that is delivered to the Trustee in accordance with the
terms hereof. Each such certificate shall include the statements provided for in
Section 15.07, if and to the extent required by the provisions thereof.

     "Opinion of Counsel" means an opinion in writing of legal counsel, who may
be an employee of or counsel for the Company, that is delivered to the Trustee
in accordance with the terms hereof. Each such opinion shall include the
statements provided for in Section 15.07, if and to the extent required by the
provisions thereof.

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     "Outstanding," when used with reference to Junior Subordinated Debentures
means, subject to the provisions of Section 10.04, as of any particular time,
all Junior Subordinated Debentures theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Junior Subordinated Debentures
theretofore canceled by the Trustee or any paying agent, or delivered to the
Trustee or any paying agent for cancellation or that have previously been
canceled; (b) Junior Subordinated Debentures or portions thereof for the payment
or redemption of which moneys or Governmental Obligations 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 Junior Subordinated Debentures or portions of
such Junior Subordinated Debentures are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as provided in Article
III, or provision satisfactory to the Trustee shall have been made for giving
such notice; and (c) Junior Subordinated Debentures in lieu of or in
substitution for which other Junior Subordinated Debentures shall have been
authenticated and delivered pursuant to the terms of Section 2.08.

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

     "Predecessor Junior Subordinated Debenture" means every previous Junior
Subordinated Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Junior Subordinated Debenture; and, for the
purposes of this definition, any Junior Subordinated Debenture authenticated and
delivered under Section 2.08 in lieu of a lost, destroyed or stolen Junior
Subordinated Debenture shall be deemed to evidence the same debt as the lost,
destroyed or stolen Junior Subordinated Debenture.

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

     "Preferred Securities Certificate" has the meaning set forth in the Trust
Agreement.

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

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

     "Redemption Price" means the amount equal to 100% of the principal amount
of Junior Subordinated Debentures to be redeemed plus any accrued and unpaid
interest thereon to the date of the redemption of such Junior Subordinated
Debentures.

     "Responsible Officer" when used with respect to the Trustee means any Vice
President or any corporate trust officer with direct responsibility for the
administration of this Indenture or any other officer or assistant officer of
the Trustee customarily performing functions similar to


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those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.


     "Scheduled Maturity Date" means September 30, 2030.


     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 2.07.

     "Securityholder," "Holder," "Registered Holder," or other similar term,
means the Person or Persons in whose name or names particular Junior
Subordinated Debentures shall be registered in the Securities Register.

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

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

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

     "Tax Event" means the receipt by the 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


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(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Junior
Subordinated Debentures there is more than an insubstantial risk that (a)
interest payable by the Company on the Junior Subordinated Debentures is not, or
within 90 days after the date of such Opinion of Counsel will not be, deductible
by the Company, in whole or in part, for United States federal income tax
purposes, (b) the Trust is, or will be within 90 days after the date of such
Opinion of Counsel, subject to United States federal income tax with respect to
income received or accrued on the Junior Subordinated Debentures, or (c) the
Trust is, or will be within 90 days after the date of such Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties, assessments or
other governmental charges.

     "Trust" means BVBC Capital Trust I, a Delaware statutory business trust
created for the purpose of issuing Trust Securities in connection with the
issuance of Junior Subordinated Debentures under this Indenture.

     "Trust Agreement" means the Amended and Restated Trust Agreement, dated as
of _______________, 2000, of the Trust.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date of execution of this Indenture; provided, however, that in the event
the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

     "Trust Securities" means Common Securities and Preferred Securities of the
Trust.

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

                                   ARTICLE II
                  DESCRIPTION, TERMS, CONDITIONS, REGISTRATION
               AND EXCHANGE OF THE JUNIOR SUBORDINATED DEBENTURES

     2.01 DESIGNATION AND PRINCIPAL AMOUNT. There is hereby authorized a series
of Securities designated the "_____% Junior Subordinated Debentures due 2030,"
limited in aggregate principal amount to $11,855,672, which amount shall be as
set forth in any written order of the Company for the authentication and
delivery of Junior Subordinated Debentures pursuant to Section 8.02 of this
Indenture.

                                        8
<PAGE>   15


     2.02 MATURITY.

          (a) The Maturity Date will be either:

              (i)    the Scheduled Maturity Date; or

              (ii) if the Company elects to accelerate the Maturity Date to be a
          date prior to the Scheduled Maturity Date in accordance with Section
          2.02(b), the Accelerated Maturity Date.


      (b) The Company may, at any time before the day which is 90 days before
the Scheduled Maturity Date, elect to shorten the Maturity Date only once to the
Accelerated Maturity Date, provided that the Company has received the prior
approval of the Federal Reserve if then required under applicable capital
guidelines or policies of the Federal Reserve, but in no case shall such
Accelerated Maturity Date be a date before September 30, 2005.


      (c) If the Company elects to accelerate the Maturity Date in accordance
with Section 2.02(b), the Company shall give notice to the Registered Holders of
the Junior Subordinated Debentures, the Property Trustee and the Trustee of the
acceleration of the Maturity Date and the Accelerated Maturity Date at least 90
days before the Accelerated Maturity Date.

     2.03 FORM AND PAYMENT. Except as provided in Section 2.04, the Junior
Subordinated Debentures shall be issued in fully registered certificated form
without interest coupons. Principal and interest on the Junior Subordinated
Debentures issued in certificated form will be payable, the transfer of such
Junior Subordinated Debentures will be registrable and such Junior Subordinated
Debentures will be exchangeable for Junior Subordinated Debentures bearing
identical terms and provisions at the office or agency of the Trustee; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the Holder at such address as shall appear in the Securities
Register. Notwithstanding the foregoing, so long as the Holder of any Junior
Subordinated Debentures is the Property Trustee, the payment of the principal of
and interest (including Compounded Interest and Additional Sums, if any) on such
Junior Subordinated Debentures held by the Property Trustee will be made at such
place and to such account as may be designated by the Property Trustee.

     2.04 GLOBAL SUBORDINATED DEBENTURE.

          (a) In connection with a Dissolution Event:

              (i) the Junior Subordinated Debentures in certificated form may be
          presented to the Trustee by the Property Trustee in exchange for a
          Global Subordinated Debenture in an aggregate principal amount equal
          to the aggregate principal amount of all outstanding Junior
          Subordinated Debentures (a "Global Subordinated Debenture"), to be
          registered in the name of the Depositary, or its nominee, and
          delivered by the Trustee to the Depositary for crediting to the
          accounts of its participants pursuant to the instructions of the
          Administrative Trustees. The Company upon any such presentation shall
          execute a Global


                                        9

<PAGE>   16

          Subordinated Debenture in such aggregate principal amount and deliver
          the same to the Trustee for authentication and delivery in accordance
          with this Indenture. Payments on the Junior Subordinated Debentures
          issued as a Global Subordinated Debenture will be made to the
          Depositary; and

              (ii) if any Preferred Securities are held in non book-entry
          certificated form, the Junior Subordinated Debentures in certificated
          form may be presented to the Trustee by the Property Trustee and any
          Preferred Securities Certificate which represents Preferred Securities
          other than Preferred Securities held by the Depositary or its nominee
          ("Non Book-Entry Preferred Securities") will be deemed to represent
          beneficial interests in Junior Subordinated Debentures presented to
          the Trustee by the Property Trustee having an aggregate principal
          amount equal to the aggregate Liquidation Amount of the Non Book-Entry
          Preferred Securities until such Preferred Securities Certificates are
          presented to the Securities Registrar for transfer or reissuance at
          which time such Preferred Securities Certificates will be canceled and
          a Junior Subordinated Debenture, registered in the name of the holder
          of the Preferred Securities Certificate or the transferee of the
          holder of such Preferred Securities Certificate, as the case may be,
          with an aggregate principal amount equal to the aggregate Liquidation
          Amount of the Preferred Securities Certificate canceled, will be
          executed by the Company and delivered to the Trustee for
          authentication and delivery in accordance with this Indenture. On
          issue of such Junior Subordinated Debentures, Junior Subordinated
          Debentures with an equivalent aggregate principal amount that were
          presented by the Property Trustee to the Trustee will be deemed to
          have been canceled.

          (b) A Global Subordinated Debenture may be transferred, in whole but
     not in part, only to another nominee of the Depositary, or to a successor
     Depositary selected or approved by the Company or to a nominee of such
     successor Depositary.

          (c) If at any time the Depositary notifies the Company that it is
     unwilling or unable to continue as Depositary or if at any time the
     Depositary for such series shall no longer be registered or in good
     standing under the Exchange Act or other applicable statute or regulation,
     and a successor Depositary for such series is not appointed by the Company
     within 90 days after the Company receives such notice or becomes aware of
     such condition, as the case may be, the Company will execute, and the
     Trustee, upon written notice from the Company, will authenticate and
     deliver the Junior Subordinated Debentures in definitive registered form
     without coupons, in authorized denominations, and in an aggregate principal
     amount equal to the principal amount of the Global Subordinated Debenture
     in exchange for such Global Subordinated Debenture. In addition, the
     Company may at any time determine that the Junior Subordinated Debentures
     shall no longer be represented by a Global Subordinated Debenture. In such
     event the Company will execute, and the Trustee, upon receipt of an
     Officers' Certificate evidencing such determination by the Company, will
     authenticate and deliver the Junior Subordinated Debentures in definitive
     registered form without coupons, in authorized denominations, and in an
     aggregate principal amount equal to the principal amount of the Global
     Subordinated Debenture in exchange for such Global Subordinated Debenture.

                                       10
<PAGE>   17


     Upon the exchange of the Global Subordinated Debenture for such Junior
     Subordinated Debentures in definitive registered form without coupons, in
     authorized denominations, the Global Subordinated Debenture shall be
     canceled by the Trustee. Such Junior Subordinated Debentures in definitive
     registered form issued in exchange for the Global Subordinated Debenture
     shall be registered in such names and in such authorized denominations as
     the Depositary, pursuant to instructions from its direct or indirect
     participants or otherwise, shall instruct the Trustee. The Trustee shall
     deliver such Junior Subordinated Debentures to the Depositary for delivery
     to the Persons in whose names such Junior Subordinated Debentures are so
     registered.

     2.05 INTEREST.


      (a) Each Junior Subordinated Debenture will bear interest at the rate of
_____% per annum (the "Coupon Rate") from the original date of issuance until
the principal thereof becomes due and payable, and on any overdue principal and
(to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the Coupon Rate, compounded
quarterly, payable (subject to the provisions of Article IV) quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year (each,
an "Interest Payment Date"), commencing on September 30, 2000, to the Person in
whose name such Junior Subordinated Debenture or any Predecessor Junior
Subordinated Debenture is registered at the close of business on the regular
record date for such interest installment, which, in respect of (i) Junior
Subordinated Debentures of which the Property Trustee is the Holder and the
Preferred Securities are in book-entry-only form or (ii) a Global Subordinated
Debenture, shall be the close of business on the Business Day next preceding
that Interest Payment Date. Notwithstanding the foregoing sentence, if (A) the
Junior Subordinated Debentures are held by the Property Trustee and the
Preferred Securities are no longer in book-entry only form or (B) the Junior
Subordinated Debentures are not represented by a Global Subordinated Debenture,
the record date for such interest installment shall be the 15th day of the month
in which such payment is to be made. The amount of each interest payment due
with respect to the Junior Subordinated Debentures will include amounts accrued
through the date the interest payment is payable.


      (b) The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Except as provided in the
following sentence, the amount of interest payable for any period shorter than a
full quarterly period for which interest is computed will be computed on the
basis of the actual number of days elapsed in such a quarterly period. In the
event that any date on which interest is payable on the Junior Subordinated
Debentures is not a Business Day, then payment of interest payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.

          (c) If, at any time while the Property Trustee is the Holder of any
     Junior Subordinated Debentures, the Trust or the Property Trustee is
     required to pay any taxes,


                                       11
<PAGE>   18


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

     2.06 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Junior
Subordinated Debentures shall be executed on behalf of the Company by its Chief
Executive Officer, its President or any Vice President and attested by its
Secretary or Assistant Secretary. The signature of any of these officers on the
Junior Subordinated Debentures may be manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Junior Subordinated Debentures executed by
the Company to the Trustee for authentication, together with a Company order for
the authentication and delivery of such Junior Subordinated Debentures. The
Trustee in accordance with such Company order shall authenticate and deliver
such Junior Subordinated Debentures as provided in this Indenture and not
otherwise.

     Upon the initial issuance, each Junior Subordinated Debenture shall be
dated ________________, 2000, and thereafter Junior Subordinated Debentures
issued hereunder shall be dated the date of their authentication.

     No Junior Subordinated Debenture shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Junior Subordinated Debenture a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Junior Subordinated Debenture shall be conclusive
evidence, and the only evidence, that such Junior Subordinated Debenture has
been duly authenticated and delivered hereunder and is entitled to the benefits
of this Indenture.

     2.07 REGISTRATION AND TRANSFER. The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office or any other office or agency pursuant to Section 5.02 being herein
sometimes referred to as the "Securities Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of the Junior Subordinated Debentures and transfers of the Junior
Subordinated Debentures. The Trustee is hereby appointed "Securities Registrar"

                                       12


<PAGE>   19
for the purpose of registering the Junior Subordinated Debentures and transfers
of the Junior Subordinated Debentures as herein provided.

     Upon surrender for registration of transfer of any Junior Subordinated
Debenture at an office or agency of the Company designated pursuant to Section
5.02 for such purpose, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, a new Junior Subordinated Debenture of the authorized denomination.

     All Junior Subordinated Debentures issued upon any registration of transfer
of Junior Subordinated Debentures shall be valid obligations of the Company,
evidencing the same debt and entitled to the same benefits under this Indenture
as the Junior Subordinated Debentures surrendered upon such registration of
transfer.

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

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

     The Company shall not be required to issue or register the transfer of any
Junior Subordinated Debenture during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Junior Subordinated Debentures selected for redemption pursuant to Article III
and ending at the close of business on the day of such mailing.

     2.08 MUTILATED, DESTROYED, LOST AND STOLEN JUNIOR SUBORDINATED DEBENTURES.
If any mutilated Junior Subordinated Debenture is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Junior Subordinated Debenture of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

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

                                       13
<PAGE>   20


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

     Every new Junior Subordinated Debenture issued pursuant to this Section in
lieu of any destroyed, lost or stolen Junior Subordinated Debenture shall
constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Junior Subordinated Debenture shall be at
any time enforceable by anyone, and shall be entitled to all of the benefits of
this Indenture.

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

                                   ARTICLE III
                  REDEMPTION OF JUNIOR SUBORDINATED DEBENTURES

     3.01 REDEMPTION. Subject to the Company having received prior approval of
the Federal Reserve, if then required under the applicable capital guidelines or
policies of the Federal Reserve, the Company may redeem the Junior Subordinated
Debentures in accordance with this Article III.

     3.02 SPECIAL EVENT REDEMPTION. Subject to the Company having received the
prior approval of the Federal Reserve, if then required under the applicable
capital guidelines or policies of the Federal Reserve, if a Special Event has
occurred and is continuing, then, notwithstanding Section 3.03, the Company
shall have the right upon not less than 30 days' nor more than 60 days' notice
to the Holders of the Junior Subordinated Debentures to redeem the Junior
Subordinated Debentures, in whole but not in part, for cash within 90 days
following the occurrence of such Special Event (the "90-Day Period") at the
Redemption Price, provided that if at the time there is available to the Company
the opportunity to eliminate, within the 90-Day Period, the Tax Event by taking
some ministerial action ("Ministerial Action"), such as filing a form or making
an election, or pursuing some other similar reasonable measure which has no
adverse effect on the Company, the Trust or the Holders of the Trust Securities
issued by the Trust, the Company shall pursue such Ministerial Action in lieu of
redemption, and, provided, further, that the Company shall have no right to
redeem the Junior Subordinated Debentures while the Trust is pursuing any
Ministerial Action to eliminate the Tax Event. The Redemption Price shall be
paid prior to 2:00 p.m., Overland Park, Kansas time, on the date of such
redemption or such earlier time as the Company determines, provided that the
Company shall deposit with the Trustee an amount sufficient to pay the
Redemption Price by 12:00 noon, Overland Park, Kansas time, on the date such
Redemption Price is to be paid.

     3.03 OPTIONAL REDEMPTION BY COMPANY.


      (a) Except as otherwise may be specified in this Indenture, the Company
shall have the right to redeem the Junior Subordinated Debentures, in whole or
in part, from time to time, on or after September 30, 2005, at the Redemption
Price. Any redemption



                                       14
<PAGE>   21


     pursuant to this Section 3.03 will be made upon not less than 30 days' nor
     more than 60 days' notice to the Holders of the Junior Subordinated
     Debentures, at the Redemption Price. If the Junior Subordinated Debentures
     are only partially redeemed pursuant to this Section 3.03, the Junior
     Subordinated Debentures will be redeemed pro rata or by lot or by any other
     method utilized by the Trustee; provided, that if at the time of redemption
     the Junior Subordinated Debentures are registered as a Global Subordinated
     Debenture, the Depositary shall determine, in accordance with its
     procedures, the principal amount of such Junior Subordinated Debentures
     held by each Holder of Junior Subordinated Debentures to be redeemed. The
     Redemption Price shall be paid prior to 2:00 p.m., Overland Park, Kansas
     time, on the date of such redemption or at such earlier time as the Company
     determines provided that the Company shall deposit with the Trustee an
     amount sufficient to pay the Redemption Price by 12:00 noon, Overland Park,
     Kansas time, on the date such Redemption Price is to be paid.

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

     3.04 NOTICE OF REDEMPTION.

          (a) In case the Company shall desire to exercise such right to redeem
     all or, as the case may be, a portion of the Junior Subordinated Debentures
     in accordance with the right reserved so to do, the Company shall, or shall
     cause the Trustee to, give notice of such redemption to Holders of the
     Junior Subordinated Debentures to be redeemed by mailing, first class
     postage prepaid, a notice of such redemption not less than 30 days and not
     more than 60 days before the date fixed for redemption to such Holders at
     their last addresses as they shall appear upon the Securities Register. Any
     notice that is mailed in the manner herein provided shall be conclusively
     presumed to have been duly given, whether or not the Registered Holder
     receives the notice. In any case, failure duly to give such notice to the
     Holder of any Junior Subordinated Debenture designated for redemption in
     whole or in part, or any defect in the notice, shall not affect the
     validity of the proceedings for the redemption of any other Junior
     Subordinated Debentures. In the case of any redemption of Junior
     Subordinated Debentures prior to the expiration of any restriction on such
     redemption provided elsewhere in this Indenture, the Company shall furnish
     the Trustee with an Officers' Certificate evidencing compliance with any
     such restriction.

          Each such notice of redemption shall specify the date fixed for
     redemption and the Redemption Price, and shall state that payment of the
     Redemption Price of such Junior Subordinated Debentures to be redeemed will
     be made at the office or agency of the Property Trustee in Wilmington,
     Delaware upon presentation and surrender of such Junior Subordinated
     Debentures, that interest accrued to the date fixed for redemption will be
     paid as specified in said notice, that from and after said date interest
     will cease to accrue. If less than all the Junior Subordinated Debentures
     are to be redeemed, the notice



                                       15
<PAGE>   22


     to the Holders of Junior Subordinated Debentures to be redeemed in whole or
     in part shall specify the particular Junior Subordinated Debentures to be
     so redeemed. In case any Junior Subordinated Debenture is to be redeemed in
     part only, the notice that relates to such Junior Subordinated Debenture
     shall state the portion of the principal amount thereof to be redeemed, and
     shall state that on and after the redemption date, upon surrender of such
     Junior Subordinated Debenture, a new Junior Subordinated Debenture or
     Junior Subordinated Debentures in principal amount equal to the unredeemed
     portion thereof shall be issued to the Holder.

          (b) If less than all the Junior Subordinated Debentures are to be
     redeemed, the Company shall give the Trustee at least 45 days' notice in
     advance of the date fixed for redemption as to the aggregate principal
     amount of Junior Subordinated Debentures to be redeemed, and thereupon the
     Trustee shall select, by lot or in such other manner as it shall deem
     appropriate and fair in its discretion and that may provide for the
     selection of a portion or portions (equal to eight dollars U.S. ($8) or any
     integral multiple thereof), the Junior Subordinated Debentures to be
     redeemed and shall thereafter promptly notify the Company in writing of the
     numbers of the Junior Subordinated Debentures to be redeemed, in whole or
     in part.

          The Company may, if and whenever it shall so elect, by delivery of
     instructions signed on its behalf by its Chief Executive Officer, its
     President or any Vice President, instruct the Trustee or any paying agent
     to call all or any part of the Junior Subordinated Debentures for
     redemption and to give notice of redemption in the manner set forth in this
     Section, such notice to be in the name of the Company or in the name of the
     Trustee or the paying agent, as the Trustee or such paying agent may deem
     advisable. In any case in which notice of redemption is to be given by the
     Trustee or any such paying agent, the Company shall deliver or cause to be
     delivered to, or permit to remain with, the Trustee or such paying agent,
     as the case may be, such Securities Register, transfer books or other
     records, or suitable copies or extracts therefrom, sufficient to enable the
     Trustee or such paying agent to give any notice by mail that may be
     required under the provisions of this Section.

     3.05 PAYMENT UPON REDEMPTION.

          (a) If the giving of notice of redemption shall have been completed as
     above provided, the Junior Subordinated Debentures or portions of Junior
     Subordinated Debentures to be redeemed specified in such notice shall
     become due and payable on the date and at the place stated in such notice
     at the Redemption Price (which includes interest accrued to the date fixed
     for redemption) and interest on such Junior Subordinated Debentures or
     portions of Junior Subordinated Debentures shall cease to accrue on and
     after the date fixed for redemption, unless the Company shall default in
     the payment of such Redemption Price with respect to any such Junior
     Subordinated Debentures or portions thereof. On presentation and surrender
     of such Junior Subordinated Debentures on or after the date fixed for
     redemption at the place of payment specified in the notice, such Junior
     Subordinated Debentures shall be paid and redeemed at the Redemption Price
     (which includes the interest accrued thereon to the date fixed for
     redemption) (but if the date fixed for redemption is an Interest Payment



                                       16
<PAGE>   23


     Date, the interest installment payable on such date shall be payable to the
     Registered Holder at the close of business on the applicable record date
     pursuant to Section 2.05(a)).

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

     3.06 NO SINKING FUND. The Junior Subordinated Debentures are not entitled
to the benefit of any sinking fund.

                                   ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

     4.01 EXTENSION OF INTEREST PAYMENT PERIOD. So long as no Event of Default
has occurred and is continuing, the Company shall have the right, at any time
and from time to time during the term of the Junior Subordinated Debentures, to
defer payments of interest by extending the interest payment period of such
Junior Subordinated Debentures for a period not exceeding 20 consecutive
quarters (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
Extended Interest Payment Period may extend beyond the Maturity Date. To the
extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this Section 4.01, will bear interest thereon at the Coupon Rate compounded
quarterly for each quarter of the Extended Interest Payment Period ("Compounded
Interest"). At the end of the Extended Interest Payment Period, the Company
shall pay all interest accrued and unpaid on the Junior Subordinated Debentures,
including any Additional Sums and Compounded Interest (together, "Deferred
Interest") that shall be payable to the Holders of the Junior Subordinated
Debentures in whose names the Junior Subordinated Debentures are registered in
the Securities Register on the record date for the Interest Payment Date
coinciding with the end of the Extended Interest Payment Period. Before the
termination of any Extended Interest Payment Period, the Company may further
extend such period, provided that such period together with all such further
extensions thereof shall not exceed 20 consecutive quarters, or extend beyond
the Maturity Date. Upon the termination of any Extended Interest Payment Period
and upon the payment of all Deferred Interest then due, the Company may commence
a new Extended Interest Payment Period, subject to the foregoing requirements.
No interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof, but the Company may prepay at any time all or any
portion of the interest accrued during an Extended Interest Payment Period.

     4.02 NOTICE OF EXTENSION.

          (a) If the Property Trustee is the only Registered Holder of the
     Junior Subordinated Debentures at the time the Company selects an Extended
     Interest Payment Period, the Company shall give written notice to the
     Administrative Trustees, the


                                       17

<PAGE>   24
     Property Trustee and the Trustee of its selection of such Extended Interest
     Payment Period five Business Days before the earlier of (i) the next
     succeeding date on which Distributions are payable, or (ii) the date the
     Trust is required to give notice of the record date, or the date such
     Distributions are payable, to the Preferred Securities holders or to the
     American Stock Exchange or other applicable self-regulatory organization,
     if any, but in any event at least five Business Days before such record
     date.

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

          (c) The quarter in which any notice is given pursuant to paragraph (a)
     or paragraph (b) of this Section 4.02 shall be counted as one of the 20
     quarters permitted in the maximum Extended Interest Payment Period
     permitted under Section 4.01.

     4.03 LIMITATION OF TRANSACTIONS DURING EXTENSION. If (a) the Company shall
exercise its right to defer payment of interest as provided in Section 4.01; or
(b) there shall have occurred any Event of Default, then the Company shall be
subject to the restrictions on payments set forth under Section 5.06.

                                    ARTICLE V
                       PARTICULAR COVENANTS OF THE COMPANY

     5.01 PAYMENT OF PRINCIPAL AND INTEREST. The Company will duly and
punctually pay or cause to be paid the principal of and interest on the Junior
Subordinated Debentures at the time and place and in the manner provided herein
and established with respect to such Junior Subordinated Debentures.

     5.02 MAINTENANCE OF AGENCY. So long as any Junior Subordinated Debentures
remain Outstanding, the Company agrees to maintain an office or agency in
Wilmington, Delaware, or at such other location or locations as may be
designated as provided in this Section 5.02, where (a) Junior Subordinated
Debentures may be presented for payment, (b) Junior Subordinated Debentures may
be presented as hereinabove authorized for registration of transfer and
exchange, and (c) notices and demands to or upon the Company in respect of the
Junior Subordinated Debentures and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its Chief Executive Officer, its President or
a Vice President and delivered to the Trustee, designate some other office or
agency for such purposes or any of them. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands.

                                       18

<PAGE>   25

     5.03 PAYING AGENTS.

          (a) If the Company shall appoint one or more paying agents for the
     Junior Subordinated Debentures, other than the Trustee, the Company will
     cause each such paying agent to execute and deliver to the Trustee an
     instrument in which such agent shall agree with the Trustee, subject to the
     provisions of this Section:

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

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

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

              (iv) that it will perform all other duties of paying agent as set
          forth in this Indenture.

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

          (c) Notwithstanding anything in this Section to the contrary, (i) the
     agreement to hold sums in trust as provided in this Section is subject to
     the provisions of Section 13.05, and (ii) the Company may at any time, for
     the purpose of obtaining the satisfaction and discharge of this Indenture
     or for any other purpose, pay, or direct any paying agent to pay, to the
     Trustee all sums held in trust by the Company or such paying agent, such
     sums to be held by the Trustee upon the same terms and conditions as those
     upon which such sums were held by the Company or such paying agent; and,
     upon such payment by any paying agent to the Trustee, such paying agent
     shall be released from all further liability with respect to such money.

                                       19

<PAGE>   26

     5.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE. The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 9.10, a Trustee, so that there shall
at all times be a Trustee hereunder.

     5.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS. The Company will not, while
any of the Junior Subordinated Debentures remain Outstanding, consolidate with,
or merge into, or merge into itself, or sell or convey all or substantially all
of its property to any other company unless the provisions of Article XII hereof
are complied with.

     5.06 RESTRICTIONS ON CERTAIN PAYMENTS. If at any time (a) there shall have
occurred any event of which the Company has actual knowledge that (i) with the
giving of notice or the lapse of time, or both, would constitute an Event of
Default and (ii) in respect to which the Company shall not have taken reasonable
steps to cure, or (b) the Company shall have given notice of its election of an
Extended Interest Payment Period as provided herein with respect to the Junior
Subordinated Debentures and shall not have rescinded such notice, or such
Extended Interest Payment Period, or any extension thereof, shall be continuing;
or (c) while the Junior Subordinated Debentures are held by the Trust, the
Company shall be in default with respect to its payment of any obligation under
the Preferred Securities Guarantee, then the Company will not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company (including the Junior
Subordinated Debentures) that rank pari passu with or junior in interest to the
Junior Subordinated Debentures or make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any Subsidiary of the
Company if such guarantee ranks pari passu or junior in interest to the Junior
Subordinated Debentures (other than (A) dividends or distributions in common
stock, (B) any declaration of a dividend in connection with the implementation
of a shareholders' rights plan, or the issuance of stock under any such plan in
the future or the redemption or repurchase of any such rights pursuant thereto,
(C) payments under the Preferred Securities Guarantee and (D) purchases of
common stock related to the issuance of common stock or rights under any of the
Company's benefit plans for its directors, officers or employees).

     5.07 COVENANTS AS TO THE TRUST. For so long as the Trust Securities of the
Trust remain outstanding, the Company will (a) maintain 100% direct or indirect
ownership of the Common Securities of the Trust; provided, however, that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of the Common Securities, (b) use its reasonable efforts to
cause the Trust (i) to remain a business trust, except in connection with a
distribution of Junior Subordinated Debentures, the redemption of all of the
Trust Securities of the Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement, and (ii) to otherwise
continue not to be treated as an association taxable as a corporation or
partnership for United States federal income tax purposes and (c) to use its
reasonable efforts to cause each Holder of Trust Securities to be treated as
owning an individual undivided beneficial interest in the Junior Subordinated
Debentures.

     If the Junior Subordinated Debentures are issued in connection with the
distribution of the Junior Subordinated Debentures to the holders of the
Preferred Securities issued by the Trust


                                       20

<PAGE>   27

upon a Dissolution Event, the Company will use its best efforts to list such
Junior Subordinated Debentures on The American Stock Exchange LLC or on such
other exchange as the Preferred Securities may then be listed; provided,
however, that any redemption of the junior subordinated debentures, in whole or
in part, effected in accordance with this Indenture shall not cause or result in
a violation of this Section 5.07.

     For so long as the Junior Subordinated Debentures shall remain Outstanding,
the Company shall fulfill all reporting and filing obligations under the
Securities Exchange Act of 1934, as amended, as applicable to companies having a
class of securities registered under Section 12(b) or 12(g) thereunder.

                                   ARTICLE VI
                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     6.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS. The
Company will furnish or cause to be furnished to the Trustee (a) on each regular
record date (as defined in Section 2.05(a)) a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders as of such
regular record date, provided that the Company shall not be obligated to furnish
or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company and
(b) at such other times as the Trustee may request in writing within 30 days
after the receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that, in either case, no such list need be
furnished if the Trustee shall be the Securities Registrar.

     6.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.

          (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
     contained in the most recent list furnished to it as provided in Section
     6.01 and as to the names and addresses of Holders received by the Trustee
     in its capacity as Securities Registrar (if acting in such capacity).

          (b) The Trustee may destroy any list furnished to it as provided in
     Section 6.01 upon receipt of a new list so furnished.

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

     6.03 REPORTS BY THE COMPANY.

          (a) The Company covenants and agrees to file with the Trustee, within
     15 days after the Company is required to file the same with the Commission,
     copies of the annual reports and of the information, documents and other
     reports (or copies of such portions of any of the foregoing as the
     Commission may from time to time by rules and


                                       21

<PAGE>   28

     regulations prescribe) that the Company may be required to file with the
     Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
     if the Company is not required to file information, documents or reports
     pursuant to either of such sections, then to file with the Trustee and the
     Commission, in accordance with the rules and regulations prescribed from
     time to time by the Commission, such of the supplementary and periodic
     information, documents and reports that may be required pursuant to any
     applicable rules and regulations of the Commission.

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

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

     6.04 REPORTS BY THE TRUSTEE.

          (a) Beginning July 31, 2001, on or before July 31 in each year in
     which any of the Junior Subordinated Debentures are Outstanding, the
     Trustee shall transmit by mail, first class postage prepaid, to the
     Securityholders, as their names and addresses appear upon the Securities
     Register, a brief report dated as of the preceding December 31, if and to
     the extent required under Section 313(a) of the Trust Indenture Act.

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

          (c) A copy of each such report shall, at the time of such transmission
     to Securityholders, be filed by the Trustee with the Company, and also with
     the Commission.

                                   ARTICLE VII
                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDERS ON EVENT OF DEFAULT

     7.01 EVENTS OF DEFAULT.

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

              (i) the Company defaults in the payment of any installment of
          interest upon any of the Junior Subordinated Debentures, as and when
          the same shall


                                       22

<PAGE>   29

          become due and payable, and continuance of such default for a period
          of 30 days; provided, however, that a valid extension of an interest
          payment period by the Company in accordance with the terms of this
          Indenture shall not constitute a default in the payment of interest
          for this purpose;

              (ii) the Company defaults in the payment of the principal of any
          of the Junior Subordinated Debentures as and when the same shall
          become due and payable whether at maturity, upon redemption, by
          declaration or otherwise;

              (iii) the Company fails to observe or perform any other of its
          covenants or agreements hereunder with respect to the Junior
          Subordinated Debentures for a period of 90 days after the date on
          which written notice of such failure, requiring the same to be
          remedied and stating that such notice is a "Notice of Default"
          hereunder, shall have been given to the Company by the Trustee, by
          registered or certified mail, or to the Company and the Trustee by the
          Holders of at least 25% in principal amount of the Junior Subordinated
          Debentures at the time Outstanding;

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

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

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

          (b) In each and every such case, unless the principal of all the
     Junior Subordinated 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 Junior Subordinated Debentures then Outstanding
     hereunder, by notice in writing to the Company (and to the Trustee if given
     by such Securityholders) may declare the principal of all the Junior
     Subordinated Debentures to be due and payable immediately, and upon any
     such declaration the same shall become and shall be immediately due and
     payable,


                                       23

<PAGE>   30

     notwithstanding anything contained in this Indenture or in the Junior
     Subordinated Debentures to the contrary.

          (c) At any time after the principal of the Junior Subordinated
     Debentures shall have been so declared due and payable, and before any
     judgment or decree for the payment of the moneys due shall have been
     obtained or entered as hereinafter provided, the Holders of a majority in
     aggregate principal amount of the Junior Subordinated Debentures then
     Outstanding, by written notice to the Company and the Trustee, may rescind
     and annul such declaration and its consequences if: (i) the Company has
     paid or deposited with the Trustee a sum sufficient to pay all matured
     installments of interest upon all the Junior Subordinated Debentures and
     the principal of any and all Junior Subordinated Debentures that shall have
     become due otherwise than by acceleration (with interest upon such
     principal and, to the extent that such payment is enforceable under
     applicable law, upon overdue installments of interest, at the rate per
     annum expressed in the Junior Subordinated Debentures to the date of such
     payment or deposit) and the amount payable to the Trustee under Section
     9.06, and (ii) any and all Events of Default under this Indenture, other
     than the nonpayment of principal on Junior Subordinated Debentures that
     shall not have become due by their terms, shall have been remedied or
     waived as provided in Section 7.06. Should the Holders fail to annul such
     declaration and waive such default, then the holders of a majority in
     aggregate Liquidation Amount of the Preferred Securities shall have such
     right.

          No such rescission and annulment shall extend to or shall affect any
     subsequent default or impair any right consequent thereon.

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

          7.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

          (a) The Company covenants that (i) in case it shall default in the
     payment of any installment of interest on any of the Junior Subordinated
     Debentures as and when the same shall have become due and payable, and such
     default shall have continued for a period of 90 Business Days, or (ii) in
     case it shall default in the payment of the principal of any of the Junior
     Subordinated Debentures when the same shall have become due and payable,
     whether upon maturity of the Junior Subordinated Debentures or upon
     redemption or upon declaration or otherwise, then, upon demand of the
     Trustee, the Company will pay to the Trustee, for the benefit of the
     Holders of the Junior Subordinated Debentures, the whole amount that then
     shall have become due and payable on all such Junior Subordinated
     Debentures for principal or interest, or both, as the case may be, with
     interest upon the overdue principal and (to the extent that payment of such



                                       24

<PAGE>   31

          interest is enforceable under applicable law and, if the Junior
          Subordinated Debentures are held by the Trust or a trustee of the
          Trust, without duplication of any other amounts paid by the Trust or
          trustee in respect thereof) upon overdue installments of interest at
          the rate per annum expressed in the Junior Subordinated Debentures;
          and, in addition thereto, such further amount as shall be sufficient
          to cover the costs and expenses of collection, and the amount payable
          to the Trustee under Section 9.06.

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

          (c) In case of any receivership, insolvency, liquidation, bankruptcy,
     reorganization, readjustment, arrangement, composition or judicial
     proceedings affecting the Company or the creditors or property of either,
     the Trustee shall have power to intervene in such proceedings and take any
     action therein that may be permitted by the court and shall (except as may
     be otherwise provided by law) be entitled to file such proofs of claim and
     other papers and documents as may be necessary or advisable in order to
     have the claims of the Trustee and of the Holders of Junior Subordinated
     Debentures allowed for the entire amount due and payable by the Company
     under this Indenture at the date of institution of such proceedings and for
     any additional amount that may become due and payable by the Company after
     such date, and to collect and receive any moneys or other property payable
     or deliverable on any such claim, and to distribute the same after the
     deduction of the amount payable to the Trustee under Section 9.06; and any
     receiver, assignee or trustee in bankruptcy or reorganization is hereby
     authorized by each of the Holders to make such payments to the Trustee,
     and, in the event that the Trustee shall consent to the making of such
     payments directly to such Securityholders, to pay to the Trustee any amount
     due it under Section 9.06.

          (d) All rights of action and of asserting claims under this Indenture
     may be enforced by the Trustee without the possession of any of the Junior
     Subordinated Debentures, or the production thereof at any trial or other
     proceeding relative thereto, and any such suit or proceeding instituted by
     the Trustee shall be brought in its own name as trustee of an express
     trust, and any recovery of judgment shall, after provision for payment to
     the Trustee of any amounts due under Section 9.06, be for the ratable
     benefit of the Holders of the Junior Subordinated Debentures.

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


                                       25

<PAGE>   32

          of the exercise of any power granted in this Indenture, or to enforce
          any other legal or equitable right vested in the Trustee by this
          Indenture or by law.

               Nothing contained herein shall be deemed to authorize the Trustee
          to authorize or consent to or accept or adopt on behalf of any
          Securityholder any plan of reorganization, arrangement, adjustment or
          composition affecting the Junior Subordinated 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.

     7.03 APPLICATION OF MONEYS COLLECTED. Any moneys collected by the Trustee
pursuant to this Article with respect to the Junior Subordinated Debentures
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal
or interest, upon presentation of the Junior Subordinated Debentures, and
notation thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

               FIRST, to the payment of costs and expenses of collection and of
          all amounts payable to the Trustee under Section 9.06;

               SECOND, to the payment of all Senior and Subordinated Debt of the
          Company if and to the extent required by Article XVI; and

               THIRD, to the payment of the amounts then due and unpaid upon
          Junior Subordinated Debentures for principal and interest, in respect
          of which or for the benefit of which such money has been collected,
          ratably, without preference or priority of any kind, according to the
          amounts due and payable on such Junior Subordinated Debentures for
          principal and interest, respectively.

     7.04 LIMITATION ON SUITS. No Holder shall have any right by virtue of or by
availing any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (a) such Holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof; (b) the
Holders of not less than 25% in aggregate principal amount of the Junior
Subordinated Debentures then Outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
trustee hereunder; (c) such Holder or Holders shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; and (d) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action, suit or proceeding; and (e) during such
60-day period, the Holders of a majority in principal amount of the Junior
Subordinated Debentures do not give the Trustee a direction inconsistent with
the request.

     Notwithstanding any other provisions of this Indenture to the contrary, the
right of any Holder to receive payment of the principal of and interest on the
Junior Subordinated Debentures on or after the respective due dates (or in the
case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such Holder; and
by


                                       26

<PAGE>   33

accepting a Junior Subordinated Debenture hereunder it is expressly understood,
intended and covenanted by the Holder thereof with every other such Holder and
the Trustee, that no one or more Holders shall have any right in any manner
whatsoever by virtue of or by availing any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holders, or to obtain or
seek to obtain priority over or preference to any such other Holders, 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 Junior Subordinated
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.

     7.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

          (a) Except as otherwise provided in Section 7.02, all powers and
     remedies given by this Article 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 Junior Subordinated Debentures, by judicial proceedings or
     otherwise, to enforce the performance or observance of the covenants and
     agreements contained in this Indenture or otherwise established with
     respect to such Junior Subordinated Debentures.

          (b) No delay or omission of the Trustee or of any Holder of any of the
     Junior Subordinated Debentures to exercise any right or power accruing upon
     any Event of Default occurring and continuing as aforesaid shall impair any
     such right or power, or shall be construed to be a waiver of any such
     default or on acquiescence therein; and, subject to the provisions of
     Section 7.04, every power and remedy given by this Article or by law to the
     Trustee or the Securityholders may be exercised from time to time, and as
     often as shall be deemed expedient, by the Trustee or by the
     Securityholders.

     7.06 CONTROL BY SECURITYHOLDERS. The Holders of a majority in aggregate
principal amount of the Junior Subordinated Debentures at the time Outstanding,
determined in accordance with Section 10.04, shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture. Subject to the provisions of Section 9.01, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability. The Holders of a majority in aggregate principal amount of
the Junior Subordinated Debentures at the time Outstanding affected thereby,
determined in accordance with Section 10.04, may on behalf of the Holders of all
of the Junior Subordinated Debentures waive any past default in the performance
of any of the covenants contained herein and its consequences, except (a) a
default in the payment of the principal of or interest on any of the Junior
Subordinated Debentures as and when the same shall become due by its terms
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal has been
deposited with the Trustee in accordance with Section 7.01(c)), (b) a default in
the covenants contained in Section 5.06 or (c) in respect of a covenant or
provision hereof which under Article XI cannot be


                                       27

<PAGE>   34

modified or amended without the consent of the Holder of each Outstanding Junior
Subordinated Debenture affected; provided, however, that if the Junior
Subordinated Debentures are held by the Trust or a Trustee of the Trust, such
waiver or modification to such waiver shall not be effective until the Holders
of a majority in Liquidation 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 Junior Subordinated 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 Junior
Subordinated Debentures shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

     7.07 UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and
each Holder of any Junior Subordinated Debentures by such Holder's acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by
it as Trustee, the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder, or group of Securityholders, holding more than
10% in aggregate principal amount of the Outstanding Junior Subordinated
Debentures, or to any suit instituted by any Securityholder for the enforcement
of the payment of the principal of or interest on the Junior Subordinated
Debentures on or after the due dates thereof.

                                  ARTICLE VIII

            FORM OF JUNIOR SUBORDINATED DEBENTURE AND ORIGINAL ISSUE

     8.01 FORM OF JUNIOR SUBORDINATED DEBENTURE. The Junior Subordinated
Debenture and the Trustee's Certificate of Authentication to be endorsed thereon
are to be substantially in the forms contained as Exhibit A to this Indenture,
attached hereto and incorporated herein by reference.

     8.02 ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES. Junior Subordinated
Debentures in the aggregate principal amount of $10,309,280 may, upon execution
of this Indenture, be executed by the Company and delivered to the Trustee for
authentication. If the Underwriter exercises its Option and there is an Option
Closing Date (as such terms are defined in the Trust Agreement), then, on such
Option Closing Date, Junior Subordinated Debentures in the aggregate principal
amount of up to $1,546,392 may be executed by the Company and delivered to the
Trustee for authentication. In either such event, the Trustee shall thereupon
authenticate and deliver the Junior Subordinated Debentures to or upon the
written order of the Company, signed by its Chairman, its Vice Chairman, its
Chief Executive Officer, its President or any Vice President, without any
further action by the Company.

                                       28

<PAGE>   35

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

     9.01 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

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

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

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

                    (A) the duties and obligations of the Trustee shall 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 as are specifically set forth in this
               Indenture, and no implied covenants or obligations shall be read
               into this Indenture against the Trustee; and

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

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

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



                                       29


<PAGE>   36

          conducting any proceeding for any remedy available to the Trustee, or
          exercising any trust or power conferred upon the Trustee under this
          Indenture; and

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

          (c) Within 90 days after actual knowledge by a Responsible Officer of
     the Trustee of the occurrence of any default hereunder with respect to the
     Securities, the Trustee shall transmit by mail to all Holders of
     Securities, as their names and addresses appear in the Securities Register,
     notice of such default, unless such default shall have been cured or
     waived; provided, however, that, except in the case of a default in the
     payment of the principal of (or premium, if any) or interest (including any
     Additional Interest) on any Security, the Trustee shall be protected in
     withholding such notice if and so long as the board of directors, the
     executive committee or a trust committee of directors and/or Responsible
     Officers of the Trustee in good faith determines that the withholding of
     such notice is in the interests of the Holders of Securities. For the
     purpose of this Section 9.01, the term "default" means any event that is,
     or after notice or lapse of time or both would become, an Event of Default
     with respect to the Securities.

     9.02 CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided in Section
9.01:

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

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

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

          (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 that may be incurred therein or thereby; nothing contained
     herein



                                       30

<PAGE>   37

     shall, however, relieve the Trustee of the obligation, upon the occurrence
     of an Event of Default (that has not been cured or waived) known to the
     Trustee, to exercise such of the rights and powers vested in it by this
     Indenture, and to use the same degree of care and skill in their exercise
     as a prudent person would exercise or use under the circumstances in the
     conduct of his own affairs;

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

          (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, security or other papers or documents, unless requested in writing so
     to do by the Holders of not less than a majority in principal amount of the
     Outstanding Junior Subordinated Debentures (determined as provided in
     Section 10.04); provided, however, that if the payment within a reasonable
     time to the Trustee of the costs, expenses or liabilities likely to be
     incurred by it in the making of such investigation is, in the opinion of
     the Trustee, not reasonably assured to the Trustee by the security afforded
     to it by the terms of this Indenture, the Trustee may require reasonable
     indemnity against such costs, expenses or liabilities as a condition to so
     proceeding. The reasonable expense of every such examination shall be paid
     by the Company or, if paid by the Trustee, shall be repaid by the Company
     upon demand;

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

          (h) the Trustee shall not be charged with knowledge of any default or
     Event of Default hereunder unless a Responsible Officer of the Trustee
     shall have knowledge of the default or Event of Default.

     9.03 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF THE JUNIOR
SUBORDINATED DEBENTURES.

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

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

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

                                       31

<PAGE>   38

     9.04 MAY HOLD JUNIOR SUBORDINATED DEBENTURES. The Trustee or any paying
agent or Securities Registrar, in its individual or any other capacity, may
become the owner or pledgee of Junior Subordinated Debentures with the same
rights it would have if it were not Trustee, paying agent or Securities
Registrar.

     9.05 MONEYS HELD IN TRUST. Subject to the provisions of Section 13.05, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon.

     9.06 COMPENSATION AND REIMBURSEMENT.

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

          (b) The obligations of the Company under this Section to compensate
     and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
     disbursements and advances shall constitute additional indebtedness
     hereunder.

          (c) The additional indebtedness described in Section 9.06(b) shall be
     secured by a lien prior to that of the Junior Subordinated Debentures upon
     all property and funds held or collected by the Trustee.

          (d) When the Trustee incurs expenses or renders services after an
     Event of Default specified in Section 7.01(iv), (v) or (vi) occurs, the
     expenses and the compensation for the services are intended to constitute
     expenses of administration under the Bankruptcy Reform Act of 1978 or any
     successor statute.

          (e) The provisions of Section 9.06(a), (b) and (d) shall survive the
     termination of this Indenture.

                                       32

<PAGE>   39

     9.07 RELIANCE ON OFFICERS' CERTIFICATE. Except as otherwise provided in
Section 9.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting to take any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.

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

     9.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be a
Trustee with respect to the Junior Subordinated Debentures issued hereunder
which 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 permitted to act as
trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal, state, territorial, or
District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, 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. No Affiliate of the Company may serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 9.10.

     9.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) The Trustee, or any successor hereafter appointed, may at any time
     resign by giving written notice thereof to the Company and by transmitting
     notice of resignation by mail, first class postage prepaid, to the
     Securityholders, as their names and addresses appear upon the Securities
     Register. Upon receiving such notice of resignation, the Company shall
     promptly 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 resigning Trustee and one copy to the successor
     trustee. If no successor trustee shall have been so appointed and have
     accepted appointment within 30 days after the mailing of such notice of
     resignation, the resigning Trustee may petition any court of competent
     jurisdiction for the appointment of a successor trustee, or any
     Securityholder who has been a bona fide Holder of Junior Subordinated
     Debentures for at least six months may, subject to the provisions of
     Section 7.07, on behalf of such Securityholder and all other Holders,
     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.

                                       33

<PAGE>   40

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

               (i) the Trustee shall fail to comply with the provisions of
          Section 9.08 after written request therefor by the Company or by any
          Securityholder who has been a bona fide Holder of Junior Subordinated
          Debentures for at least six months; or

               (ii) the Trustee shall cease to be eligible in accordance with
          the provisions of Section 9.09 and shall fail to resign after written
          request therefor by the Company or by any such Securityholder; or

               (iii) the Trustee shall become incapable of acting, or shall be
          adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
          proceeding, or a receiver of the Trustee or of its property shall be
          appointed or consented to, or any public officer shall take charge or
          control of the Trustee or of its property or affairs for the purpose
          of rehabilitation, conservation or liquidation, then, in any such
          case, the Company may remove the Trustee 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 7.07, unless the Trustee's duty
          to resign is stayed as provided herein, any Securityholder who has
          been a bona fide Holder of Junior Subordinated Debentures for at least
          six months may, on behalf of that Holder and all other Holders,
          petition any court of competent jurisdiction for the removal of the
          Trustee and the appointment of a successor trustee. Such court may
          thereupon after such notice, if any, as it may deem proper and
          prescribe, remove the Trustee and appoint a successor trustee.

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

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

     9.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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


                                       34

<PAGE>   41

     the rights, powers, and trusts of the retiring Trustee and shall duly
     assign, transfer and deliver to such successor trustee all property and
     money held by such retiring Trustee hereunder.

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

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

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

     9.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified and eligible under the provisions of this Article IX, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Junior Subordinated Debentures shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Junior Subordinated Debentures so authenticated with the same effect
as if such successor Trustee had itself authenticated such Junior Subordinated
Debentures.

     9.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship described in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent included therein.

     9.14 APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of the
Junior Subordinated Debentures remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents which shall be authorized to act on behalf of the
Trustee to authenticate Junior Subordinated Debentures issued upon original
issuance, exchange, registration of transfer or partial redemption thereof or
pursuant to Section 2.08, and Junior Subordinated Debentures so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Junior Subordinated Debentures by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an


                                       35

<PAGE>   42

Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of such supervision or examining authority, for
the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such notice of
resignation or upon such termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall mail written notice of such appointment by
first class mail, postage prepaid, to all Securityholders as their names and
addresses appear in the Securities Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with the like effect as
if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 9.06.

     If an appointment is made pursuant to this Section, the Junior Subordinated
Debentures may have endorsed thereon, in lieu of the form of certificate of
authentication set forth in Section 8.01, a certificate of authentication in the
following form:

     "This is one of the Junior Subordinated Debentures described in the within
mentioned Indenture."



                                       36

<PAGE>   43

                                               -------------------------------,
                                               as Trustee

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

                                               By
                                                 -----------------------------
                                                  as Authenticating Agent

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

                                               By
                                                 -----------------------------
                                                  Authorized Signature

     9.15 CO-TRUSTEES AND SEPARATE TRUSTEES. At any time or times, for the
purpose of meeting the legal requirements of any applicable jurisdiction, the
Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least 25% in aggregate principal
amount of the Junior Subordinated Debentures then outstanding, the Company shall
for such purpose join with the Trustee in the execution and delivery of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Trustee either to act as co-trustee, jointly with the Trustee,
or to act as separate trustee, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or
Persons, in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section 9.15. If
the Company does not join in such appointment within 15 days after the receipt
by it of a request so to do, or if an Event of Default shall have occurred and
be continuing, the Trustee alone shall have power to make such appointment.

     Should any written instrument or instruments from the Company be required
by any co-trustee or separate trustee so appointed to more fully confirm to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Company.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following conditions:

          (a) the Junior Subordinated Debentures shall be authenticated and
     delivered, and all rights, powers, duties and obligations hereunder in
     respect of the custody of securities, cash and other personal property held
     by, or required to be deposited or pledged with, the Trustee hereunder,
     shall be exercised solely, by the Trustee;

          (b) the rights, powers, duties and obligations hereby conferred or
     imposed upon the Trustee in respect of any property covered by such
     appointment shall be conferred or imposed upon and exercised or performed
     either by the Trustee or by the Trustee and such co-trustee or separate
     trustee jointly, as shall be provided in the



                                       37

<PAGE>   44

     instrument appointing such co-trustee, or separate trustee, except to the
     extent that under any law of any jurisdiction in which any particular act
     is to be performed, the Trustee shall be incompetent or unqualified to
     perform such act, in which event such rights, powers, duties and
     obligations shall be exercised and performed by such co-trustee or separate
     trustee;

          (c) the Trustee at any time, by an instrument in writing executed by
     it, with the concurrence of the Company, may accept the resignation of or
     remove any co-trustee or separate trustee appointed under this Section
     9.15, and, if an Event of Default shall have occurred and be continuing,
     the Trustee shall have power to accept the resignation of, or remove, any
     such co-trustee or separate trustee without the concurrence of the Company.
     Upon the written request of the Trustee, the Company shall join with the
     Trustee in the execution and delivery of all instruments and agreements,
     necessary or proper to effectuate such resignation or removal. A successor
     to any co-trustee or separate trustee so resigned or removed may be
     appointed in the manner provided in this Section;

          (d) no co-trustee or separate trustee hereunder shall be personally
     liable by reason of any act or omission of the Trustee, or any other such
     trustee hereunder; and

          (e) any notice from the Holders of Junior Subordinated Debentures
     delivered to the Trustee shall be deemed to have been delivered to each
     such co-trustee and separate trustee.

                                    ARTICLE X

                         CONCERNING THE SECURITYHOLDERS

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

     If the Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, as evidenced by an Officers' Certificate, fix in advance a
record date for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Junior Subordinated
Debentures have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Junior Subordinated


                                       38

<PAGE>   45

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 six months after the record date.

     10.02 PROOF OF EXECUTION BY SECURITYHOLDERS. Subject to the provisions of
Section 6.01, proof of the execution of any instrument by a Securityholder (such
proof will not require notarization) or his agent or proxy and proof of the
holding by any Person of any of the Junior Subordinated Debentures shall be
sufficient if made in the following manner:

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

          (b) The ownership of Junior Subordinated Debentures shall be proved by
     the Securities Register or by a certificate of the Securities Registrar
     thereof.

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

     10.03 WHO MAY BE DEEMED OWNERS. Prior to the due presentment for
registration of transfer of any Junior Subordinated Debenture, the Company, the
Trustee, any paying agent and any Securities Registrar may deem and treat the
Person in whose name such Junior Subordinated Debenture shall be registered upon
the books of the Company as the absolute owner of such Junior Subordinated
Debenture (whether or not such Junior Subordinated Debenture shall be overdue
and notwithstanding any notice of ownership or writing thereon made by anyone
other than the Securities Registrar) for the purpose of receiving payment of or
on account of the principal of and (subject to Section 2.03) interest on such
Junior Subordinated Debenture and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Securities Registrar shall
be affected by any notice to the contrary.

     10.04 CERTAIN JUNIOR SUBORDINATED DEBENTURES OWNED BY COMPANY DISREGARDED.
In determining whether the Holders of the requisite aggregate principal amount
of Junior Subordinated Debentures have concurred in any direction, consent or
waiver under this Indenture, the Junior Subordinated Debentures that are owned
by the Company or any other obligor on the Junior Subordinated Debentures or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Junior Subordinated
Debentures shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver, only Junior Subordinated Debentures that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. The Junior
Subordinated Debentures so owned that have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right with respect to
such Junior Subordinated Debentures and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any




                                       39


<PAGE>   46
such other obligor. In case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

     10.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 10.01, of the
taking of any action by the Holders of the majority or percentage in aggregate
principal amount of the Junior Subordinated Debentures specified in this
Indenture in connection with such action, any Holder who is shown by the
evidence to have consented to such action may, by filing written notice with the
Trustee, and upon proof of holding as provided in Section 10.02, revoke such
action so far as concerns such Holder's Junior Subordinated Debentures. Except
as aforesaid any such action taken by the Holder shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Holder's Junior
Subordinated Debentures, and of any Junior Subordinated Debentures issued in
exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Junior Subordinated Debentures. Any action taken by the Holders of the majority
or percentage in aggregate principal amount of the Junior Subordinated
Debentures specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the
Junior Subordinated Debentures.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

     11.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS. In
addition to any supplemental indenture otherwise authorized by this Indenture,
the Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

          (a) to cure any ambiguity, defect, or inconsistency herein, or in the
     Junior Subordinated Debentures, provided that any such action does not
     materially adversely affect the interests of the Holders or the holders of
     the Preferred Securities so long as they remain outstanding;

          (b) to comply with Article XII;

          (c) to provide for uncertificated Junior Subordinated Debentures in
     addition to or in place of certificated Junior Subordinated Debentures;

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

          (e) to add to, delete from, or revise the conditions, limitations, and
     restrictions on the authorized amount, terms, or purposes of issue,
     authentication, and delivery of Junior Subordinated Debentures, as herein
     set forth;

          (f) to make any change that does not adversely affect the rights of
     any Securityholder in any material respect; or


                                       40

<PAGE>   47



          (g) to establish the form of any certifications required to be
     furnished pursuant to the terms of this Indenture or to add to the rights
     of the Holders.

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

     Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the Holders of
any of the Junior Subordinated Debentures at the time Outstanding,
notwithstanding any of the provisions of Section 11.02.

     11.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With the
consent (evidenced as provided in Section 10.01) of the Holders of not less than
a majority in aggregate principal amount of the Junior Subordinated Debentures
at the time Outstanding, the Company, when authorized by Board Resolutions, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner not
covered by Section 11.01 the rights of the Holders of the Junior Subordinated
Debentures under this Indenture; provided, however, that no such supplemental
indenture shall without the consent of the Holders of each Junior Subordinated
Debenture then Outstanding, (a) change (except as expressly provided herein
pursuant to Section 2.02) the stated maturity of the Junior Subordinated
Debentures or reduce the principal amount thereof; or reduce the rate or extend
(except as expressly provided herein pursuant to Section 4.01) the time of
payment of interest thereon; or (b) reduce the percentage of principal amount of
Junior Subordinated Debentures, the Holders of which are required to consent to
any such supplemental indenture; provided, further, that if the Junior
Subordinated Debentures are held by the Trust or a trustee of the Trust, such
supplemental indenture shall not be effective until the holders of a majority in
aggregate Liquidation Amount of Preferred Securities shall have consented to
such supplemental indenture; provided further, that if the consent of the Holder
of each Outstanding Junior Subordinated Debenture is required, such supplemental
indenture shall not be effective until each Holder of the Trust Securities shall
have consented to such supplemental indenture.

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

     11.03 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section
12.01, this Indenture shall be and be deemed to be modified and amended in
accordance therewith.

     11.04 JUNIOR SUBORDINATED DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES.
Junior Subordinated Debentures, affected by a


                                       41

<PAGE>   48

supplemental indenture, authenticated and delivered after the execution of such
supplemental indenture pursuant to the provisions of this Article or of Section
12.01, may bear a notation in form approved by the Company, as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Junior Subordinated Debentures so modified as to conform, in the opinion of
the Board of Directors, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Junior Subordinated Debentures then
Outstanding.

     11.05 EXECUTION OF SUPPLEMENTAL INDENTURES. Upon the request of the
Company, accompanied by Board Resolutions authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders required to consent thereto as aforesaid, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such supplemental
indenture. The Trustee, subject to the provisions of Section 9.01, may receive
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.

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

                                   ARTICLE XII

                              SUCCESSOR CORPORATION

     12.01 COMPANY MAY CONSOLIDATE, ETC. The Company shall not consolidate with
or merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless (a) in
case the Company consolidates with or merges into another Person or conveys or
transfers its properties and assets substantially as an entirety to any Person,
the successor Person is organized under the laws of the United States or any
state or the District of Columbia, and such successor Person expressly assumes
the Company's obligations on the Junior Subordinated Debentures issued under
this Indenture; (b) immediately after giving effect thereto, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and (c) such
successor Person expressly assumes the due and punctual performance and
observance of all the covenants and conditions of this Indenture to be kept and
performed by the Company by executing and delivering a supplemental indenture in
form and substance satisfactory to the Trustee.

                                       42
<PAGE>   49


     12.02 SUCCESSOR SUBSTITUTED.

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

          (b) In case of any such consolidation, merger, sale, conveyance,
     transfer or other disposition such changes in phraseology and form (but not
     in substance) may be made in the Junior Subordinated Debentures thereafter
     to be issued as may be appropriate.

     12.03 EVIDENCE OF CONSOLIDATION, ETC., TO TRUSTEE. The Trustee, subject to
the provisions of Section 9.01, may receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
other disposition, and any such assumption, comply with the provisions of this
Article.

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

     13.01 SATISFACTION AND DISCHARGE OF INDENTURE. If at any time: (a) the
Company shall have delivered to the Trustee for cancellation all Junior
Subordinated Debentures theretofore authenticated (other than any Junior
Subordinated Debentures that shall have been destroyed, lost or stolen and that
shall have been replaced or paid as provided in Section 2.08) and Junior
Subordinated Debentures for whose payment money or Governmental Obligations have
theretofore been deposited in trust or segregated and held in trust by the
Company (and thereupon repaid to the Company or discharged from such trust, as
provided in Section 13.05); or (b) all such Junior Subordinated Debentures not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations sufficient or a combination thereof
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all Junior Subordinated
Debentures not theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company; then this
Indenture shall thereupon cease to be of further effect except for the
provisions of Sections 2.02, 2.03, 2.04, 2.05, 4.01, 4.02, 4.03 and 9.10, that
shall survive until the date of maturity or redemption date, as the case may be,
and Sections 9.06 and 13.05, that shall



                                       43

<PAGE>   50

survive to such date and thereafter, and the Trustee, on demand of the Company
and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

     13.02 DISCHARGE OF OBLIGATIONS. If at any time all such Junior Subordinated
Debentures not theretofore delivered to the Trustee for cancellation or that
have not become due and payable as described in Section 13.01 shall have been
paid by the Company by depositing irrevocably with the Trustee, as trust funds,
moneys or an amount of Governmental Obligations sufficient to pay at maturity or
upon redemption all such Junior Subordinated Debentures not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee the
obligations of the Company under this Indenture shall cease to be of further
effect except for the provisions of Sections 2.02, 2.03, 2.04, 2.05, 4.01, 4.02,
4.03, 9.06, 9.10 and 13.05 hereof that shall survive until such Junior
Subordinated Debentures shall mature and be paid. Thereafter, Sections 9.06 and
13.05 shall survive.

     13.03 DEPOSITED MONEYS TO BE HELD IN TRUST. All moneys or Governmental
Obligations deposited with the Trustee pursuant to Sections 13.01 or 13.02 shall
be held in trust and shall be available for payment as due, either directly or
through any paying agent (including the Company acting as its own paying agent),
to the Holders of the Junior Subordinated Debentures for the payment or
redemption of which such moneys or Governmental Obligations have been deposited
with the Trustee.

     13.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS. In connection with the
satisfaction and discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such
paying agent shall be released from all further liability with respect to such
moneys or Governmental Obligations.

     13.05 REPAYMENT TO COMPANY. Any moneys or Governmental Obligations
deposited with any paying agent or the Trustee, or then held by the Company in
trust for payment of principal of or interest on the Junior Subordinated
Debentures that are not applied but remain unclaimed by the Holders of such
Junior Subordinated Debentures for at least two years after the date upon which
the principal of or interest on such Junior Subordinated Debentures shall have
respectively become due and payable, shall be repaid to the Company on the
second annual anniversary of when such payment was originally due or (if then
held by the Company) shall be discharged from such trust; and thereupon the
paying agent and the Trustee shall be released from all further liability with
respect to such moneys or Governmental Obligations, and the Holder of any of the
Junior Subordinated Debentures entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

                                       44
<PAGE>   51


                                   ARTICLE XIV

                           IMMUNITY OF INCORPORATORS,

                      STOCKHOLDERS, OFFICERS AND DIRECTORS

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

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

     15.01 EFFECT ON SUCCESSORS AND ASSIGNS. All the covenants, stipulations,
promises and agreements in this Indenture contained by or on behalf of the
Company or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.

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

     15.03 SURRENDER OF COMPANY POWERS. The Company by instrument in writing
executed by authority of 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 successor corporation.

     15.04 NOTICES. Except as otherwise expressly provided herein any notice or
demand that by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Holders of Junior Subordinated
Debentures to or on the Company may be given or served by being deposited first
class postage prepaid in a post-office letterbox addressed

                                       45

<PAGE>   52

(until another address is filed in writing by the Company with the Trustee), as
follows: c/o Blue Valley Ban Corp., 11935 Riley, Overland Park, Kansas
66225-6128, Attention: Chief Executive Officer. Any notice, election, request or
demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.

     15.05 GOVERNING LAW. This Indenture and each Junior Subordinated Debenture
shall be deemed to be a contract made under the internal laws of the State of
Kansas and for all purposes shall be construed in accordance with the laws of
said state, provided that the immunities and the standard of care of the Trustee
shall be governed by Delaware law.

     15.06 TREATMENT OF JUNIOR SUBORDINATED DEBENTURES AS DEBT. It is intended
that the Junior Subordinated Debentures will be treated as indebtedness and not
as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

     15.07 COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

         15.08 PAYMENTS ON BUSINESS DAYS. In any case where the date of maturity
of interest or principal of the Junior Subordinated Debentures or the date of
redemption of the Junior Subordinated Debentures shall not be a Business Day,
then payment of interest or principal will be made on the next succeeding
Business Day (without any additional interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on the date such
payment was originally payable.

                                       46

<PAGE>   53

     15.09 CONFLICT WITH TRUST INDENTURE ACT. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control.

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

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

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

     15.13 ACKNOWLEDGMENT OF RIGHTS. The Company acknowledges that, with respect
to any Junior Subordinated Debentures held by the Trust or a trustee of the
Trust, if the Property Trustee of the Trust fails to enforce its rights under
this Indenture as the Holder of the Junior Subordinated Debentures held as the
assets of the Trust, any holder of Preferred Securities may institute legal
proceedings directly against the Company to enforce such Property Trustee's
rights under this Indenture without first instituting any legal proceedings
against such Property Trustee or any other Person or entity. Notwithstanding the
foregoing, 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 principal on
the Junior Subordinated Debentures on the date such interest or principal is
otherwise payable (or in the case of redemption, on the redemption date), the
Company acknowledges that a holder of Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Junior Subordinated Debentures having a
principal amount equal to the aggregate Liquidation Amount of the Preferred
Securities of such holder on or after the respective due date specified in the
Junior Subordinated Debentures. This Section 15.13 may not be amended without
the prior written consent of the holders of all of the Preferred Securities.

                                   ARTICLE XVI

                 SUBORDINATION OF JUNIOR SUBORDINATED DEBENTURES

     16.01 AGREEMENT TO SUBORDINATE. The Company covenants and agrees, and each
Holder of Junior Subordinated Debentures issued hereunder by such Holder's
acceptance thereof likewise covenants and agrees, that all Junior Subordinated
Debentures shall be issued subject to the provisions of this Article XVI; and
each Holder, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

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<PAGE>   54

     The payment by the Company of the principal of and interest on all Junior
Subordinated Debentures issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and junior in right of payment to the
prior payment in full of all Senior and Subordinated Debt, whether outstanding
at the date of this Indenture or thereafter incurred.

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

     16.02 DEFAULT ON SENIOR AND SUBORDINATED DEBT. 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 and Subordinated Debt of the
Company or in the event that the maturity of any Senior and Subordinated Debt of
the Company has been accelerated because of a default, then, in either case, no
payment shall be made by the Company with respect to the principal of or
interest on the Junior Subordinated 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 16.02, subject to Section 16.06, such payment shall be
held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior and Subordinated Debt or their respective representatives, or
to the trustee or trustees under any indenture pursuant to which any of such
Senior and Subordinated Debt may have been issued, as their respective interests
may appear, but only to the extent that the holders of the Senior and
Subordinated Debt (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 and Subordinated Debt and only the amounts specified
in such notice to the Trustee shall be paid to the holders of Senior and
Subordinated Debt.

     16.03 LIQUIDATION; DISSOLUTION; BANKRUPTCY. Upon any payment by the Company
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to creditors upon any dissolution or winding-up or
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all amounts due
upon all Senior and Subordinated Debt 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 or
interest on the Junior Subordinated Debentures; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders or the Trustee would be entitled to
receive from the Company, except for the provisions of this Article XVI, shall
be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Holders or by the Trustee under the Indenture if received by them or it,
directly to the holders of Senior and Subordinated Debt of the Company (pro rata
to such holders on the basis of the respective amounts of Senior and
Subordinated Debt 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 and
Subordinated Debt may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior and Subordinated Debt in
full, in money or money's worth, after giving effect to any concurrent payment
or



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<PAGE>   55

distribution to or for the holders of such Senior and Subordinated Debt, before
any payment or distribution is made to the Holders 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 and Subordinated Debt of the Company is paid in full,
or provision is made for such payment in money in accordance with its terms,
subject to Section 16.06, 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 and Subordinated Debt or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior and Subordinated Debt may have been issued, and their
respective interests may appear, as calculated by the Company, for application
to the payment of all Senior and Subordinated Debt of the Company, as the case
may be, remaining unpaid to the extent necessary to pay such Senior and
Subordinated Debt 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 and Subordinated Debt.

     For purposes of this Article XVI, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XVI with respect to
the Junior Subordinated Debentures to the payment of all Senior and Subordinated
Debt of the Company, as the case may be, that may at the time be outstanding,
provided that (a) such Senior and Subordinated Debt is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(b) the rights of the holders of such Senior and Subordinated Debt are not,
without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article XII of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 16.03 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article XII
of this Indenture. Nothing in Section 16.02 or in this Section 16.03 shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 9.06 of
this Indenture.

     16.04 SUBROGATION. Subject to the payment in full of all Senior and
Subordinated Debt of the Company, the rights of the Holders of the Junior
Subordinated Debentures shall be subrogated to the rights of the holders of such
Senior and Subordinated Debt to receive payments or distributions of cash,
property or securities of the Company, as the case may be, applicable to such
Senior and Subordinated Debt until the principal of and interest on the Junior
Subordinated Debentures shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior and
Subordinated Debt of any cash, property or securities to which the Holders of
the Junior Subordinated Debentures or the Trustee would be entitled except for
the provisions of this Article XVI, and no payment over pursuant to the
provisions of this Article XVI to or for the benefit of the holders of such
Senior and Subordinated Debt by Holders of the Junior Subordinated Debentures or
the Trustee, shall, as



                                       49

<PAGE>   56

between the Company, its creditors other than holders of Senior and Subordinated
Debt of the Company, and the Holders of the Junior Subordinated Debentures, be
deemed to be a payment by the Company to or on account of such Senior and
Subordinated Debt. It is understood that the provisions of this Article XVI are
and are intended solely for the purposes of defining the relative rights of the
Holders of the Junior Subordinated Debentures, on the one hand, and the holders
of such Senior and Subordinated Debt on the other hand.

     Nothing contained in this Article XVI or elsewhere in this Indenture or in
the Junior Subordinated Debentures is intended to or shall impair, as between
the Company, its creditors other than the holders of Senior and Subordinated
Debt of the Company, and the Holders of the Junior Subordinated Debentures, the
obligation of the Company, which is absolute and unconditional, to pay to the
Holders of the Junior Subordinated Debentures the principal of and interest on
the Junior Subordinated 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 Junior Subordinated Debentures and
creditors of the Company, other than the holders of Senior and Subordinated Debt
of the Company, nor shall anything herein or therein prevent the Trustee or the
Holder of any Junior Subordinated Debenture from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XVI of the holders of such Senior and
Subordinated Debt in respect of cash, property or securities of the Company, as
the case may be, received upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article XVI, the Trustee, subject to the provisions of Section 9.01, and
the Holders of the Junior Subordinated Debentures shall be entitled to
conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Junior Subordinated Debentures, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior and
Subordinated Debt and other indebtedness of the Company, as the case may be, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XVI.

     16.05 TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of Junior
Subordinated Debentures by such Holder's acceptance thereof authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XVI and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.

     16.06 NOTICE BY THE COMPANY. The Company shall give prompt written notice
to a Responsible Officer of the Trustee of any fact known to the Company that
would prohibit the making of any payment of moneys to or by the Trustee in
respect of the Junior Subordinated Debentures pursuant to the provisions of this
Article XVI. Notwithstanding the provisions of this Article XVI or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
moneys to or by the Trustee in respect of the Junior Subordinated Debentures
pursuant to the


                                       50
<PAGE>   57


provisions of this Article XVI, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
or holders of Senior and Subordinated Debt or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Section 9.01, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section 16.06 at least five Business Days prior
to the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of or
interest on any Junior Subordinated 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 it was
received, and shall not be affected by any notice to the contrary that may be
received by it within five Business Days prior to such date.

     The Trustee, subject to the provisions of Section 9.01, 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 and Subordinated Debt of the
Company (or a trustee on behalf of such holder), to establish that such notice
has been given by a holder of such Senior and Subordinated Debt or a trustee on
behalf of any such holder or holders. In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of such Senior and Subordinated Debt to participate in any
payment or distribution pursuant to this Article XVI, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such Senior and Subordinated Debt held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article XVI, and, if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

     16.07 RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR AND SUBORDINATED DEBT. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XVI in respect of any Senior and Subordinated Debt at any time
held by it, to the same extent as any other holder of Senior and Subordinated
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     With respect to the holders of Senior and Subordinated Debt of the Company,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XVI, and no implied
covenants or obligations with respect to the holders of such Senior and
Subordinated Debt 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 and Subordinated Debt and, subject to the provisions of Section 9.01, the
Trustee shall not be liable to any holder of such Senior and Subordinated Debt
if it shall pay over or deliver to Holders of Junior Subordinated Debentures,
the Company or any other Person money or assets to which any holder of such
Senior and Subordinated Debt shall be entitled by virtue of this Article XVI or
otherwise.

     16.08 SUBORDINATION MAY NOT BE IMPAIRED. No right of any present or future
holder of any Senior and Subordinated Debt of the Company to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to


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<PAGE>   58

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.

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

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                           BLUE VALLEY BAN CORP.



                                           By:
                                               -------------------------------
                                               Robert D. Regnier
                                               Chief Executive Officer

Attest:

-----------------------------
-----------------------------
Secretary

                                            WILMINGTON TRUST COMPANY, as Trustee



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


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