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                          CASCADE FINANCIAL CORPORATION


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                                    INDENTURE

                            Dated as of March 1, 2000

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                            WILMINGTON TRUST COMPANY,

                              as Debenture Trustee


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               JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES


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<PAGE>



                                                 TABLE OF CONTENTS

                                                                           Page

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01  Definitions....................................................5
SECTION 1.02  Business Day Certificate......................................15

                                   ARTICLE II
                                   SECURITIES

SECTION 2.01  Forms Generally...............................................15
SECTION 2.02  Execution and Authentication..................................15
SECTION 2.03  Form and Payment..............................................15
SECTION 2.04  Legends.......................................................16
SECTION 2.05  Global Security...............................................16
SECTION 2.06  Interest......................................................17
SECTION 2.07  Transfer and Exchange.........................................18
SECTION 2.08  Replacement Securities........................................20
SECTION 2.09  Temporary Securities..........................................20
SECTION 2.10  Cancellation..................................................21
SECTION 2.11  Defaulted Interest............................................21
SECTION 2.12  CUSIP Numbers.................................................22

                                   ARTICLE III
                     PARTICULAR COVENANTS OF THE CORPORATION

SECTION 3.01  Payment of Principal and Interest.............................22
SECTION 3.02  Offices for Notices and Payments, etc.........................22
SECTION 3.03  Appointments to Fill Vacancies in Debenture Trustee's Office..23
SECTION 3.04  Provision as to Paying Agent..................................23
SECTION 3.05  Certificate to Debenture Trustee..............................23
SECTION 3.06  Compliance with Consolidation Provisions......................24
SECTION 3.07  Limitation on Dividends.......................................24
SECTION 3.08  Covenants as to Cascade Capital Trust I.......................24
SECTION 3.09  Payment of Expenses...........................................25
SECTION 3.10  Payment Upon Resignation or Removal...........................26

                                   ARTICLE IV
                   LIST OF SECURITYHOLDERS AND REPORTS BY THE
                      CORPORATION AND THE DEBENTURE TRUSTEE

SECTION 4.01  List of Securityholders.......................................26
SECTION 4.02  Preservation and Disclosure of Lists..........................26
SECTION 4.03  Reports by the Corporation....................................27
SECTION 4.04  Reports by the Debenture Trustee..............................28


                                       -i-

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

SECTION 5.01  Events of Default.............................................29
SECTION 5.02  Payment of Securities on Default; Suit Therefor...............30
SECTION 5.03  Application of Moneys Collected by Debenture Trustee..........32
SECTION 5.04  Proceedings by Securityholders................................32
SECTION 5.05  Proceedings by Debenture Trustee..............................33
SECTION 5.06  Remedies Cumulative and Continuing............................33
SECTION 5.07  Direction of Proceedings and Waiver of Defaults by Majority of
                        Securityholders.....................................34
SECTION 5.08  Notice of Defaults............................................34
SECTION 5.09  Undertaking to Pay Costs......................................35

                                   ARTICLE VI
                        CONCERNING THE DEBENTURE TRUSTEE

SECTION 6.01  Duties and Responsibilities of Debenture Trustee..............35
SECTION 6.02  Reliance on Documents, Opinions, etc..........................37
SECTION 6.03  No Responsibility for Recitals, etc...........................38
SECTION 6.04   Debenture Trustee, Authenticating Agent, Paying Agents,
                     Transfer Agents and Registrar May Own Securities.......38
SECTION 6.05  Moneys to be Held in Trust....................................38
SECTION 6.06  Compensation and Expenses of Debenture Trustee................39
SECTION 6.07  Officers' Certificate as Evidence.............................39
SECTION 6.08  Conflicting Interest of Debenture Trustee.....................40
SECTION 6.09  Eligibility of Debenture Trustee..............................40
SECTION 6.10  Resignation or Removal of Debenture Trustee...................40
SECTION 6.11  Acceptance by Successor Debenture Trustee.....................41
SECTION 6.12  Succession by Merger, etc.....................................42
SECTION 6.13  Limitation on Rights of Debenture Trustee as a Creditor.......42
SECTION 6.14  Authenticating Agents.........................................43

                   ARTICLE VII CONCERNING THE SECURITYHOLDERS

SECTION 7.01  Action by Securityholders.....................................44
SECTION 7.02  Proof of Execution by Securityholders.........................44
SECTION 7.03  Who Are Deemed Absolute Owners................................44
SECTION 7.04  Securities Owned by Corporation Deemed Not Outstanding........45
SECTION 7.05  Revocation of Consents; Future Holders Bound..................45

                                  ARTICLE VIII
                           MEETINGS OF SECURITYHOLDERS

SECTION 8.01  Purposes of Meetings..........................................46
SECTION 8.02  Call of Meetings by Debenture Trustee.........................46
SECTION 8.03  Call of Meetings by Corporation or Securityholders............46

                                      -ii-

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SECTION 8.04  Qualifications for Voting.....................................46
SECTION 8.05  Regulations...................................................47
SECTION 8.06  Voting........................................................47

                                                    ARTICLE IX
                                                    AMENDMENTS

SECTION 9.01  Without Consent of Securityholders............................48
SECTION 9.02  With Consent of Securityholders...............................49
SECTION 9.03  Compliance with Trust Indenture Act;
                    Effect of Supplemental Indentures.......................50
SECTION 9.04  Notation on Securities........................................50
SECTION 9.05  Evidence of Compliance of Supplemental
                    Indenture to be Furnished to Debenture Trustee..........50

                                    ARTICLE X
           CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE

SECTION 10.01  Corporation May Consolidate, etc., on Certain Terms..........50
SECTION 10.02  Successor Person to be Substituted for Corporation...........51
SECTION 10.03  Opinion of Counsel to be Given Debenture Trustee.............52

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01  Discharge of Indenture.......................................52
SECTION 11.02  Deposited Moneys and U.S. Government Obligations
                    to be Held in Trust by Debenture Trustee................52
SECTION 11.03  Paying Agent to Repay Moneys Held............................53
SECTION 11.04  Return of Unclaimed Moneys...................................53
SECTION 11.05  Defeasance Upon Deposit of Moneys or
                    U.S. Government Obligations.............................53

                                   ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 12.01  Indenture and Securities Solely Corporate Obligations........54

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

SECTION 13.01  Successors...................................................55
SECTION 13.02  Official Acts by Successor Corporation.......................55
SECTION 13.03  Surrender of Corporation Powers..............................55
SECTION 13.04  Addresses for Notices, etc...................................55
SECTION 13.05  Governing Law................................................56
SECTION 13.06  Evidence of Compliance with Conditions Precedent.............56
SECTION 13.07  Business Days................................................56
SECTION 13.08  Trust Indenture Act to Control...............................57

                                      -iii-

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SECTION 13.09  Table of Contents, Headings, etc.............................57
SECTION 13.10  Execution in Counterparts....................................57
SECTION 13.11  Separability.................................................57
SECTION 13.12  Assignment...................................................57
SECTION 13.13  Acknowledgment of Rights.....................................57
SECTION 13.14  Benefit of Indenture.........................................58

                                   ARTICLE XIV
                            PREPAYMENT OF SECURITIES

SECTION 14.01  Special Event Prepayment.....................................58
SECTION 14.02  Optional Prepayment by Corporation...........................58
SECTION 14.03  No Sinking Fund..............................................59
SECTION 14.04  Notice of Prepayment; Selection of Securities................60
SECTION 14.05  Payment of Securities Called for Prepayment..................60

                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

SECTION 15.01  Agreement to Subordinate.....................................61
SECTION 15.02  Default on Senior Indebtedness...............................61
SECTION 15.03  Liquidation; Dissolution; Bankruptcy.........................62
SECTION 15.04  Subrogation..................................................63
SECTION 15.05  Debenture Trustee to Effectuate Subordination................64
SECTION 15.06  Notice by the Corporation....................................64
SECTION 15.07  Rights of the Debenture Trustee;
                    Holders of Senior Indebtedness..........................65
SECTION 15.08  Subordination May Not Be Impaired............................65

                                   ARTICLE XVI
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 16.01  Extension of Interest Payment Period.........................66
SECTION 16.02  Notice of Extension..........................................66

TESTIMONIUM

SIGNATURES

EXHIBIT A

                                      -iv-

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         Tie Sheet of provisions of Trust  Indenture Act of 1939 with  Indenture
dated as of March 1, 2000 between Cascade  Financial  Corporation and Wilmington
Trust Company, as Debenture Trustee:

ACT SECTION                                             INDENTURE SECTION

310(a)(1)        ....................................       6.09
      (a)(2)     ........................       6.09, 6.10, 6.11
310(a)(3)        .....................................       N/A
      (a)(4)     .....................................       N/A
310(a)(5)        ...............................6.09, 6.10, 6.11
310(b)           ....................................       6.08
310(c)           .....................................       N/A
311(a)           .....................................      6.13
311(b)           .....................................      6.13
311(c)           .....................................       N/A
312(a)           ............................4.01(a) and 4.02(a)
312(b)           .....................................   4.02(b)
312(c)           .....................................   4.02(c)
313(a)           ......................................  4.04(a)
313(b)(1)        ......................................  4.04(a)
313(b)(2)        ......................................  4.04(a)
313(c)           .....................................   4.04(a)
313(d)           .....................................   4.04(b)
314(a)           .....................................3.05, 4.03
314(b)           .....................................       N/A
314(c)(1)        .................................6.07 and 13.06
314(c)(2)        ................................ 6.07 and 13.06
314(c)(3)        .....................................       N/A
314(d)           .....................................       N/A
314(e)           ....................................6.07, 13.06
314(f)           .....................................       N/A
315(a)(c) and (d)....................................       6.01
315(b)           ....................................       5.08
315(e)           ....................................       5.09
316(a)(1)        ....................................       5.07
316(a)(2)        .....................................       N/A
316(a) last sentence.................................       9.02
316(b)           ...........................       5.07 and 9.02
316(c)           ..................................7.01 and 9.02
317(a)           ....................................       5.05
317(b)           ....................................       6.05
318              .....................................     13.08
----------------

THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.





<PAGE>



         THIS INDENTURE,  dated as of March 1, 2000,  between Cascade  Financial
Corporation, a Delaware corporation (hereinafter called the "Corporation"),  and
Wilmington Trust Company, a Delaware banking  corporation,  as debenture trustee
(hereinafter sometimes called the "Debenture Trustee").

                              W I T N E S S E T H :

         In  consideration  of the premises,  and the purchase of the Securities
(as defined below) by the holders thereof, the Corporation  covenants and agrees
with the  Debenture  Trustee  for the equal  and  proportionate  benefit  of the
respective  holders from time to time of the Securities (as defined  below),  as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.01  Definitions.

         The terms  defined in this  Section  1.01  (except as herein  otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this  Indenture  shall have the  respective  meanings  specified in this Section
1.01.  All other  terms used in this  Indenture  which are  defined in the Trust
Indenture Act of 1939, as amended (the "Trust  Indenture  Act"), or which are by
reference  therein  defined  in the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  shall  (except as herein  otherwise  expressly  provided or
unless the context otherwise  requires) have the meanings assigned to such terms
in said Trust  Indenture Act and in said  Securities Act as in force at the date
of this Indenture as originally executed.  The following terms have the meanings
given to them in the Declaration (as defined below):  (i) Clearing Agency;  (ii)
Delaware Trustee;  (iii) Property Trustee;  (iv)  Administrative  Trustees;  (v)
Series A Capital  Securities;  (vi) Series B Capital  Securities;  (vii)  Direct
Action;  (viii)  Series A Capital  Securities  Guarantee;  (ix) Series B Capital
Securities  Guarantee;  (x)  Distributions;  and (xi)  Initial  Purchasers.  All
accounting  terms used herein and not expressly  defined shall have the meanings
assigned  to  such  terms  in  accordance  with  generally  accepted  accounting
principles,  and the term "generally accepted accounting  principles" means such
accounting  principles as are generally accepted at the time of any computation.
The words  "herein,"  "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other  subdivision.  Headings are used for  convenience of reference only and do
not affect interpretation. The singular includes the plural and vice versa.

         "Additional Sums" shall have the meaning set forth in Section 2.06(c).

         "Adjusted  Treasury Rate" means,  with respect to any  prepayment  date
pursuant to Section 14.01 as determined  by the  Quotation  Agent,  the rate per
annum equal to (i) the yield, under the heading which represents the average for
the immediately prior week, appearing in the most recently published statistical
release designated "H.15 (519)" or any successor  publication which is published
weekly by the Federal  Reserve and which  establishes  yields on actively traded
United  States  Treasury  securities  adjusted  to constant  maturity  under the
caption "Treasury  Constant  Maturities," for the maturity  corresponding to the
Remaining  Life (if no maturity is within  three  months  before or three months
after the  maturity  corresponding  to the  Remaining  Life,  yields for the two
published  maturities most closely  corresponding to the Remaining Life shall be
determined, and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding

                                       -1-

<PAGE>



to the nearest month) or (ii) if such release (or any successor  release) is not
published  during the week  preceding the  calculation  date or does not contain
such yields,  the rate per annum equal to the  semi-annual  equivalent  yield to
maturity of the  Comparable  Treasury  Issue,  calculated  using a price for the
Comparable  Treasury Issue  (expressed as a percentage of its principal  amount)
equal to the Comparable  Treasury Price for such  prepayment  date, in each case
calculated on the third  Business Day preceding the prepayment  date,  plus: 414
basis points.

         "Affiliate" shall have the meaning given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

         "Allocable Amounts," when used with respect to any Senior Indebtedness,
means all  amounts  due or to become due on such Senior  Indebtedness  less,  if
applicable,  any amount  which  would have been paid to,  and  retained  by, the
holders  of such  Senior  Indebtedness  (whether  as a result of the  receipt of
payments by the holders of such Senior  Indebtedness from the Corporation or any
other  obligor  thereon or from any holders of, or trustee in respect of,  other
indebtedness  that is subordinate  and junior in right of payment to such Senior
Indebtedness pursuant to any provision of such indebtedness for the payment over
of  amounts  received  on account of such  indebtedness  to the  holders of such
Senior Indebtedness or otherwise) but for the fact that such Senior Indebtedness
is  subordinate  or junior in right of payment to (or  subject to a  requirement
that amounts  received on such Senior  Indebtedness be paid over to obligees on)
trade accounts payable or accrued  liabilities arising in the ordinary course of
business.

         "Authenticating  Agent" shall mean any agent or agents of the Debenture
Trustee  which at the time shall be  appointed  and acting  pursuant  to Section
6.14.

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

         "Board of  Directors"  shall mean either the Board of  Directors of the
Corporation or any duly authorized committee of that board.

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

         "Book-Entry  Capital  Securities"  shall have the  meaning set forth in
Section 2.05(a)(i).

         "Business  Day" shall mean,  with respect to any series of  Securities,
any day other than a Saturday,  a Sunday or a day on which banking  institutions
in  Wilmington,  Delaware,  Everett,  Washington  and New  York,  New  York  are
authorized or required by law or executive order to remain closed.

         "Capital  Securities" shall mean undivided  beneficial interests in the
assets of the Trust which are designated as "Capital  Securities"  and rank pari
passu with the Common Securities issued by the Trust; provided, however, that if
an Event of Default has  occurred and is  continuing,  no payments in respect of
distributions  on, or payments upon  liquidation,  redemption or otherwise  with
respect to, the Common Securities shall be made until the holders of the Capital
Securities  shall  be paid  in  full  the  distributions  and  the  liquidation,
redemption and other payments to which they are

                                       -2-

<PAGE>



entitled.  References to "Capital  Securities"'  shall include  collectively any
Series A Capital Securities and Series B Capital Securities.

         "Capital Securities  Guarantee" shall mean any guarantee agreement that
the Corporation  may enter into with  Wilmington  Trust Company or other Persons
that  operates  directly  or  indirectly  for the  benefit of holders of Capital
Securities and shall include the Series A Capital  Securities  Guarantee and the
Series B Capital  Securities  Guarantee  with  respect  to the  Series A Capital
Securities and the Series B Capital Securities, respectively.

         "Commission" shall mean 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" shall mean undivided  beneficial  interests in the
assets of the Trust which are  designated as "Common  Securities"  and rank pari
passu with Capital Securities issued by the Trust; provided, however, that if an
Event of Default  has  occurred  and is  continuing,  no  payments in respect of
distributions  on, or payments upon  liquidation,  redemption or otherwise  with
respect to, the Common Securities shall be made until the holders of the Capital
Securities  shall  be paid  in  full  the  distributions  and  the  liquidation,
redemption and other payments to which they are then entitled.

         "Common  Securities  Guarantee"  shall  mean  any  guarantee  that  the
Corporation may enter into that operates  directly or indirectly for the benefit
of holders of Common Securities.

         "Common Stock" shall mean the Common Stock,  no par value per share, of
the  Corporation  or  any  other  class  of  stock  resulting  from  changes  or
reclassifications  of such  Common  Stock  consisting  solely of  changes in par
value, or from par value to no par value, or from no par value to par value.

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

         "Comparable  Treasury Price" shall mean, with respect to any prepayment
date  pursuant to Section  14.01,  (i) the average of three  Reference  Treasury
Dealer  Quotations for such  prepayment  date,  after  excluding the highest and
lowest  Reference  Treasury  Dealer  Quotations,  or (ii) if the Quotation Agent
obtains fewer than five such Reference Treasury Dealer  Quotations,  the average
of all such Reference Treasury Dealer Quotations.

         "Compounded  Interest"  shall  have the  meaning  set forth in  Section
16.01.


                                       -3-

<PAGE>



         "Corporation"  shall mean the person identified as "corporation" in the
preamble to this  Indenture  and,  subject to the provisions of Article X, shall
also include its successors and assigns.

         "Corporation  Request"  or  "Corporation  Order"  shall  mean a written
request  or  order  signed  in the name of the  Corporation  by an  Officer  and
delivered to the Debenture Trustee.

         "Coupon Rate" shall have the meaning set forth in Section 2.06.

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

         "Debenture  Trustee"  shall mean the Person  identified  as  "Debenture
Trustee" in the preamble to this  Indenture  and,  subject to the  provisions of
Article VI hereof, shall also include its successors and assigns.

         "Declaration" shall mean the Amended and Restated Declaration of Trust,
dated as of March 1, 2000, by and among the Trustees (as defined  therein),  the
Corporation,  as  sponsor,  and the  holders  from  time  to  time of  undivided
beneficial interest in the assets of the Trust, as amended from time to time.

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

         "Defaulted Interest" shall have the meaning set forth in Section 2.11.

         "Deferred Interest" shall have the meaning set forth in Section 16.01.

         "Definitive  Securities"  shall mean those  Securities  issued in fully
registered certificated form not otherwise in global form.

         "Depositary"  shall mean,  with respect to the Securities for which the
Corporation  shall  determine  that such  Securities  will be issued as a Global
Security,  The Depository Trust Company, New York, New York, or another clearing
agency, or any successor registered as a clearing agency pursuant to Section 17A
of the Exchange Act or other  applicable  statute or regulation,  which, in each
case, shall be designated by the Corporation pursuant to Section 2.05(d).

         "Dissolution  Event" shall mean any event  resulting in the dissolution
of the Trust pursuant to the Declaration, and the distribution of the Securities
held by the Property  Trustee to the holders of the Trust  Securities  issued by
the Trust pro rata in accordance with the Declaration.

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

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "Exchange  Offer" shall mean the offer that may be made pursuant to the
Registration  Rights  Agreement (i) by the  Corporation to exchange the Exchange
Securities for the Initial Securities and

                                       -4-

<PAGE>



to execute the Series B Capital Securities  Guarantee in respect of the Series B
Capital  Securities  and (ii) by the  Trust to  exchange  the  Series B  Capital
Securities for the Series A Capital Securities.

         "Exchange  Securities"  shall  mean  the  Corporation's  11.00%  Junior
Subordinated  Deferrable  Interest  Debentures  due March 1, 2030,  Series B, as
authenticated and issued under this Indenture.

         "Extended  Interest Payment Period" shall have the meaning set forth in
Section 16.01.

         "Federal  Reserve"  shall mean the Board of  Governors  of the  Federal
Reserve System.

         "Global  Security"  shall  mean,  with  respect  to the  Securities,  a
Security  executed by the Corporation and delivered by the Debenture  Trustee to
the  Depositary  or  pursuant  to  the  Depositary's   instruction,   or  if  no
instructions are received then held by the Property  Trustee,  all in accordance
with this  Indenture,  which  Security  shall be  registered  in the name of the
Depositary or its nominee.

         "Indebtedness"  shall mean,  whether recourse as to all or a portion of
the  assets  of the  Corporation  and  whether  or  not  contingent,  (i)  every
obligation of the Corporation for money borrowed;  (ii) every  obligation of the
Corporation evidenced by bonds, debentures,  notes or other similar instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or businesses;  (iii) every  reimbursement  obligation of the Corporation
with respect to letters of credit,  bankers'  acceptances or similar  facilities
issued  for  the  account  of the  Corporation;  (iv)  every  obligation  of the
Corporation  issued,  assumed as the  deferred  purchase  price of  property  or
services (but excluding trade accounts payable or accrued liabilities arising in
the ordinary  course of business);  (v) every  capital  lease  obligation of the
Corporation;  (vi) all indebtedness of the  Corporation,  whether incurred on or
prior to the date of this Indenture or hereafter incurred, for claims in respect
of derivative  products,  including  interest  rate,  foreign  exchange rate and
commodity forward  contracts,  options and swaps and similar  arrangements;  and
(vii) every  obligation  of the type  referred to in clauses (i) through (vi) of
another  Person and all  dividends  of another  Person the payment of which,  in
either case,  the  Corporation  has  guaranteed or is  responsible or liable for
directly or indirectly, as obligor or otherwise.

         "Indebtedness  Ranking on a Parity with the Securities"  shall mean (i)
Indebtedness,  whether outstanding on the date of execution of this Indenture or
hereafter created,  assumed or incurred,  to the extent such Indebtedness by its
terms  ranks pari passu  with and not prior or senior to the  Securities  in the
right of payment upon the happening of the dissolution,  winding-up, liquidation
or  reorganization  of the Corporation and (ii) all other debt  securities,  and
guarantees in respect of those debt  securities,  issued to any trust other than
the Trust,  or a trustee of such trust,  partnership or other entity  affiliated
with  the  Corporation,  that  is a  financing  vehicle  of the  Corporation  (a
"financing  entity") in connection with the issuance by such financing entity of
equity securities or other securities  guaranteed by the Corporation pursuant to
an  instrument  that  ranks pari passu with or junior in right of payment to the
Capital  Securities  Guarantee.  The  securing  of  any  Indebtedness  otherwise
constituting  Indebtedness  Ranking on a Parity with the Securities shall not be
deemed to prevent such Indebtedness from constituting  Indebtedness Ranking on a
Parity with the  Securities  with respect to any assets of the  Corporation  not
securing such Indebtedness.

         "Indebtedness   Ranking  Junior  to  the  Securities"  shall  mean  any
Indebtedness,  whether outstanding on the date of execution of this Indenture or
hereafter created,  assumed or incurred,  to the extent such Indebtedness by its
terms ranks junior to and not pari passu with or prior to the

                                      -5-

<PAGE>



Securities  in right  of  payment  upon  the  happening  of the  dissolution  or
winding-up or liquidation or reorganization of the Corporation.  The securing of
any  Indebtedness  otherwise  constituting  Indebtedness  Ranking  Junior to the
Securities shall not be deemed to prevent such  Indebtedness  from  constituting
Indebtedness  Ranking Junior to the Securities with respect to any assets of the
Corporation not securing such Indebtedness.

         "Indenture"  shall mean this  instrument as originally  executed or, if
amended as herein provided, as so amended.

         "Initial Optional Redemption Date" shall mean March 1, 2010.

         "Initial   Securities"  shall  mean  the  Corporation's  11.00%  Junior
Subordinated  Deferrable  Interest  Debentures  due March 1, 2030,  Series A, as
authenticated and issued under this Indenture.

         "Interest  Payment  Date"  shall have the  meaning set forth in Section
2.06(a).

         "Investment Company" shall mean an investment company as defined in the
Investment Company Act.

         "Investment Company Act" shall mean the Investment Company Act of 1940,
as amended from time to time, or any successor legislation.

         "Investment  Company  Event" shall mean the receipt by the  Corporation
and the Trust of an opinion of  independent  securities  counsel  experienced in
such matters to the effect that as a result of (a) any  amendment  to, or change
(including  any announced  prospective  change) in, the laws or any  regulations
thereunder  of the United  States or any rules,  guidelines  or  policies of any
applicable  regulatory  authority  for  the  Corporation  or  (b)  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 original issuance
of the Initial  Securities,  the Trust is, or within 90 days of the date of such
opinion  will be,  considered  an  investment  company  that is  required  to be
registered under the Investment Company Act.

         "Like Amount" shall mean Securities  having a principal amount equal to
the liquidation  amount of the Trust Securities of the holder to whom Securities
are distributed pursuant to Section 2.05.

         "Liquidated   Damages"   shall  have  the  meaning  set  forth  in  the
Registration Rights Agreement and the Liquidated Damages Agreement.

         "Liquidated  Damages  Agreement"  shall  mean  the  Liquidated  Damages
Agreement,  dated as of February 25,  2000,  by and among the  Corporation,  the
Trust  and the  Initial  Purchasers  named  therein,  as such  agreement  may be
amended, modified or supplemented from time to time.

         "Maturity Date" shall mean March 1, 2030.

         "Non Book-Entry Capital Securities" shall have the meaning set forth in
Section 2.05(a)(ii).


                                      -6-

<PAGE>



         "Officers" shall mean any of the Chairman, the Chief Executive Officer,
the President,  an Executive or Senior Vice  President,  a Vice  President,  the
Chief  Financial  Officer,  the  Secretary  or an  Assistant  Secretary  of  the
Corporation.

         "Officers' Certificate" shall mean a certificate signed by two Officers
and delivered to the Debenture Trustee.

         "Opinion of Counsel" shall mean a written  opinion of counsel,  who may
be an employee of the Corporation, and who shall be reasonably acceptable to the
Debenture Trustee.

         "Optional Prepayment Price" shall have the meaning set forth in Section
14.02(a).

         "Other Debentures" shall mean all junior subordinated  debentures other
than the  Securities  issued  by the  Corporation  from time to time and sold to
trusts other than the Trust to be  established by the  Corporation  (if any), in
each case similar to the Trust.

         "Other  Guarantees"  shall mean all  guarantees  other than the Capital
Securities   Guarantee  and  the  Common  Securities  Guarantee  issued  by  the
Corporation  with respect to preferred  beneficial  interests (if any) issued to
trusts other than the Trust to be  established by the  Corporation  (if any), in
each case similar to the Trust.

         "Outstanding"  when used with reference to the Securities,  shall mean,
subject to the  provisions  of Section  7.04,  as of any  particular  time,  all
Securities   authenticated  and  delivered  by  the  Debenture  Trustee  or  the
Authenticating Agent under this Indenture, except

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

         (b)      Securities, or portions thereof, for the payment or prepayment
                  of which  moneys  in the  necessary  amount  shall  have  been
                  deposited  in trust  with the  Debenture  Trustee  or with any
                  paying agent (other than the  Corporation)  or shall have been
                  set aside and segregated in trust by the  Corporation  (if the
                  Corporation shall act as its own paying agent); provided that,
                  if such  Securities,  or portions  thereof,  are to be prepaid
                  prior to maturity  thereof,  notice of such  prepayment  shall
                  have  been  given as set  forth in  Article  XIV or  provision
                  satisfactory to the Debenture Trustee shall have been made for
                  giving such notice;

         (c)      Securities  in  lieu of or in  substitution  for  which  other
                  Securities  shall  have  been   authenticated   and  delivered
                  pursuant   to  the  terms  of  Section   2.08   unless   proof
                  satisfactory to the  Corporation and the Debenture  Trustee is
                  presented  that any  such  Securities  are  held by bona  fide
                  holders in due course and;

         (d)      Securities held by the Corporation, the Trust or any Affiliate
                  thereof.



                                      -7-

<PAGE>



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

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

         "Prepayment  Price" shall mean the Special  Event  Prepayment  Price or
Optional Prepayment Price, as the context requires.

         "Principal  Office of the  Debenture  Trustee," or other  similar term,
shall mean the office of the Debenture Trustee,  at which at any particular time
its corporate trust business shall be administered.

         "Purchase Agreement" shall mean the Purchase Agreement,  dated February
25, 2000,  by and among the  Corporation,  the Trust and the Initial  Purchasers
named therein.

         "Quotation Agent" shall mean the Reference Treasury Dealer appointed by
the Corporation.

         "Reference  Treasury  Dealer" shall mean a nationally  recognized  U.S.
Government securities dealer in New York, New York selected by the Corporation.

         "Reference Treasury Dealer Quotations" shall mean, with respect to each
Reference Treasury Dealer and any prepayment date pursuant to Section 14.01, the
average,  as determined by the Quotation  Agent, of the bid and asked prices for
the  Comparable  Treasury  Issue  (expressed in each case as a percentage of its
principal  amount)  quoted in writing to the Quotation  Agent by such  Reference
Treasury  Dealer at 5:00 p.m.,  New York City time,  on the third  Business  Day
preceding such prepayment date.

         "Registration  Rights  Agreement"  shall mean the  Registration  Rights
Agreement,  dated as of February 25,  2000,  by and among the  Corporation,  the
Trust  and the  Initial  Purchasers  named  therein,  as such  agreement  may be
amended, modified or supplemented from time to time.

         "Regulatory  Capital  Event" shall mean the receipt by the  Corporation
and the Trust of an opinion of independent bank regulatory  counsel  experienced
in such  matters  to the  effect  that as a result of (a) any  amendment  to, or
change  (including  any  announced  prospective  change)  in,  the  laws (or any
regulations  thereunder)  of the  United  States  or any  rules,  guidelines  or
policies of an applicable  regulatory  authority for the  Corporation or (b) 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 original
issuance of the Initial Securities, the Capital Securities do not constitute, or
within 90 days of the date of such opinion will not  constitute,  Tier 1 Capital
(or its  then  equivalent  if the  Corporation  were  subject  to  such  capital
requirement);  applied as if the  Corporation  (or its  successors)  were a bank
holding  company for  purposes  of capital  adequacy  guidelines  of the Federal
Reserve Board (or any successor regulatory authority with jurisdiction over bank
holding companies), or any capital

                                      -8-

<PAGE>



adequacy  guidelines  as then  in  effect  and  applicable  to the  Corporation;
provided,  however,  that the  distribution of the Securities in connection with
the  liquidation  of the  Trust by the  Corporation  shall  not in and of itself
constitute a Regulatory Capital Event.

         "Remaining  Life"  shall  mean  the  term of the  Securities  from  any
prepayment date pursuant to Section 14.01 to the Maturity Date.

         "Responsible Officer" shall mean any officer of the Debenture Trustee's
Corporate Trust  Administration  department with direct  responsibility  for the
administration  of the  Indenture  and also means,  with respect to a particular
corporate trust matter,  any other officer of the Debenture Trustee to whom such
matter is referred  because of such officer's  knowledge of and familiarity with
the particular subject.

         "Restricted  Security"  shall mean Securities that bear or are required
to bear the legends relating to transfer  restrictions  under the Securities Act
set forth in Exhibit A hereto.

         "Rule 144A" shall mean Rule 144A under the Securities Act, as such Rule
may be amended from time to time,  or any similar rule or  regulation  hereafter
adopted by the Commission.

         "Securities" shall mean,  collectively,  the Initial Securities and the
Exchange Securities.

         "Securityholder," "holder of Securities," or other similar terms, shall
mean any Person in whose name at the time a particular Security is registered in
the Security  Register kept by the Corporation or the Debenture Trustee for that
purpose in accordance with the terms of this Indenture.

         "Security  Register" shall mean (i) prior to a Dissolution  Event,  the
list of holders provided to the Debenture  Trustee pursuant to Section 4.01, and
(ii)  following a  Dissolution  Event,  any security  register  maintained  by a
security registrar for the Securities appointed by the Corporation following the
execution of a  supplemental  indenture  providing  for transfer  procedures  as
provided for in Section 2.07(a).

         "Senior Indebtedness" shall mean 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 Corporation whether
or not such claim for post petition interest is allowed in such proceedings), on
all  Indebtedness,  whether  outstanding  on  the  date  of  execution  of  this
Indenture,  or  hereafter  created,  assumed or  incurred,  except  Indebtedness
Ranking on a Parity with the  Securities or  Indebtedness  Ranking Junior to the
Securities,   and  any   deferrals,   renewals  or  extensions  of  such  Senior
Indebtedness.

         "Special  Event" shall mean an Investment  Company  Event, a Regulatory
Capital Event or a Tax Event, as the context requires.

         "Special  Event  Prepayment  Price"  shall  mean,  with  respect to any
prepayment of the Securities  following a Special Event, an amount in cash equal
to the  greater  of (i) 100% of the  principal  amount of the  Securities  to be
prepaid or (ii) the sum,  as  determined  by a Quotation  Agent,  of the present
values of the  remaining  scheduled  payments of principal  and interest on such
Securities, discounted to the prepayment date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted  Treasury Rate,
plus, in the case of each of (i)

                                      -9-

<PAGE>



or (ii), any accrued and unpaid interest thereon (including  Compounded Interest
and Additional Sums, if any) to the date of such prepayment.

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

         "Tax Event" shall mean the receipt by the Trust and the  Corporation of
an opinion of independent tax counsel  experienced in such matters to the effect
that,  as a result  of any  amendment  to, or change  (including  any  announced
prospective  change) in, the laws or any  regulations  thereunder  of the United
States or any political  subdivision or taxing authority thereof or therein,  or
as a result of any official  administrative  pronouncement 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  original  issuance  of  the  Initial  Securities,  there  is  more  than  an
insubstantial  risk that (i) the Trust is, or will be within 90 days of the date
of such  opinion,  subject to United States  federal  income tax with respect to
income received or accrued on the Securities,  (ii) the interest  payable by the
Corporation  on the  Securities  is not,  or  within 90 days of the date of such
opinion will not be,  deductible by the  Corporation,  in whole or in part,  for
United  States  federal  income tax  purposes  or (iii) the Trust is, or will be
within 90 days of the date of such  opinion,  subject  to more than a de minimis
amount of other taxes, duties or other governmental charges.

         "Trust" shall mean Cascade  Capital Trust I, a Delaware  business trust
created  for the  purpose of  issuing  its  undivided  beneficial  interests  in
connection with the issuance of Securities under this Indenture.

         "Trust Securities" shall mean, collectively, the Capital Securities and
the Common Securities.

         "U.S. Government Obligations" shall mean securities that are (i) direct
obligations  of the United  States of America  for the payment of which its full
faith and  credit is  pledged  or (ii)  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,  which, in either case under
clauses (i) or (ii),  are not callable or prepayable at the option of the issuer
thereof,  and shall also include a depository  receipt issued by a bank or trust
company as custodian  with respect to any such U.S.  Government  Obligation or a
specific  payment  of  interest  on or  principal  of any such  U.S.  Government
Obligation  held by such custodian for the account of the holder of a depository
receipt,  provided  that  (except  as  required  by law) such  custodian  is not
authorized  to make any  deduction  with  respect to the  amount  payable to the
holder of such depository receipt from any amount received by the custodian

                                      -10-

<PAGE>



                           in respect of the U.S.  Government  Obligation or the
                           specific  payment of interest on or  principal of the
                           U.S.   Government   Obligation   evidenced   by  such
                           depository receipt.

         SECTION 1.02  Business Day Certificate.

         On the date of execution and delivery of this  Indenture  (with respect
to the  remainder of calendar  year 2000) and within 15 days prior to the end of
each  calendar  year while this  Indenture  remains in effect  (with  respect to
succeeding  calendar  years),  the  Corporation  shall  deliver to the Debenture
Trustee  an  Officers'   Certificate   specifying  the  days  on  which  banking
institutions or trust companies in Wilmington,  Delaware, New York, New York and
Everett,  Washington are then  authorized or obligated by law or executive order
to remain closed.


                                   ARTICLE II
                                   SECURITIES

         SECTION 2.01 Forms Generally.

         The   Securities   and   the   Debenture   Trustee's   certificate   of
authentication shall be substantially in the form of Exhibit A hereto, the terms
of which are  incorporated in and made a part of this Indenture.  The Securities
may have  notations,  legends or  endorsements  required by law,  stock exchange
rule,  agreements to which the  Corporation  is subject or usage.  Each Security
shall be dated the date of its authentication.

         SECTION 2.02 Execution and Authentication.

         An Officer shall sign the Securities  for the  Corporation by manual or
facsimile  signature.  If an Officer whose  signature is on a Security no longer
holds that office at the time the Security is authenticated,  the Security shall
nevertheless be valid.

         A  Security  shall  not be  valid  until  authenticated  by the  manual
signature of the Debenture Trustee. The signature of the Debenture Trustee shall
be  conclusive  evidence  that the  Security has been  authenticated  under this
Indenture.

         The Debenture Trustee shall, upon a Corporation Order, authenticate for
original  issue  up  to,  and  the  aggregate  principal  amount  of  Securities
outstanding at any time may not exceed,  $10,310,000  aggregate principal amount
of the Securities,  except as provided in Section 2.08. The series of Securities
to be initially issued hereunder shall be the Initial Securities.

         SECTION 2.03 Form and Payment.

         Except as provided in Section 2.05, the  Securities  shall be issued in
fully registered  certificated form without interest  coupons.  Principal of and
premium, if any, and interest on the Securities issued in certificated form will
be  payable,  the  transfer of such  Securities  will be  registerable  and such
Securities  will be  exchangeable  for Securities  bearing  identical  terms and
provisions,  at the  office  or agency of the  Corporation  maintained  for such
purpose under Section 3.02; provided,  however, that payments of interest may be
made at the option of the  Corporation (i) by check mailed to the holder at such
address as shall appear in the Security Register,

                                      -11-

<PAGE>



or (ii) by transfer to an account  maintained  by the Person  entitled  thereto,
provided that proper transfer  instructions have been received in writing by the
relevant record date.  Notwithstanding  the foregoing,  so long as the holder of
any  Securities  is the Property  Trustee,  the payment of the  principal of and
premium,  if any, and interest  (including  Compounded  Interest and  Additional
Sums, if any) and Liquidated  Damages,  if any, on such  Securities  held by the
Property  Trustee  will  be made at such  place  and to such  account  as may be
designated by the Property Trustee.

         SECTION 2.04  Legends.

         (a) Except as permitted by  subsection  (b) of this Section 2.04, or as
otherwise  determined by the Corporation in accordance with applicable law, each
Security shall bear the applicable  legends relating to restrictions on transfer
pursuant  to the  Securities  Act and any other  applicable  securities  laws in
substantially the form set forth on Exhibit A hereto.

         (b) In the event of an Exchange Offer, the Corporation  shall issue and
the Debenture  Trustee,  upon Corporation  Order,  shall  authenticate  Exchange
Securities  in exchange  for Initial  Securities  accepted  for  exchange in the
Exchange Offer, which Exchange Securities shall not bear the legends required by
subsection (a) above, in each case unless the holder of such Initial  Securities
is either (A) a  broker-dealer  who purchased such Initial  Securities  directly
from the  Corporation  for resale  pursuant to Rule 144A or any other  available
exemption  under  the  Securities  Act,  (B)  a  Person   participating  in  the
distribution  of the Initial  Securities  or (C) a Person who is an Affiliate of
the Corporation or the Trust.

         SECTION 2.05 Global Security.

         (a)     In connection with a Dissolution Event,

                 (i)if  any  Capital  Securities  are  held in  book-entry  form
("Book-Entry Capital Securities"),  a Like Amount of Definitive Securities shall
be presented to the Debenture Trustee (if an arrangement with the Depositary has
been  maintained)  by the  Property  Trustee in exchange  for one or more Global
Securities (as may be required  pursuant to Section  2.07),  to be registered in
the name of the  Depositary,  or its nominee,  and  delivered  by the  Debenture
Trustee to the  Depositary  for  crediting to the  accounts of its  participants
pursuant to the  instructions of the  Administrative  Trustees;  the Corporation
upon any such  presentation  shall execute one or more Global Securities in such
aggregate  principal  amount and deliver the same to the  Debenture  Trustee for
authentication  and delivery in accordance with this Indenture;  and payments on
the Securities issued as a Global Security will be made to the Depositary; and

                 (ii) if any Capital  Securities are held in certificated  form,
the related Definitive  Securities may be presented to the Debenture Trustee, by
the  Property  Trustee and any Capital  Security  certificates  which  represent
Capital  Securities  other than Book-Entry  Capital  Securities ("Non Book-Entry
Capital  Securities")  will be  deemed  to  represent  beneficial  interests  in
Securities  presented to the Debenture Trustee by the Property Trustee having an
aggregate principal amount equal to the aggregate  liquidation amount of the Non
Book-Entry  Capital  Securities  until such Capital  Security  certificates  are
presented  to  the  security  registrar  for  the  Securities  for  transfer  or
reissuance,  at which time such Capital Security  certificates will be canceled,
and a Security  in a Like  Amount,  registered  in the name of the holder of the
Capital  Security  certificate  or the  transferee of the holder of such Capital
Security certificate, as the case may be, will be executed by the

                                      -12-

<PAGE>



Corporation  and  delivered  to the  Debenture  Trustee for  authentication  and
delivery  in  accordance  with this  Indenture;  and upon the  issuance  of such
Securities,  Securities with an equivalent  aggregate principal amount that were
presented by the Property Trustee to the Debenture Trustee will be canceled.

         (b) The Global  Securities  shall  represent  the  aggregate  amount of
outstanding  Securities from time to time endorsed thereon;  provided,  however,
that the  aggregate  principal  amount  of  outstanding  Securities  represented
thereby  may from time to time be  reduced  or  increased,  as  appropriate,  to
reflect  exchanges and  prepayments.  Any  endorsement  of a Global  Security to
reflect the amount of any increase or decrease in the aggregate principal amount
of  outstanding  Securities  represented  thereby shall be made by the Debenture
Trustee, in accordance with instructions given by the Corporation as required by
this Section 2.05.

         (c) The Global Securities may be transferred, in whole but not in part,
only to the Depositary,  to another nominee of the Depositary, or to a successor
Depositary  selected  or  approved  by the  Corporation  or to a nominee of such
successor Depositary.

         (d) If at any time the Depositary  notifies the Corporation  that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to be
a clearing  agency  registered  under the  Exchange  Act,  and, in each case,  a
successor  Depositary is not appointed by the  Corporation  within 90 days after
the Corporation receives such notice or becomes aware of such condition,  as the
case may be, the  Corporation  will  execute,  and the Debenture  Trustee,  upon
receipt  of a  Corporation  Order,  will  authenticate  and make  available  for
delivery the  Definitive  Securities,  in  authorized  denominations,  and in an
aggregate principal amount equal to the principal amount of the Global Security,
in  exchange  for such  Global  Security.  If there is a Default  or an Event of
Default,  the Depositary shall have the right to exchange the Global  Securities
for  Definitive  Securities.  In  addition,  the  Corporation  may at  any  time
determine  that  the  Securities  shall no  longer  be  represented  by a Global
Security. In the event of such an Event of Default or such a determination,  the
Corporation shall execute,  and subject to Section 2.07, the Debenture  Trustee,
upon receipt of an Officers'  Certificate  evidencing such  determination by the
Corporation and a Corporation  Order,  will  authenticate and make available for
delivery the  Definitive  Securities,  in  authorized  denominations,  and in an
aggregate principal amount equal to the principal amount of the Global Security,
in exchange for such Global  Security.  Upon the exchange of the Global Security
for such Definitive Securities, in authorized denominations, the Global Security
shall be canceled by the Debenture Trustee. Such Definitive Securities issued in
exchange for the Global  Security  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  Debenture
Trustee.  The Debenture Trustee shall deliver such Definitive  Securities to the
Depositary for delivery to the Persons in whose names such Definitive Securities
are so registered.

         SECTION 2.06  Interest.

         (a) Each Security will bear  interest,  at the rate of 11.00% per annum
(the "Coupon  Rate"),  from the most recent date to which interest has been paid
or duly provided for or, if no interest has been paid or duly provided for, from
March 1, 2000, until the principal  thereof becomes due and payable,  and at the
Coupon Rate on any overdue  principal  (and premium,  if any) and (to the extent
that  payment of such  interest  is  enforceable  under  applicable  law) on any
overdue installment of interest,  compounded semi-annually,  payable (subject to
the  provisions  of  Article  XVI)  semi-annually  in  arrears  on March 1st and
September  1st of each year,  commencing  September 1, 2000 (each,  an "Interest
Payment  Date"),  to the Person in whose name such  Security or any  predecessor
Security is registered  at the close of business on the regular  record date for
such interest installment,  which shall be the 15th day of the month immediately
preceding the month in which the relevant Interest Payment Date falls.

         (b) The amount of interest  payable on the Securities shall be computed
on the basis of a 360-day year of twelve 30-day months.

         (c)  During  such time as the  Property  Trustee  is the  holder of any
Securities,  the Corporation shall pay any additional  amounts on the Securities
as may be  necessary  in order  that the  amount of  Distributions  then due and
payable by the Trust on the outstanding Trust Securities shall not be reduced as
a result of any additional taxes, duties and other governmental charges to which
the Trust has become subject as a result of a Tax Event ("Additional Sums").

         SECTION 2.07 Transfer and Exchange.

         (a)     Transfer Restrictions.

                 (i)The Initial  Securities,  and those Exchange Securities with
respect to which any Person described in Section  2.04(b)(A),  (B) or (C) is the
beneficial  owner,  may not be transferred  except in compliance with the legend
contained  in  Exhibit  A unless  otherwise  determined  by the  Corporation  in
accordance  with  applicable  law.  Upon  any  distribution  of  the  Securities
following a Dissolution  Event, the Corporation and the Debenture  Trustee shall
enter into a supplemental  indenture pursuant to Section 9.01 to provide for the
transfer   restrictions   and   procedures   with  respect  to  the   Securities
substantially  similar  to those  contained  in the  Declaration  to the  extent
applicable in the circumstances existing at such time.

                 (ii) The Securities will be issued and may be transferred  only
in blocks having an aggregate  principal amount of not less than $100,000 and in
multiples of $1,000 in excess thereof.  Any attempted transfer of the Securities
in a block having an aggregate  principal  amount of less than $100,000 shall be
deemed  to be  voided  and of no legal  effect  whatsoever.  Any such  purported
transferee  shall  be  deemed  not to be a  holder  of such  Securities  for any
purpose,  including,  but  not  limited  to the  receipt  of  payments  on  such
Securities,  and such purported  transferee  shall be deemed to have no interest
whatsoever in such Securities.

         (b) General Provisions  Relating to Transfers and Exchanges.  To permit
registrations of transfers and exchanges,  the Corporation shall execute and the
Debenture Trustee shall authenticate Definitive Securities and Global Securities
at the request of the security  registrar  for the  Securities.  All  Definitive
Securities and Global  Securities  issued upon any  registration  of transfer or
exchange  of  Definitive  Securities  or  Global  Securities  shall be the valid
obligations  of the  Corporation,  evidencing the same debt, and entitled to the
same  benefits  under this  Indenture,  as the  Definitive  Securities or Global
Securities surrendered upon such registration of transfer or exchange.

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


                                      -13-

<PAGE>



         The  Corporation  shall not be  required  to: (i) issue,  register  the
transfer of or exchange  Securities  during a period beginning at the opening of
business  15 days  before the day of mailing  of a notice of  prepayment  or any
notice of selection of Securities  for  prepayment  under Article XIV hereof and
ending at the close of business on the day of such mailing; or (ii) register the
transfer of or exchange any Security so selected for  prepayment  in whole or in
part, except the nonprepaid portion of any Security being prepaid in part.

         Prior to due  presentment  for the  registration  of a transfer  of any
Security,  the Debenture Trustee, the Corporation and any agent of the Debenture
Trustee  or the  Corporation  may deem and  treat the  Person in whose  name any
Security is registered as the absolute owner of such Security for the purpose of
receiving  payment of  principal  of and  premium,  if any, and interest on such
Securities,  and none of the Debenture Trustee, the Corporation or any agents of
the  Debenture  Trustee or the  Corporation  shall be  affected by notice to the
contrary.

         (c) Exchange of Initial Securities for Exchange Securities. The Initial
Securities may be exchanged for Exchange Securities pursuant to the terms of the
Exchange Offer. The Debenture Trustee shall make the exchange as follows:

         The Corporation  shall present the Debenture  Trustee with an Officers'
Certificate certifying the following:

         (A)     upon  issuance of the  Exchange  Securities,  the  transactions
                 contemplated by the Exchange Offer have been consummated; and

         (B)     the principal amount of Initial Securities properly tendered in
                 the Exchange Offer that are  represented by a Global  Security,
                 the principal amount of Initial Securities properly tendered in
                 the  Exchange   Offer  that  are   represented   by  Definitive
                 Securities,   the  name  of  each  holder  of  such  Definitive
                 Securities,  the  principal  amount  properly  tendered  in the
                 Exchange  Offer by each such holder and the name and address to
                 which  Definitive  Securities for Exchange  Securities shall be
                 registered and sent for each such holder.

         The Debenture Trustee, upon receipt of (i) such Officers'  Certificate,
(ii) an Opinion of Counsel (x) to the effect that the Exchange  Securities  have
been registered under Section 5 of the Securities Act and the Indenture has been
qualified  under the Trust Indenture Act and (y) with respect to the matters set
forth  in  Section  3(q)  of the  Registration  Rights  Agreement  and  (iii)  a
Corporation  Order,  shall  authenticate  (A)  a  Global  Security  representing
Exchange  Securities  in  aggregate  principal  amount  equal  to the  aggregate
principal  amount  of  Initial  Securities  represented  by  a  Global  Security
indicated in such Officers' Certificate as having been properly tendered and (B)
Definitive  Securities  representing  Exchange Securities in aggregate principal
amount equal to the aggregate principal amount of Initial Securities represented
by Definitive Securities registered in the names and in the respective principal
amounts indicated in such Officers' Certificate.

         If the  principal  amount  of the  Global  Security  for  the  Exchange
Securities  is less than the  principal  amount of the Global  Security  for the
Initial  Securities,  the Debenture  Trustee shall make an  endorsement  on such
Global Security for Initial  Securities  indicating a reduction in the principal
amount represented thereby.


                                      -14-

<PAGE>



         The  Debenture   Trustee  shall  deliver  such  Definitive   Securities
representing  Exchange  Securities  to the holders  thereof as indicated in such
Officers' Certificate.

         SECTION 2.08 Replacement Securities.

         If any mutilated Security is surrendered to the Debenture  Trustee,  or
the Corporation and the Debenture Trustee receive evidence to their satisfaction
of the destruction,  loss or theft of any Security,  the Corporation shall issue
and the Debenture  Trustee  shall  authenticate  a  replacement  Security if the
Debenture  Trustee's  requirements  for  replacements  of Securities are met. An
indemnity bond must be supplied by the holder that is sufficient in the judgment
of the Debenture  Trustee and the  Corporation to protect the  Corporation,  the
Debenture Trustee,  any agent thereof or any Authenticating  Agent from any loss
that any of them may suffer if a Security is replaced.  The  Corporation  or the
Debenture Trustee may charge for its expenses in replacing a Security.

         Every  replacement  Security is an  obligation of the  Corporation  and
shall  be  entitled  to  all of the  benefits  of  this  Indenture  equally  and
proportionately with all other Securities duly issued hereunder.  All Securities
shall be held and owned upon the express condition that the foregoing provisions
are  exclusive  with  respect  to  the  replacement  or  payment  of  mutilated,
destroyed, lost or stolen Securities,  and shall preclude (to the extend lawful)
any and  all  other  rights  or  remedies,  notwithstanding  any law or  statute
existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.

         SECTION 2.09 Temporary Securities.

         Pending the preparation of Definitive  Securities,  the Corporation may
execute, and upon Corporation Order the Debenture Trustee shall authenticate and
make   available  for   delivery,   temporary   Securities   that  are  printed,
lithographed,   typewritten,   mimeographed  or  otherwise  reproduced,  in  any
authorized denomination, substantially of the tenor of the Definitive Securities
in lieu  of  which  they  are  issued  and  with  such  appropriate  insertions,
omissions,  substitutions  and other  variations as the Officers  executing such
Securities may determine,  as conclusively  evidenced by their execution of such
Securities.

         If  temporary  Securities  are  issued,  the  Corporation  shall  cause
Definitive  Securities to be prepared without unreasonable delay. The Definitive
Securities  shall be  printed,  lithographed  or  engraved,  or  provided by any
combination  thereof,  or in  any  other  manner  permitted  by  the  rules  and
regulations  of any  applicable  securities  exchange,  all as determined by the
Officers  executing  such  Definitive  Securities.   After  the  preparation  of
Definitive  Securities,  the  temporary  Securities  shall be  exchangeable  for
Definitive  Securities upon surrender of the temporary  Securities at the office
or agency  maintained by the  Corporation  for such purpose  pursuant to Section
3.02  hereof,   without  charge  to  the  holder  thereof.  Upon  surrender  for
cancellation  of any one or more temporary  Securities,  the  Corporation  shall
execute,  and the Debenture  Trustee shall  authenticate  and make available for
delivery, in exchange therefor the same aggregate principal amount of Definitive
Securities  of  authorized  denominations.  Until so  exchanged,  the  temporary
Securities  shall in all  respects be entitled to the same  benefits  under this
Indenture as Definitive Securities.


                                      -15-

<PAGE>



         SECTION 2.10  Cancellation.

         The  Corporation  at any time may deliver  Securities  to the Debenture
Trustee for cancellation. The Debenture Trustee and no one else shall cancel all
Securities  surrendered  for  registration  of  transfer,   exchange,   payment,
replacement  or  cancellation  and shall return such canceled  Securities to the
Corporation.  The Corporation may not issue new Securities to replace Securities
that have been  prepaid  or paid or that have been  delivered  to the  Debenture
Trustee for cancellation.

         SECTION 2.11 Defaulted Interest.

         Any interest on any  Security  that is payable,  but is not  punctually
paid  or  duly  provided  for,  on any  Interest  Payment  Date  (herein  called
"Defaulted  Interest")  shall forthwith cease to be payable to the holder on the
relevant  regular  record  date by virtue of having been such  holder;  and such
Defaulted  Interest  shall  be  paid by the  Corporation,  at its  election,  as
provided in clause (a) or clause (b) below:

                 (a) The Corporation may make payment of any Defaulted  Interest
         on Securities to the Persons in whose names such  Securities  (or their
         respective  Predecessor  Securities)  are  registered  at the  close of
         business on a special  record  date for the  payment of such  Defaulted
         Interest, which shall be fixed in the following manner: the Corporation
         shall  notify  the  Debenture  Trustee  in  writing  of the  amount  of
         Defaulted  Interest  proposed to be paid on each such  Security and the
         date of the  proposed  payment,  and at the same  time the  Corporation
         shall  deposit with the  Debenture  Trustee an amount of money equal to
         the aggregate  amount  proposed to be paid in respect of such Defaulted
         Interest  or shall  make  arrangements  satisfactory  to the  Debenture
         Trustee for such  deposit  prior to the date of the  proposed  payment,
         such money when  deposited  to be held in trust for the  benefit of the
         Persons entitled to such Defaulted Interest as in this clause provided.
         Thereupon,  the Debenture  Trustee shall fix a special  record date for
         the payment of such Defaulted  Interest which shall not be more than 15
         nor less than 10 days prior to the date of the proposed payment and not
         less than 10 days  after the  receipt by the  Debenture  Trustee of the
         notice of the proposed  payment.  The Debenture  Trustee shall promptly
         notify the Corporation of such special record date and, in the name and
         at the expense of the  Corporation,  shall cause notice of the proposed
         payment of such Defaulted Interest and the special record date therefor
         to be mailed,  first class postage prepaid,  to each  Securityholder at
         his or her  address as it appears in the  Security  Register,  not less
         than 10 days prior to such special record date.  Notice of the proposed
         payment of such Defaulted Interest and the special record date therefor
         having been mailed as aforesaid,  such Defaulted Interest shall be paid
         to the  Persons in whose  names such  Securities  (or their  respective
         Predecessor  Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (b).

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


                                      -16-

<PAGE>



         SECTION 2.12 CUSIP Numbers.

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


                                   ARTICLE III
                     PARTICULAR COVENANTS OF THE CORPORATION

         SECTION 3.01 Payment of Principal and Interest.

         The Corporation  covenants and agrees for the benefit of the holders of
the  Securities  that it will  duly and  punctually  pay or cause to be paid the
principal of and premium,  if any, and interest on the  Securities at the place,
at the  respective  times and in the manner  provided  herein.  The  Corporation
further  covenants to pay any and all amounts due in respect of the  Securities,
including,  without limitation,  Additional Sums, as may be required pursuant to
Section  2.06(c),  Liquidated  Damages,  if any,  on the dates and in the manner
required  under the  Registration  Rights  Agreement or the  Liquidated  Damages
Agreement and Compounded Interest, as may be required pursuant to Section 16.01.

         SECTION 3.02 Offices for Notices and Payments, etc.

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

         In addition to any such office or agency, the Corporation may from time
to time designate one or more offices or agencies outside  Wilmington,  Delaware
where the Securities may be presented for payment,  for registration of transfer
and for exchange  and where  notices and demands to or upon the  Corporation  in
respect of the Securities or this Indenture may be served in the manner provided
in this  Indenture,  and the  Corporation  may from  time to time  rescind  such
designation,  as the  Corporation  may deem  desirable or  expedient;  provided,
however,  that no such designation or rescission shall in any manner relieve the
Corporation of its obligation to maintain any such office

                                      -17-

<PAGE>



or  agency  in  Wilmington,  Delaware  for the  purposes  above  mentioned.  The
Corporation will give to the Debenture Trustee prompt written notice of any such
designation or rescission thereof.

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

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

         SECTION 3.04 Provision as to Paying Agent.

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

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

                 (2)       that it will give the Debenture Trustee notice of any
                           failure by the  Corporation  (or by any other obligor
                           on  the  Securities)  to  make  any  payment  of  the
                           principal   of  or  premium,   if  any,  or  interest
                           (including  Additional Sums and Compounded  Interest,
                           if  any)  and  Liquidated  Damages,  if  any,  on the
                           Securities when the same shall be due and payable.

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

         (c) Anything in this Section 3.04 to the contrary notwithstanding,  the
Corporation  may, at any time, for the purpose of obtaining a  satisfaction  and
discharge with respect to the Securities hereunder, or for any other reason, pay
or cause to be paid to the  Debenture  Trustee all sums  payable with respect to
the  Securities,  such sums to be held by the Debenture  Trustee upon the trusts
herein contained.

         (d) Anything in this Section 3.04 to the contrary notwithstanding,  the
agreement  to hold sums in trust as provided in this  Section 3.04 is subject to
Sections 11.03 and 11.04.

         SECTION 3.05 Certificate to Debenture Trustee.

         The Corporation will deliver to the Debenture  Trustee on or before 120
days after the end of each fiscal year of the  Corporation,  commencing with the
first fiscal year ending after the date

                                      -18-

<PAGE>



hereof,  so  long  as  Securities  are  outstanding   hereunder,   an  Officers'
Certificate,  one of the  signers  of which  shall be the  principal  executive,
principal financial or principal accounting officer of the Corporation,  stating
that in the course of the performance by the signers of their duties as officers
of the  Corporation  they would  normally  have  knowledge of any Default by the
Corporation  in the  performance  of any  covenants  contained  herein,  stating
whether or not they have  knowledge of any such  Default and, if so,  specifying
each such Default of which the signers have  knowledge,  the nature  thereof and
the action,  if any,  the  Corporation  intends to undertake as a result of such
Default.

         SECTION 3.06 Compliance with Consolidation Provisions.

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

         SECTION 3.07 Limitation on Dividends.

         The  Corporation   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  Corporation's  capital stock, (ii) make any payment
of principal  of or interest or premium,  if any,  on, or repay,  repurchase  or
redeem any debt securities of the Corporation  (including Other Debentures) that
rank pari passu with or junior in right of  payment to the  Securities  or (iii)
make any guarantee  payments with respect to any guarantee by the Corporation of
the debt  securities  of any  Subsidiary  of the  Corporation  (including  Other
Guarantees)  if such  guarantee  ranks  pari  passu  with or  junior in right of
payment to the Securities  (other than (a) dividends or  distributions in shares
of, or options,  warrants  or rights to  subscribe  for or  purchase  shares of,
Common  Stock),  (b) any  declaration  of a  dividend  in  connection  with  the
implementation  of a  stockholders'  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 Capital  Securities  Guarantee,  as
defined  in  the  Indenture,  (d)  as a  result  of a  reclassification  of  the
Corporation's capital stock or the exchange or conversion of one class or series
of  the  Corporation's  capital  stock  for  another  class  or  series  of  the
Corporation's  capital stock, (e) the purchase of fractional interests in shares
of the  Corporation's  capital  stock  pursuant  to the  conversion  or exchange
provisions  of such capital stock or the security  being  converted or exchanged
and (f)  purchases  of Common  Stock  related to the issuance of Common Stock or
rights  under any of the  Corporation's  benefit or  compensation  plans for its
directors,   officers  or  employees  or  any  of  the  Corporation's   dividend
reinvestment  plans), if at such time (1) there shall have occurred any event of
which the Corporation has actual  knowledge that (a) is a Default or an Event of
Default  and (b) in  respect  of which  the  Corporation  shall  not have  taken
reasonable  steps to cure, (2) such Securities are held by the Property  Trustee
of Cascade Capital Trust I and the Corporation  shall be in default with respect
to its payment of any obligations under the Capital Securities  Guarantee or (3)
the Corporation shall have given notice of its election to exercise its right to
commence an Extended  Interest  Payment Period and shall not have rescinded such
notice, and such Extended Interest Payment Period or any extension thereof shall
have commenced and be continuing.

         SECTION 3.08  Covenants as to Cascade Capital Trust I

         In the event  Securities  are  issued to the Trust or a trustee of such
Trust in connection with the issuance of Trust  Securities by the Trust,  for so
long as such Trust  Securities  remain  outstanding,  the  Corporation  (i) will
maintain 100% direct or indirect ownership of the Common Securities of the

                                      -19-

<PAGE>



Trust;  provided,  however,  that any  successor of the  Corporation,  permitted
pursuant to Article X, may succeed to the Corporation's ownership of such Common
Securities, (ii) will use commercially reasonable efforts to cause the Trust (a)
to  remain a  business  trust,  except  in  connection  with a  distribution  of
Securities to the holders of Trust  Securities in liquidation of the Trust,  the
redemption  of all of the Trust  Securities  of the Trust,  or certain  mergers,
consolidations or amalgamations,  each as permitted by the Declaration,  and (b)
to otherwise continue to be classified as a grantor trust and not an association
taxable as a corporation  for United States federal  income tax purposes,  (iii)
will use  commercially  reasonable  efforts  to cause  each  holder of the Trust
Securities  to be  treated as owning an  undivided  beneficial  interest  in the
Securities  and (iv) will not cause,  as sponsor  of the  Trust,  or permit,  as
holder of the Common Securities,  the dissolution,  winding-up or liquidation of
the Trust, except as provided in the Declaration.

         SECTION 3.09 Payment of Expenses.

         In connection with the offering, sale and issuance of the Securities to
the Trust and in connection with the sale of the Trust  Securities by the Trust,
the  Corporation,  in its capacity as borrower  with respect to the  Securities,
shall:

         (a)      pay all costs and expenses relating to the offering,  sale and
                  issuance of the  Securities,  including  fees and  expenses in
                  connection  with  any  Exchange  Offer,   filing  of  a  shelf
                  registration statement or other action to be taken pursuant to
                  the  Registration  Rights  Agreement  and  Liquidated  Damages
                  Agreement  and  compensation  of  the  Debenture   Trustee  in
                  accordance with the provisions of Section 6.06;

         (b)      pay all costs and  expenses of the Trust,  including,  but not
                  limited to, costs and expenses relating to the organization of
                  the  Trust,  the  offering,  sale and  issuance  of the  Trust
                  Securities  (including  commissions  payable  to  the  Initial
                  Purchasers  pursuant to the Purchase  Agreement in  connection
                  therewith),  the fees and expenses of the Property Trustee and
                  the Delaware  Trustee,  the costs and expenses relating to the
                  operation of the Trust,  including without  limitation,  costs
                  and  expenses  of  accountants,   attorneys,   statistical  or
                  bookkeeping services,  expenses for printing and engraving and
                  computing   or   accounting   equipment,    paying   agent(s),
                  registrar(s),   transfer  agent(s),  duplicating,  travel  and
                  telephone and other telecommunications  expenses and costs and
                  expenses   incurred  in  connection   with  the   acquisition,
                  financing, and disposition of assets of the Trust;

         (c)      be  primarily   and  fully  liable  for  any   indemnification
                  obligations arising with respect to the Declaration;

         (d)      pay any and all taxes  (other than United  States  withholding
                  taxes  attributable  to the  Trust  or  its  assets)  and  all
                  liabilities,  costs and expenses with respect to such taxes of
                  the Trust; and

         (e)      pay all other fees,  expenses,  debts and  obligations  (other
                  than in respect of the Trust Securities) related to the Trust.


                                      -20-

<PAGE>



         SECTION 3.10  Payment Upon Resignation or Removal.

         Upon termination of this Indenture or the removal or resignation of the
Debenture  Trustee,  unless otherwise  stated,  the Corporation shall pay to the
Debenture  Trustee all amounts accrued and owing to the Debenture Trustee to the
date of such  termination,  removal  or  resignation.  Upon  termination  of the
Declaration  or the  removal  or  resignation  of the  Delaware  Trustee  or the
Property  Trustee,  as  the  case  may  be,  pursuant  to  Section  5.6  of  the
Declaration,  the Corporation  shall pay to the Delaware Trustee or the Property
Trustee, as the case may be, all amounts accrued and owing to such trustee(s) to
the date of such termination, removal or resignation.


                                   ARTICLE IV
                   LIST OF SECURITYHOLDERS AND REPORTS BY THE
                      CORPORATION AND THE DEBENTURE TRUSTEE

         SECTION 4.01 List of Securityholders.

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

         (a)     on a  semi-annual  basis on each  regular  record  date for the
                 Securities,  a list, in such form as the Debenture  Trustee may
                 reasonably   require,   of  the  names  and  addresses  of  the
                 Securityholders as of such record date; and

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

except that, no such lists need be furnished so long as the Debenture Trustee is
in  possession  thereof by reason of its acting as  security  registrar  for the
Securities.

         SECTION 4.02 Preservation and Disclosure of Lists.

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

         (b) In case three or more holders of Securities  (hereinafter  referred
to as "applicants") apply in writing to the Debenture Trustee and furnish to the
Debenture Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application,  and
such  application  states that the applicants  desire to communicate  with other
holders of  Securities or with holders of all  Securities  with respect to their
rights under this Indenture and is accompanied by a copy of the form of proxy or
other  communication  which  such  applicants  propose  to  transmit,  then  the
Debenture  Trustee  shall,  within five  Business Days after the receipt of such
application, at its election, either:


                                      -21-

<PAGE>



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

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

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

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

         SECTION 4.03 Reports by the Corporation.

         (a) The  Corporation  covenants  and agrees to file with the  Debenture
Trustee,  within 15 days after the date on which the  Corporation 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 said  Commission may from time to time by rules and regulations
prescribe)  which the  Corporation  may be required to file with the  Commission
pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act;  or,  if the
Corporation is not required to file  information,  documents or reports pursuant
to either of such sections, then to provide to the Debenture Trustee,

                                      -22-

<PAGE>



such of the supplementary and periodic information,  documents and reports which
would have been  required  pursuant to Section 13 of the Exchange Act in respect
of a security listed and registered on a national  securities exchange as may be
prescribed from time to time in such rules and regulations. The Corporation also
covenants  and agrees to comply  with the  provisions  of Section  314(a) of the
Trust Indenture Act.

         (b) The  Corporation  covenants  and agrees to file with the  Debenture
Trustee  and the  Commission,  in  accordance  with the  rules  and  regulations
prescribed from time to time by said  Commission,  such additional  information,
documents  and reports with respect to compliance  by the  Corporation  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  Corporation  covenants  and agrees to  transmit by mail to all
holders of  Securities,  as the names and addresses of such holders  appear upon
the  Security  Register,  within  30 days  after  the  filing  thereof  with the
Debenture  Trustee,  such  summaries of any  information,  documents and reports
required to be filed by the  Corporation  pursuant to subsections (a) and (b) of
this Section 4.03 as may be required by rules and  regulations  prescribed  from
time to time by the Commission.

         (d)  Delivery  of  such  reports,  information  and  documents  to  the
Debenture Trustee is for informational purposes only and the Debenture Trustee's
receipt  of such shall not  constitute  constructive  notice of any  information
contained therein or determinable from information contained therein,  including
the  Corporation's  compliance with any of its covenants  hereunder (as to which
the   Debenture   Trustee  is  entitled  to  rely   exclusively   on   Officers'
Certificates).

         (e) So long as is required  for an offer or sale of the  Securities  to
qualify  for an  exemption  under  Rule  144A  under  the  Securities  Act,  the
Corporation  shall,  upon request,  provide the  information  required by clause
(d)(4)  thereunder  to each  Securityholder  and to each  beneficial  owner  and
prospective  purchaser  of  Securities  identified  by  each  Securityholder  of
Restricted  Securities,  unless such  information is furnished to the Commission
pursuant to Section 13 or l5(d) of the Exchange Act.

         SECTION 4.04 Reports by the Debenture Trustee.

         (a)      The Debenture Trustee shall transmit to  Securityholders  such
                  reports concerning the Debenture Trustee and its actions under
                  this  Indenture  as  may be  required  pursuant  to the  Trust
                  Indenture Act at the times and in the manner provided pursuant
                  thereto.  If required by Section 313(a) of the Trust Indenture
                  Act, the  Debenture  Trustee  shall,  within 60 days after the
                  date hereof,  and no later than the anniversary date hereof in
                  each  succeeding  year,  deliver  to  Securityholders  a brief
                  report,  dated as of each such date  which  complies  with the
                  provisions of such Section 313(a).

         (b)      A copy  of  each  such  report  shall,  at the  time  of  such
                  transmission  to  Securityholders,  be filed by the  Debenture
                  Trustee  with each  stock  exchange,  if any,  upon  which the
                  Securities  are  listed,  with  the  Commission  and  with the
                  Corporation.   The   Corporation   will  promptly  notify  the
                  Debenture  Trustee when the Securities are listed on any stock
                  exchange.

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

                                      -23-

<PAGE>




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

         SECTION 5.01 Events of Default.

         One or more of the  following  events of default  shall  constitute  an
Event of Default  hereunder  (whatever  the reason for such Event of Default and
whether it shall be voluntary or  involuntary or be effected by operation of law
or pursuant to any judgment,  decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

         (a)      default in the payment of any interest  (including  Compounded
                  Interest and Additional  Sums, if any) or Liquidated  Damages,
                  if any, on the Securities or any Other Debentures (about which
                  a  Responsible  Officer of the  Debenture  Trustee  has actual
                  knowledge)  when due,  and  continuance  of such default for a
                  period of 30 days; provided,  however,  that a valid extension
                  of an interest payment period by the Corporation in accordance
                  with the  terms  hereof or  thereof  shall  not  constitute  a
                  default in the payment of interest for this purpose; or

         (b)      default in the payment of any  principal  of (or  premium,  if
                  any, on) the Securities or any Other Debentures (about which a
                  Responsible  Officer  of  the  Debenture  Trustee  has  actual
                  knowledge) when due, whether at maturity, upon prepayment,  by
                  declaration of acceleration of maturity or otherwise; or

         (c)      default in the  performance,  or breach,  of any  covenant  or
                  warranty of the  Corporation in this  Indenture  (other than a
                  covenant or warranty a default in whose  performance  or whose
                  breach is elsewhere in this Section  specifically dealt with),
                  and  continuance  of such default or breach for a period of 90
                  days after there has been given,  by  registered  or certified
                  mail, to the  Corporation  by the Debenture  Trustee or to the
                  Corporation  and the  Debenture  Trustee by the  holders of at
                  least 25% in  aggregate  principal  amount of the  outstanding
                  Securities a written notice  specifying such default or breach
                  and  requiring  it to be remedied and stating that such notice
                  is a "Notice of Default" hereunder; or

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

         (e)      the  Corporation  shall  commence a  voluntary  case under any
                  applicable bankruptcy,  insolvency or other similar law now or
                  hereafter  in effect,  shall  consent to the entry of an order
                  for relief in an involuntary case under any such law, or shall
                  consent  to  the  appointment  of or  taking  possession  by a
                  receiver,    liquidator,    assignee,    trustee,   custodian,
                  sequestrator (or other similar official) of the Corporation or
                  of any

                                      -24-

<PAGE>



                 substantial  part of its  property,  or shall make any  general
                 assignment  for  the  benefit  of  creditors,   or  shall  fail
                 generally to pay its debts as they become due.

         If an  Event  of  Default  with  respect  to  Securities  at  the  time
outstanding  occurs and is  continuing,  then in every  such case the  Debenture
Trustee or the holders of not less than 25% in aggregate principal amount of the
Securities then  outstanding may declare the principal  amount of all Securities
to be due and  payable  immediately,  by a notice in writing to the  Corporation
(and to the  Debenture  Trustee  if  given  by the  holders  of the  outstanding
Securities), and upon any such declaration the same shall become immediately due
and payable.

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

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

         SECTION 5.02  Payment of Securities on Default; Suit Therefor.

         The Corporation covenants that (a) in case default shall be made in the
payment of any  installment  of  interest  (including  Compounded  Interest  and
Additional  Sums,  if  any)  and  Liquidated  Damages,  if  any,  on  any of the
Securities  as and when the same shall become due and payable,  and such default
shall have  continued  for a period of 30 days,  or (b) in case default shall be
made in the  payment  of the  principal  of or  premium,  if any,  on any of the
Securities  as and when the same shall have become due and  payable,  whether at
maturity of the  Securities or upon  prepayment or by  declaration or otherwise,
then,  upon demand of the Debenture  Trustee,  the  Corporation  will pay to the
Debenture Trustee,  for the benefit of the holders of the Securities,  the whole
amount that then

                                      -25-

<PAGE>



shall have  become due and  payable on all such  Securities  for  principal  and
premium, if any, or interest (including Compounded Interest and Additional Sums,
if any)  and  Liquidated  Damages,  if any,  or both,  as the case may be,  with
interest upon the overdue principal and premium, if any, and (to the extent that
payment  of such  interest  is  enforceable  under  applicable  law and,  if the
Securities are held by the Trust or a trustee of such Trust, without duplication
of any other amounts paid by the Trust or a trustee in respect thereof) upon the
overdue  installments of interest (including  Compounded Interest and Additional
Sums,  if  any)  and  Liquidated  Damages,  if any,  at the  rate  borne  by the
Securities; and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including reasonable compensation
to the  Debenture  Trustee,  its agents,  attorneys  and counsel,  and any other
amount due to the Debenture Trustee pursuant to Section 6.06.

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

         In case there shall be pending  proceedings  for the  bankruptcy or for
the  reorganization  of the  Corporation  or any other obligor on the Securities
under Title 11, United States Code,  or any other  applicable  law, or in case a
receiver  or  trustee  shall  have  been  appointed  for  the  property  of  the
Corporation or such other obligor,  or in the case of any other similar judicial
proceedings relative to the Corporation or other obligor upon the Securities, or
to the  creditors  or property of the  Corporation  or such other  obligor,  the
Debenture Trustee, irrespective of whether the principal of the Securities shall
then be due and payable as therein  expressed or by declaration or otherwise and
irrespective  of  whether  the  Debenture  Trustee  shall  have made any  demand
pursuant  to the  provisions  of  this  Section  5.02,  shall  be  entitled  and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal and interest  owing and unpaid
in respect of the Securities and, in case of any judicial  proceedings,  to file
such  proofs of claim  and other  papers or  documents  as may be  necessary  or
advisable in order to have the claims of the Debenture  Trustee  (including  any
claim for amounts due to the Debenture  Trustee pursuant to Section 6.06) and of
the  Securityholders  allowed  in  such  judicial  proceedings  relative  to the
Corporation  or any other  obligor on the  Securities,  or to the  creditors  or
property  of the  Corporation  or  such  other  obligor,  unless  prohibited  by
applicable  law and  regulations,  to  vote  on  behalf  of the  holders  of the
Securities  in any  election of a trustee or a standby  trustee in  arrangement,
reorganization,  liquidation  or other  bankruptcy or insolvency  proceedings or
person performing  similar functions in comparable  proceedings,  and to collect
and  receive any moneys or other  property  payable or  deliverable  on any such
claims,  and to  distribute  the same after the  deduction  of its  charges  and
expenses; and any receiver,  assignee or trustee in bankruptcy or reorganization
is hereby authorized by each of the Securityholders to make such payments to the
Debenture Trustee, and, in the event that the Debenture Trustee shall consent to
the  making of such  payments  directly  to the  Securityholders,  to pay to the
Debenture  Trustee  such  amounts  as shall be  sufficient  to cover  reasonable
compensation  to, and  expenses  of, the  Debenture  Trustee,  each  predecessor
Debenture Trustee and their respective  agents,  attorneys and counsel,  and all
other amounts due to the Debenture Trustee pursuant to Section 6.06.


                                      -26-

<PAGE>



         Nothing herein  contained shall be construed to authorize the Debenture
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  Securities or the rights of any holder thereof or to
authorize  the  Debenture  Trustee  to  vote  in  respect  of the  claim  of any
Securityholder in any such proceeding.

         All rights of action and of asserting  claims under this Indenture,  or
under any of the  Securities,  may be enforced by the Debenture  Trustee without
the possession of any of the Securities,  or the production thereof on any trial
or other proceeding relative thereto, and any such suit or proceeding instituted
by the  Debenture  Trustee  shall be  brought  in its own name as  trustee of an
express trust,  and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities.

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

         SECTION 5.03  Application of Moneys Collected by Debenture Trustee.

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

         First: To the payment of costs and expenses of collection applicable to
the Securities and all other amounts due to the Debenture  Trustee under Section
6.06;

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

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

         Fourth: To the Corporation.

         SECTION 5.04 Proceedings by Securityholders.

         No  holder  of any  Security  shall  have any  right by virtue of or by
availing of any  provision of this  Indenture to institute  any suit,  action or
proceeding  in equity or at law upon or under or with respect to this  Indenture
or for the  appointment  of a  receiver  or  trustee,  or for any  other  remedy
hereunder,  unless  such  holder  previously  shall have given to the  Debenture
Trustee  written  notice of an Event of Default and of the  continuance  thereof
with respect to the Securities specifying such Event of Default, as hereinbefore
provided,  and  unless  also  the  holders  of not less  than  25% in  aggregate
principal  amount of the  Securities  then  outstanding  shall have made written
request upon

                                      -27-

<PAGE>



the Debenture  Trustee to institute  such action,  suit or proceeding in its own
name as Debenture  Trustee  hereunder  and shall have  offered to the  Debenture
Trustee such reasonable indemnity as it may require against the costs,  expenses
and liabilities to be incurred therein or thereby, and the Debenture 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,  it  being
understood and intended,  and being expressly covenanted by the taker and holder
of every  Security with every other taker and holder and the Debenture  Trustee,
that no one or more  holders  of  Securities  shall have any right in any manner
whatever by virtue of or by availing  itself of any provision of this  Indenture
to affect, disturb or prejudice the rights of any other holder of Securities, or
to  obtain or seek to  obtain  priority  over or  preference  to any other  such
holder,  or to  enforce  any right  under this  Indenture,  except in the manner
herein provided and for the equal,  ratable and common benefit of all holders of
Securities.

         Notwithstanding  any other provisions in this Indenture,  however,  the
right of any holder of any Security to receive  payment of the principal of (and
premium,  if any) and interest on (including  Compounded Interest and Additional
Sums, if any) and Liquidated Damages, if any, on such Security,  on or after the
same shall have become due and payable, or to institute suit for the enforcement
of any such  payment,  shall not be impaired or affected  without the consent of
such holder, and by accepting a Security  hereunder it is expressly  understood,
intended and  covenanted  by the taker and holder of every  Security  with every
other  such  taker and holder  and the  Debenture  Trustee,  that no one or more
holders of Securities shall have any right in any manner whatsoever by virtue or
by availing  itself of any  provision of this  Indenture  to affect,  disturb or
prejudice  the rights of the  holders of any other  Securities,  or to obtain or
seek to obtain  priority  over or  preference  to any other such  holder,  or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Securities.  For the
protection and  enforcement  of the  provisions of this Section,  each and every
Securityholder and the Debenture Trustee shall be entitled to such relief as can
be given either at law or in equity.

         The Corporation and the Debenture Trustee  acknowledge that pursuant to
the  Declaration,  the  holders  of  Capital  Securities  are  entitled,  in the
circumstances  and subject to the limitations  set forth therein,  to commence a
Direct Action (as defined therein) with respect to any Event of Default referred
to in clause (a) or (b) of Section 5.01.

         SECTION 5.05 Proceedings by Debenture Trustee.

         In case an Event of Default  occurs with respect to  Securities  and is
continuing,  the Debenture 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 Debenture  Trustee shall deem most  effectual to protect and
enforce any of such  rights,  either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise,  whether for the specific  enforcement of
any covenant or agreement  contained in this Indenture or in aid of the exercise
of any power  granted  in this  Indenture,  or to  enforce  any  other  legal or
equitable right vested in the Debenture Trustee by this Indenture or by law.

         SECTION 5.06 Remedies Cumulative and Continuing.

         Except as otherwise  provided in Section 2.08,  all powers and remedies
given by this  Article  V to the  Debenture  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 Debenture Trustee

                                      -28-

<PAGE>



or the holders of the  Securities,  by judicial  proceedings  or  otherwise,  to
enforce the performance or observance of the covenants and agreements  contained
in this Indenture or otherwise  established with respect to the Securities,  and
no delay or  omission  of the  Debenture  Trustee or of any holder of any of the
Securities  to exercise  any right or power  accruing  upon any Event of Default
occurring and continuing as aforesaid  shall impair any such right or power,  or
shall  be  construed  to be a  waiver  of any such  default  or an  acquiescence
therein;  and, subject to the provisions of Section 5.04, every power and remedy
given  by  this  Article  V or by  law  to  the  Debenture  Trustee  or  to  the
Securityholders  may be  exercised  from time to time,  and as often as shall be
deemed expedient, by the Debenture Trustee or by the Securityholders.

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

         The  holders  of a  majority  in  aggregate  principal  amount  of  the
Securities  at the time  outstanding  shall  have the right to direct  the time,
method,  and place of conducting any proceeding for any remedy  available to the
Debenture  Trustee,  or exercising any trust or power conferred on the Debenture
Trustee; provided, however, that (subject to the provisions of Section 6.01) the
Debenture  Trustee shall have the right to decline to follow any such  direction
if the Debenture  Trustee shall  determine  that the action so directed would be
unjustly  prejudicial to the holders not taking part in such direction or if the
Debenture  Trustee  being  advised  by  counsel  determines  that the  action or
proceeding so directed may not lawfully be taken or if the Debenture  Trustee in
good faith by one of its Responsible Officers shall determine that the action or
proceedings  so  directed  would  involve  the  Debenture  Trustee  in  personal
liability. Prior to any declaration accelerating the maturity of the Securities,
the holders of a majority in aggregate principal amount of the Securities at the
time outstanding may on behalf of the holders of all of the Securities waive any
past  Default or Event of Default and its  consequences  except a Default (a) in
the payment of  principal  of (or  premium,  if any) or  interest on  (including
Compounded  Interest and Additional Sums, if any) or Liquidated Damages, if any,
on  any of  the  Securities  (unless  such  default  has  been  cured  and a sum
sufficient to pay all matured  installments  of interest  (including  Compounded
Interest and Additional  Sums, if any) and principal (and premium,  if any), due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
(b) in respect of  covenants  or  provisions  hereof which cannot be modified or
amended without the consent of the holder of each Security  affected;  provided,
however, that if the Securities are held by the Property Trustee, such waiver or
modification  to such  waiver  shall not be  effective  until the  holders  of a
majority  in  aggregate  liquidation  amount  of  Trust  Securities  shall  have
consented to such waiver or modification to such waiver; provided, further, that
if the  consent of the holder of each  outstanding  Security is  required,  such
waiver shall not be effective  until each holder of the Trust  Securities  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
Corporation,  the Debenture  Trustee and the holders of the Securities  shall be
restored to their former positions and rights  hereunder,  respectively;  but no
such waiver shall extend to any  subsequent or other Default or impair any right
consequent  thereon.  Whenever any Default or Event of Default  hereunder  shall
have been waived as  permitted by this  Section  5.07,  said Default or Event of
Default shall for all purposes of the Securities and this Indenture be deemed to
have been cured and to be not continuing.

         SECTION 5.08 Notice of Defaults.

         (a) The Debenture Trustee shall, within 90 days after the occurrence of
a Default with respect to the Securities actually known to a Responsible Officer
of the Debenture Trustee, mail to

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all Securityholders,  as the names and addresses of such holders appear upon the
Security Register,  notice of all such Defaults,  unless such Default shall have
been cured before the giving of such notice (the term  "Default" for the purpose
of this Section 5.08 being hereby  defined to be any of the events  specified in
clauses (a),  (b), (c), (d) and (e) of Section  5.01,  not including  periods of
grace, if any,  provided for therein,  and irrespective of the giving of written
notice specified in clause (c) of Section 5.01); provided, however, that, except
in the case of Default in the payment of the  principal of (or premium,  if any)
or interest  (including  Compounded  Interest  or  Additional  Sums,  if any) or
Liquidated  Damages,  if any, on any of the  Securities,  the Debenture  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 Debenture Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders; provided,
further,  that in the case of any Default of the character  specified in Section
5.01(c), no such notice to Securityholders shall be given until at least 60 days
after the  occurrence  thereof,  but shall be given  within 90 days  after  such
occurrence.

         (b)  Within ten  Business  Days  after the  occurrence  of any Event of
Default actually known to a Responsible  Officer of the Debenture  Trustee,  the
Debenture  Trustee  shall  transmit  notice  of such  Event  of  Default  to all
Securityholders  as their names and addresses  appear on the Security  Register,
unless such Event of Default shall have been cured or waived.

         SECTION 5.09 Undertaking to Pay Costs.

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


                                   ARTICLE VI
                        CONCERNING THE DEBENTURE TRUSTEE

         SECTION 6.01 Duties and Responsibilities of Debenture Trustee.

         With respect to the holders of the  Securities  issued  hereunder,  the
Debenture Trustee,  prior to the occurrence of an Event of Default (which, other
than in the  case of  Sections  5.01(a)  and  5.01(b)  hereof,  is  known to the
Debenture Trustee) and after the curing or waiving of all such Events of Default
which may have occurred,  undertakes to perform such duties and only such duties
as are  specifically  set forth in this  Indenture.  In case an Event of Default
(which, other than in the case of

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<PAGE>



Sections  5.01(a) and 5.01(b)  hereof,  is known to the  Debenture  Trustee) has
occurred  (which has not been cured or  waived),  the  Debenture  Trustee  shall
exercise such of the rights and powers vested in it by this  Indenture,  and use
the same degree of care and skill in their  exercise as a prudent  person  would
exercise  or use  under  the  circumstances  in the  conduct  of his or her  own
affairs.

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

         (a)     prior to the  occurrence of an Event of Default  (which,  other
                 than in the case of Sections  5.01(a) and  5.01(b)  hereof,  is
                 known to the Debenture Trustee) and after the curing or waiving
                 of all such Events of Default which may have occurred,

                 (1)       the duties and  obligations of the Debenture  Trustee
                           shall be determined solely by the express  provisions
                           of this  Indenture,  and the Debenture  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 Debenture Trustee; and

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

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

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

         None of the provisions  contained in this  Indenture  shall require the
Debenture  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 it reasonably  believes 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.


                                      -31-

<PAGE>



         SECTION 6.02 Reliance on Documents, Opinions, etc.

         Except as otherwise provided in Section 6.01:

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

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

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

         (d)      the Debenture 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  Debenture  Trustee
                  reasonable  and sufficient  security or indemnity  against the
                  costs,  expenses and liabilities which may be incurred therein
                  or thereby;

         (e)      the Debenture Trustee shall not be liable for any action taken
                  or  omitted  by it in  good  faith  and  believed  by it to be
                  authorized  or  within  the  discretion  or  rights  or powers
                  conferred upon it by this Indenture;  nothing contained herein
                  shall,   however,   relieve  the  Debenture   Trustee  of  the
                  obligation, upon the occurrence of an Event of Default (which,
                  other than in the case of Sections 5.01(a) and 5.01(b) hereof,
                  is known to the Debenture Trustee) (that has not been cured or
                  waived),  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 its exercise as a prudent  person  would  exercise or
                  use under the  circumstances  in the conduct of his or her own
                  affairs;

         (f)      the  Debenture   Trustee  shall  not  be  bound  to  make  any
                  investigation   into  the  facts  or  matters  stated  in  any
                  resolution,   certificate,   statement,  instrument,  opinion,
                  report,  notice,  request,  consent,  order,  approval,  bond,
                  debenture, coupon or other paper or document, unless requested
                  in writing to do so by the holders of a majority in  aggregate
                  principal  amount  of the  outstanding  Securities;  provided,
                  however,  that if the payment within a reasonable  time to the
                  Debenture 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  Debenture  Trustee,  not  reasonably
                  assured to the Debenture  Trustee by the security  afforded to
                  it by the terms of this Indenture, the Debenture Trustee may

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<PAGE>



                  require reasonable indemnity against such expense or liability
                  as a condition to so proceeding;

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

         (h)      the Debenture  Trustee shall not be charged with  knowledge of
                  any  Default  or Event of Default  unless (1) such  Default or
                  Event of Default falls within  Section  5.01(a)  (other than a
                  default  with  respect  to  the  payment  or   nonpayment   of
                  Compounded Interest, Liquidated Damages or Additional Sums) or
                  Section  5.01(b) of the Indenture,  (2) a Responsible  Officer
                  shall  have  actual  knowledge  of such  Default  or  Event of
                  Default  or (3)  written  notice of such  Default  or Event of
                  Default shall have been given to the Debenture  Trustee by the
                  Corporation  or any other obligor on the  Securities or by any
                  holder of the Securities; and

         (i)      the  Debenture  Trustee  shall  not be liable  for any  action
                  taken,  suffered  or  omitted  by it in  good  faith,  without
                  negligence  or willful  misconduct  and  believed  by it to be
                  authorized  or  within  the  discretion  or  rights  or powers
                  conferred upon it by this Indenture.

         SECTION 6.03 No Responsibility for Recitals, etc.

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

         SECTION 6.04 Debenture Trustee,  Authenticating  Agent,  Paying Agents,
Transfer Agents and Registrar May Own Securities.

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

         SECTION 6.05 Moneys to be Held in Trust.

         Subject to the provisions of Section 11.04,  all moneys received by the
Debenture  Trustee or any paying  agent  shall,  until used or applied as herein
provided,  be held in trust for the  purpose for which they were  received,  but
need not be  segregated  from other funds except to the extent  required by law.
The  Debenture  Trustee  and any paying  agent shall be under no  liability  for
interest on any

                                      -33-

<PAGE>



money  received by it hereunder  except as otherwise  agreed in writing with the
Corporation.  So  long  as no  Event  of  Default  shall  have  occurred  and be
continuing,  all interest  allowed on any such moneys shall be paid from time to
time upon the written order of the Corporation, signed by an Officer thereof.

         SECTION 6.06 Compensation and Expenses of Debenture Trustee.

         The  Corporation,   as  issuer  of  Securities  under  this  Indenture,
covenants and agrees to pay to the Debenture  Trustee from time to time, and the
Debenture  Trustee shall be entitled to, such compensation as shall be agreed to
in writing between the Corporation and the Debenture Trustee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust),  and the Corporation will pay or reimburse the Debenture Trustee
upon  its  request  for all  reasonable  expenses,  disbursements  and  advances
incurred  or  made  by the  Debenture  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 Corporation also covenants to indemnify each of
the Debenture Trustee (including in its individual capacity) and any predecessor
Debenture Trustee (and its officers,  agents,  directors and employees) for, and
to hold it harmless against,  any and all loss,  damage,  claim,  action,  suit,
liability  or expense  including  taxes (other than taxes based on the income of
the Debenture  Trustee) incurred without  negligence or bad faith on the part of
the Debenture Trustee and arising out of or in connection with the acceptance or
administration  of this trust,  including  the costs and  expenses of  defending
itself against any claim of liability.  The obligations of the Corporation under
this Section 6.06 to compensate  and indemnify the Debenture  Trustee and to pay
or reimburse the  Debenture  Trustee for  expenses,  disbursements  and advances
shall constitute additional indebtedness hereunder. Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Debenture  Trustee as such,  except funds held in
trust for the benefit of the holders of particular Securities.

         When the  Debenture  Trustee  incurs  expenses  or renders  services in
connection  with an Event of Default  specified  in  Section  5.01(d) or Section
5.01(e),  the expenses  (including  the  reasonable  charges and expenses of its
counsel)  and the  compensation  for its  services  are  intended to  constitute
expenses of  administration  under any applicable  federal or state  bankruptcy,
insolvency or other similar law.

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

         SECTION 6.07 Officers' Certificate as Evidence.

         Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration  of the provisions of this Indenture the Debenture  Trustee shall
deem it necessary or desirable that a matter be proved or  established  prior to
taking or omitting any action  hereunder,  such matter (unless other evidence in
respect  thereof  is herein  specifically  prescribed)  may,  in the  absence of
negligence  or bad faith on the part of the Debenture  Trustee,  be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Debenture Trustee, and such Officers' Certificate,  in the absence of negligence
or bad faith on the part of the Debenture Trustee, shall be

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<PAGE>



full  warrant to the  Debenture  Trustee  for any action  taken or omitted by it
under the provisions of this Indenture upon the faith thereof.

         SECTION 6.08  Conflicting Interest of Debenture Trustee.

         If  the  Debenture  Trustee  has  or  shall  acquire  any  "conflicting
interest"  within the meaning of Section 310(b) of the Trust  Indenture Act, the
Debenture  Trustee and the  Corporation  shall in all  respects  comply with the
provisions of Section 310(b) of the Trust Indenture Act.

         SECTION 6.09 Eligibility of Debenture Trustee.

         The  Debenture  Trustee  hereunder  shall  at  all  times  be a  Person
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 fifty  million  U.S.  dollars  ($50,000,000)  and subject to
supervision  or  examination  by  federal,  state,  territorial,  or District of
Columbia  authority.  If such Person  publishes  reports of  condition  at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining  authority,  then for the  purposes of this  Section 6.09 the combined
capital and surplus of such Person  shall be deemed to be its  combined  capital
and surplus as set forth in its most recent report of condition so published.

         The  Corporation  may not,  nor may any Person  directly or  indirectly
controlling,  controlled by, or under common control with the Corporation, serve
as Debenture Trustee.

         In case at any time the Debenture Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Debenture Trustee shall
resign immediately in the manner and with the effect specified in Section 6.10.

         SECTION 6.10 Resignation or Removal of Debenture Trustee.

         (a)  The  Debenture  Trustee,  or any  trustee  or  trustees  hereafter
appointed,  may at any time resign by giving written notice of such  resignation
to  the  Corporation  and by  mailing  notice  thereof  to  the  holders  of the
Securities  at their  addresses as they shall  appear on the Security  Register.
Upon  receiving  such notice of  resignation,  the  Corporation  shall  promptly
appoint a successor  trustee or trustees,  in accordance  with the provisions of
Section 6.09, by written instrument,  in duplicate, one copy of which instrument
shall  be  delivered  to the  resigning  Debenture  Trustee  and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted  appointment  within  60 days  after  the  mailing  of such  notice  of
resignation to the affected Securityholders, the resigning Debenture Trustee may
petition any court of competent  jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide holder of a Security for
at least six months may, subject to the provisions of Section 5.09, on behalf of
himself  and all  others  similarly  situated,  petition  any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

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


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<PAGE>



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

                 (2)       the  Debenture  Trustee shall cease to be eligible in
                           accordance  with the  provisions  of Section 6.09 and
                           shall fail to resign after written  request  therefor
                           by the Corporation or by any Securityholder, or

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

then, in any such case,  the  Corporation  may remove the Debenture  Trustee and
appoint a successor trustee,  in accordance with the provisions of Section 6.09,
by written  instrument,  in  duplicate,  one copy of which  instrument  shall be
delivered  to the  Debenture  Trustee so removed  and one copy to the  successor
trustee,  or, subject to the provisions of Section 5.09, any  Securityholder who
has been a bona fide holder of a Security for at least six months may, on behalf
of himself and all others  similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Debenture  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  Debenture  Trustee  and  appoint a
successor trustee.

         (c) The  holders of a majority  in  aggregate  principal  amount of the
Securities at the time outstanding may at any time remove the Debenture  Trustee
and nominate a successor  trustee,  which shall be deemed appointed as successor
trustee unless within 10 days after written  notification of such nomination the
Corporation  objects  thereto,  or if no  successor  trustee  shall have been so
appointed and shall have accepted appointment within 30 days after such removal,
in which case the Debenture Trustee so removed or any  Securityholder,  upon the
terms and  conditions  and otherwise as in  subsection  (a) of this Section 6.10
provided, may petition any court of competent jurisdiction for an appointment of
a successor trustee.

         (d) Any resignation or removal of the Debenture Trustee and appointment
of a successor  trustee  pursuant to any of the  provisions of this Section 6.10
shall become  effective upon acceptance of appointment by the successor  trustee
as provided in Section 6.11.

         SECTION 6.11  Acceptance by Successor Debenture Trustee.

         Any  successor  trustee  appointed  as provided  in Section  6.10 shall
execute,  acknowledge  and  deliver to the  Corporation  and to its  predecessor
trustee an instrument  accepting such appointment  hereunder,  and thereupon the
resignation or removal of the retiring  trustee shall become  effective and such
successor  trustee,  without any further act, deed or  conveyance,  shall become
vested with all the rights,  powers,  duties and  obligations of its predecessor
hereunder,  with like  effect as if  originally  named as trustee  herein;  but,
nevertheless,  on the written  request of the  Corporation  or of the  successor
trustee,  the trustee ceasing to act shall, upon payment of all amounts then due
it pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such

                                      -36-

<PAGE>



successor trustee all the rights and powers of the trustee so ceasing to act and
shall duly assign,  transfer and deliver to such successor  trustee all property
and money held by such  retiring  trustee  thereunder.  Upon request of any such
successor  trustee,  the  Corporation  shall execute any and all  instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee  all  such  rights  and  powers.  Any  trustee  ceasing  to  act  shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the  provisions of Section
6.06.

         No  successor  trustee  shall  accept  appointment  as provided in this
Section 6.11 unless at the time of such acceptance such successor  trustee shall
be  qualified  under the  provisions  of  Section  6.08 and  eligible  under the
provisions of Section 6.09.

         Upon  acceptance of appointment  by a successor  trustee as provided in
this Section 6.11, the  Corporation  shall mail notice of the succession of such
trustee  hereunder to the holders of Securities at their addresses as they shall
appear on the Security  Register.  If the Corporation  fails to mail such notice
within 10 days after the acceptance of appointment by the successor trustee, the
successor  trustee  shall  cause such  notice to be mailed at the expense of the
Corporation.

         SECTION 6.12 Succession by Merger, etc.

         Any Person into which the Debenture  Trustee may be merged or converted
or with which it may be  consolidated,  or any Person resulting from any merger,
conversion or consolidation to which the Debenture  Trustee shall be a party, or
any  Person  succeeding  to all or  substantially  all  of the  corporate  trust
business of the  Debenture  Trustee,  shall be the  successor  of the  Debenture
Trustee  hereunder  without the  execution or filing of any paper or any further
act on the part of any of the parties hereto.

         In case any Securities shall have been  authenticated but not delivered
at the time such successor to the Debenture  Trustee shall succeed to the trusts
created by this Indenture, any such successor to the Debenture Trustee may adopt
the certificate of authentication of any predecessor  trustee,  and deliver such
Securities  so  authenticated;  and in case at that  time any of the  Securities
shall not have been  authenticated,  any successor to the Debenture  Trustee may
authenticate such Securities either in the name of any predecessor  hereunder or
in the name of the successor  trustee;  and in all such cases such  certificates
shall have the full  force  which the  Securities  or this  Indenture  elsewhere
provides that the  certificate  of the Debenture  Trustee shall have;  provided,
however,  that the  right to adopt  the  certificate  of  authentication  of any
predecessor  Debenture  Trustee or  authenticate  Securities  in the name of any
predecessor Debenture Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

         SECTION 6.13 Limitation on Rights of Debenture Trustee as a Creditor.

         The  Debenture  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 Debenture Trustee who has resigned or been removed
shall be  subject  to Section  311(a) of the Trust  Indenture  Act to the extent
included therein.


                                      -37-

<PAGE>



         SECTION 6.14 Authenticating Agents.

         There  may  be one  or  more  Authenticating  Agents  appointed  by the
Debenture  Trustee upon the request of the Corporation  with power to act on the
Debenture  Trustee's behalf and subject to the Debenture  Trustee's direction in
the  authentication  and delivery of Securities issued upon exchange or transfer
thereof as fully to all intents and  purposes as though any such  Authenticating
Agent had been  expressly  authorized to  authenticate  and deliver  Securities;
provided,  however,  that the  Debenture  Trustee shall have no liability to the
Corporation for any acts or omissions of the  Authenticating  Agent with respect
to the authentication and delivery of Securities.  Any such Authenticating Agent
shall at all times be a Person  organized and doing  business  under the laws of
the United  States or of any state or  territory  thereof or of the  District of
Columbia  authorized under such laws to act as  Authenticating  Agent,  having a
combined  capital  and  surplus  of at least  $5,000,000  and being  subject  to
supervision  or  examination  by  federal,  state,  territorial  or  District of
Columbia  authority.  If such Person  publishes  reports of  condition  at least
annually  pursuant to law or the  requirements of such  authority,  then for the
purposes of this Section  6.14 the  combined  capital and surplus of such Person
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign  immediately in the manner and with the effect herein  specified in
this Section.


         Any Person into which any Authenticating Agent may be merged, converted
or with which it may be consolidated, or any Person resulting from any merger or
consolidation to which any Authenticating  Agent shall be a party, or any Person
succeeding to the corporate trust business of any Authenticating Agent, shall be
the successor of such Authenticating  Agent hereunder,  if such successor Person
is otherwise eligible under this Section 6.14 without the execution or filing of
any  paper  or any  further  act on the  part  of the  parties  hereto  or  such
Authenticating Agent.

         Any  Authenticating  Agent may at any time  resign  by  giving  written
notice of  resignation  to the  Debenture  Trustee and to the  Corporation.  The
Debenture  Trustee may at any time  terminate  the agency of any  Authenticating
Agent by giving written notice of termination to such  Authenticating  Agent and
to the  Corporation.  Upon receiving such a notice of resignation or upon such a
termination,  or in case at any time any Authenticating  Agent shall cease to be
eligible  under this  Section  6.14,  the  Debenture  Trustee  may, and upon the
request of the Corporation  shall,  promptly appoint a successor  Authenticating
Agent  eligible  under this  Section  6.14,  shall give  written  notice of such
appointment to the Corporation and shall mail notice of such  appointment to all
Securityholders  as the  names  and  addresses  of such  holders  appear  on the
Security  Register.  Any successor  Authenticating  Agent upon acceptance of its
appointment  hereunder shall become vested with all rights,  powers,  duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent herein.

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




                                      -38-

<PAGE>

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.01 Action by Securityholders.

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

         If the Corporation shall solicit from the  Securityholders any request,
demand,  authorization,  direction, notice, consent, waiver or other action, the
Corporation 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 Corporation 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  Securities  have
authorized  or agreed  or  consented  to such  request,  demand,  authorization,
direction,  notice,  consent,  waiver or other action,  and for that purpose the
outstanding  Securities  shall be  computed  as of the  record  date;  provided,
however,   that  no  such   authorization,   agreement   or   consent   by  such
Securityholders  on the record  date shall be deemed  effective  unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

         SECTION 7.02 Proof of Execution by Securityholders.

         Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a  Securityholder  or his agent or proxy shall be
sufficient if made in accordance with such  reasonable  rules and regulations as
may be  prescribed  by the  Debenture  Trustee  or in such  manner  as  shall be
satisfactory  to the Debenture  Trustee.  The  ownership of Securities  shall be
proved by the Security  Register or by a certificate  of the security  registrar
for the Securities.  The Debenture  Trustee may require such additional proof of
any matter referred to in this Section 7.02 as it shall deem necessary.

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

         SECTION 7.03  Who Are Deemed Absolute Owners.

         Prior to due presentment for  registration of transfer of any Security,
the Corporation,  the Debenture Trustee,  any  Authenticating  Agent, any paying
agent, any transfer agent and any security registrar for the Securities may deem
the person in whose name such Security shall be registered

                                      -39-

<PAGE>



upon the  Security  Register  to be, and may treat him or her as,  the  absolute
owner of such Security  (whether or not such Security  shall be overdue) for the
purpose of receiving  payment of or on account of the  principal of and premium,
if any,  and  (subject to Section  2.06)  interest on such  Security and for all
other purposes;  and neither the  Corporation nor the Debenture  Trustee nor any
Authenticating  Agent  nor any  paying  agent  nor any  transfer  agent  nor any
security  registrar  for the  Securities  shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being or upon his
or her  order  shall be valid  and,  to the  extent  of the sum or sums so paid,
effectual to satisfy and discharge  the  liability  for moneys  payable upon any
such Security.

         SECTION 7.04  Securities Owned by Corporation Deemed Not Outstanding.

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

         SECTION 7.05  Revocation of Consents; Future Holders Bound.

         At any time prior to (but not after) the  evidencing  to the  Debenture
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate  principal amount of the Securities  specified in
this Indenture in connection with such action,  any holder of a Security (or any
Security  issued  in whole or in part in  exchange  or  substitution  therefor),
subject to Section 7.01,  the serial number of which is shown by the evidence to
be included in the group of  Securities  the holders of which have  consented to
such action,  may, by filing  written  notice with the Debenture  Trustee at its
principal  office and upon proof of holding as provided in Section 7.02,  revoke
such  action  so far as  concerns  such  Security  (or  so far as  concerns  the
principal amount represented by any exchanged or substituted  Security).  Except
as  aforesaid,  any such  action  taken by the holder of any  Security  shall be
conclusive  and binding upon such holder and upon all future  holders and owners
of such  Security,  and of any  Security  issued  in  exchange  or  substitution
therefor,  irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange or substitution therefor.




                                      -40-

<PAGE>

                                  ARTICLE VIII
                           MEETINGS OF SECURITYHOLDERS


         SECTION 8.01 Purposes of Meetings.

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

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

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

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

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

         SECTION 8.02 Call of Meetings by Debenture Trustee.

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

         SECTION 8.03 Call of Meetings by Corporation or Securityholders.

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

         SECTION 8.04 Qualifications for Voting.

         To be  entitled  to vote at any  meeting of  Securityholders,  a Person
shall be (a) a holder of one or more Securities or (b) a Person  appointed by an
instrument in writing as proxy by a holder of one or more  Securities.  The only
Persons  who shall be  entitled  to be  present  or to speak at any  meeting  of
Securityholders  shall be the Persons entitled to vote at such meeting and their
counsel and any

                                      -41-

<PAGE>



representatives of the Debenture Trustee and its counsel and any representatives
of the Corporation and its counsel.

         SECTION 8.05  Regulations.

         Notwithstanding  any other provisions of this Indenture,  the Debenture
Trustee may make such  reasonable  regulations  as it may deem advisable for any
meeting of Securityholders,  in regard to proof of the holding of Securities and
of the  appointment of proxies,  and in regard to the  appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other  evidence  of the right to vote,  and such other  matters  concerning  the
conduct of the meeting as it shall think fit provided that such  regulations are
provided to the Company and  Securityholders at least ten days prior to the date
of the meeting.

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

         Subject to the  provisions  of Section 8.04, at any meeting each holder
of  Securities or proxy  therefor  shall be entitled to one vote for each $1,000
principal  amount of Securities  held or  represented  by him or her;  provided,
however,  that no vote shall be cast or counted at any meeting in respect of any
Security  challenged as not outstanding and ruled by the chairman of the meeting
to be not  outstanding.  The chairman of the meeting shall have no right to vote
other  than by virtue of  Securities  held by him or  instruments  in writing as
aforesaid  duly  designating  him as the  person  to vote  on  behalf  of  other
Securityholders.  Any meeting of  Securityholders  duly  called  pursuant to the
provisions  of  Section  8.02 or 8.03 may be  adjourned  from  time to time by a
majority of those present,  and the meeting may be held as so adjourned  without
further notice.

         SECTION 8.06  Voting.

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

                                      -42-

<PAGE>


                                   ARTICLE IX
                                   AMENDMENTS

         SECTION 9.01 Without Consent of Securityholders.

         The Corporation and the Debenture  Trustee may from time to time and at
any time amend this Indenture,  without the consent of the Securityholders,  for
one or more of the following purposes:

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

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

         (c)      to provide for the issuance under this Indenture of Securities
                  in  coupon  form  (including  Securities   registrable  as  to
                  principal  only) and to provide  for  exchangeability  of such
                  Securities  with  the  Securities  issued  hereunder  in fully
                  registered form and to make all  appropriate  changes for such
                  purpose;

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

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

         (f)      to make  provision  for  transfer  procedures,  certification,
                  book-entry  provisions,  the  form  of  restricted  securities
                  legends,  if any,  to be placed on  Securities,  and all other
                  matters  required   pursuant  to  Section  2.07  or  otherwise
                  necessary,  desirable or  appropriate  in connection  with the
                  issuance of Securities to holders of Capital Securities in the
                  event of a distribution of Securities by the Trust following a
                  Dissolution  Event,  provided  that any such action  shall not
                  materially  adversely  affect the  interests of the holders of
                  the Securities;

                                      -43-

<PAGE>



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

         (h)      to make any change that does not  adversely  affect the rights
                  of any Securityholder in any material respect.

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

         Any amendment to this  Indenture  authorized by the  provisions of this
Section  9.01 may be  executed  by the  Corporation  and the  Debenture  Trustee
without  the  consent  of the  holders  of any of  the  Securities  at the  time
outstanding, notwithstanding any of the provisions of Section 9.02.

         SECTION 9.02 With Consent of Securityholders.

         With the consent (evidenced as provided in Section 7.01) of the holders
of a  majority  in  aggregate  principal  amount of the  Securities  at the time
outstanding,  the Corporation,  when authorized by a Board  Resolution,  and the
Debenture Trustee may from time to time and at any time amend this Indenture for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the holders of the  Securities;  provided,  however,  that no such  amendment
shall,  without the consent of the holders of each Security then outstanding and
affected  thereby (i) change the Maturity  Date of any  Security,  or reduce the
rate or extend the time of payment of interest  thereon  (except as contemplated
by  Article  XVI),  or reduce  the  principal  amount  thereof,  or  change  any
prepayment provisions,  or make the principal thereof or any interest or premium
thereon  payable in any coin or currency other than U.S.  dollars,  or impair or
affect the right of any Securityholder to institute suit for payment thereof, or
(ii) reduce the  aforesaid  percentage of  Securities,  the holders of which are
required to consent to any such amendment to the Indenture;  provided,  however,
that if the  Securities  are held by the  Trust,  such  amendment  shall  not be
effective  until  the  holders  of a  majority  in  liquidation  amount of Trust
Securities shall have consented to such amendment;  provided,  further,  that if
the  consent  of the  holder of each  outstanding  Security  is  required,  such
amendment shall not be effective until each holder of the Trust Securities shall
have consented to such amendment.

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

         Promptly  after the  execution  by the  Corporation  and the  Debenture
Trustee  of any  supplemental  indenture  pursuant  to the  provisions  of  this
Section, the Debenture Trustee shall

                                      -44-

<PAGE>



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

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

         SECTION  9.03   Compliance   with  Trust   Indenture  Act;   Effect  of
                         Supplemental Indentures.

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

         SECTION 9.04 Notation on Securities.

         Securities  authenticated  and  delivered  after the  execution  of any
supplemental  indenture pursuant to the provisions of this Article IX may bear a
notation in form approved by the Debenture Trustee as to any matter provided for
in such  supplemental  indenture.  If the  Corporation or the Debenture  Trustee
shall so determine,  new Securities so modified as to conform, in the opinion of
the Debenture  Trustee and the Board of Directors,  to any  modification of this
Indenture  contained  in any such  supplemental  indenture  may be prepared  and
executed  by the  Corporation,  authenticated  by the  Debenture  Trustee or the
Authenticating   Agent  and  delivered  in  exchange  for  the  Securities  then
outstanding.

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

         The Debenture  Trustee,  subject to the provisions of Sections 6.01 and
6.02,  may  receive  an  Officers'  Certificate  and an  Opinion  of  Counsel as
conclusive  evidence that any supplemental  indenture  executed  pursuant hereto
complies with the requirements of this Article IX.


                                    ARTICLE X
           CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE

         SECTION 10.01  Corporation May Consolidate, etc., on Certain Terms.

         Nothing  contained in this Indenture or in any of the Securities  shall
prevent any  consolidation  or merger of the Corporation  with or into any other
Person (whether or not affiliated with the

                                      -45-

<PAGE>



Corporation,  as the case may be), or  successive  consolidations  or mergers in
which the Corporation or its successor or successors,  as the case may be, shall
be a party or parties, or shall prevent any sale, conveyance,  transfer or lease
of the property of the  Corporation,  or its successor or successors as the case
may be, as an entirety,  or  substantially  as an entirety,  to any other Person
(whether or not affiliated with the Corporation, or its successor or successors,
as the case may be) authorized to acquire and operate the same;  provided,  that
(a)  the  Corporation  is the  surviving  Person,  or the  Person  formed  by or
surviving any such consolidation or merger (if other than the Corporation) or to
which such sale,  conveyance,  transfer or lease of property is made is a Person
organized and existing  under the laws of the United States or any State thereof
or the District of Columbia,  and (b) if the  Corporation  is not the  surviving
Person,  upon any such  consolidation,  merger,  sale,  conveyance,  transfer or
lease,  the due and punctual  payment of the principal of (and premium,  if any)
and interest on the Securities according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
to be kept or performed  by the  Corporation  shall be expressly  assumed by the
surviving  Person,  by  supplemental  indenture  (which  shall  conform  to  the
provisions of the Trust Indenture Act as then in effect) satisfactory in form to
the Debenture  Trustee  executed and  delivered to the Debenture  Trustee by the
Person formed by such  consolidation,  or into which the Corporation  shall have
been merged,  or by the Person which shall have acquired such  property,  as the
case may be, and (c) after giving effect to such  consolidation,  merger,  sale,
conveyance,  transfer  or lease,  no  Default  or Event of  Default  shall  have
occurred and be continuing.

         SECTION 10.02 Successor Person to be Substituted for Corporation.

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


                                      -46-

<PAGE>



         SECTION 10.03 Opinion of Counsel to be Given Debenture Trustee.

         The Debenture  Trustee,  subject to the provisions of Sections 6.01 and
6.02,  may  receive  an  Opinion of  Counsel  as  conclusive  evidence  that any
consolidation,  merger, sale, conveyance, transfer or lease, and any assumption,
permitted  or  required  by the  terms  of this  Article  X  complies  with  the
provisions of this Article X.

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 11.01 Discharge of Indenture.

         When (a) the  Corporation  shall deliver to the  Debenture  Trustee for
cancellation all Securities theretofore authenticated (other than any Securities
which  shall  have been  destroyed,  lost or stolen  and which  shall  have been
replaced as provided in Section 2.08) and not theretofore  canceled,  or (b) all
the Securities not  theretofore  canceled or delivered to the Debenture  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 prepayment within
one year under arrangements satisfactory to the Debenture Trustee for the giving
of notice of prepayment,  and the  Corporation  shall deposit with the Debenture
Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the
Maturity  Date  or  upon  prepayment  all  of the  Securities  (other  than  any
Securities which shall have been destroyed,  lost or stolen and which shall have
been replaced as provided in Section 2.08) not theretofore canceled or delivered
to the Debenture Trustee for cancellation,  including principal (and premium, if
any) and interest  (including  Compounded  Interest and Additional Sums, if any)
and  Liquidated  Damages,  if any, due or to become due to the Maturity  Date or
prepayment date, as the case may be, but excluding,  however,  the amount of any
moneys  for the  payment  of  principal  of (or  premium,  if  any) or  interest
(including  Compounded  Interest  and  Additional  Sums,  if any) or  Liquidated
Damages,  if any, on the Securities (1) theretofore repaid to the Corporation in
accordance  with the provisions of Section 11.04, or (2) paid to any State or to
the District of Columbia pursuant to its unclaimed property or similar laws, and
if, in either case the Corporation  shall also pay or cause to be paid all other
sums payable hereunder by the Corporation, then this Indenture shall cease to be
of further effect except for the provisions of Sections 2.02,  2.07, 2.08, 3.01,
3.02,  3.04,  6.06,  6.10 and 11.04  hereof,  which  shall  survive  until  such
Securities shall mature and be paid.  Thereafter,  Sections 6.06, 6.10 and 11.04
shall  survive,  and  the  Debenture  Trustee,  on  demand  of  the  Corporation
accompanied  by any Officers'  Certificate  and an Opinion of Counsel and at the
cost  and  expense  of  the  Corporation,   shall  execute  proper   instruments
acknowledging  satisfaction of and discharging this Indenture;  the Corporation,
however,  hereby  agrees to  reimburse  the  Debenture  Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Debenture Trustee in
connection with this Indenture or the Securities.

         SECTION 11.02 Deposited  Moneys and U.S.  Government  Obligations to be
                       Held in Trust by Debenture Trustee.

         Subject  to the  provisions  of  Section  11.04,  all  moneys  and U.S.
Government Obligations deposited with the Debenture Trustee pursuant to Sections
11.01 or 11.05 shall be held in trust and applied by it to the  payment,  either
directly or through any paying agent (including the Corporation if acting as its
own paying agent),  to the holders of the particular  Securities for the payment
of which

                                      -47-

<PAGE>



such  moneys  or U.S.  Government  Obligations  have  been  deposited  with  the
Debenture  Trustee,  of all sums due and to become due  thereon  for  principal,
premium, if any, and interest.

         The Corporation  shall pay and indemnify the Debenture  Trustee against
any  tax,  fee  or  other  charge  imposed  on  or  assessed  against  the  U.S.
Governmental  Obligations  deposited  pursuant to Section 11.05 or the principal
and interest  received in respect  thereof other than any such tax, fee or other
charge which by law is for the account of the holders of outstanding Securities.

         SECTION 11.03  Paying Agent to Repay Moneys Held.

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

         SECTION 11.04 Return of Unclaimed Moneys.

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

         SECTION  11.05  Defeasance  Upon  Deposit of Moneys or U.S.  Government
                         Obligations.

         The  Corporation  shall be deemed to have been  Discharged  (as defined
below) from its obligations with respect to the Securities on the 91st day after
the applicable conditions set forth below have been satisfied:

         (a)      the Corporation shall have deposited or caused to be deposited
                  irrevocably with the Debenture Trustee or the Defeasance Agent
                  (as  defined  below)  as trust  funds in  trust,  specifically
                  pledged as security for, and dedicated  solely to, the benefit
                  of the holders of the  Securities  (i) money in an amount,  or
                  (ii) U.S. Government  Obligations which through the payment of
                  interest and principal in respect  thereof in accordance  with
                  their  terms will  provide,  not later than one day before the
                  due  date of any  payment,  money  in an  amount,  or  (iii) a
                  combination of (i) and (ii), sufficient,  in the opinion (with
                  respect to (ii) and (iii)) of a nationally  recognized firm of
                  independent   public   accountants   expressed  in  a  written
                  certification  thereof  delivered to the Debenture Trustee and
                  the  Defeasance  Agent,  if  any,  to pay and  discharge  each
                  installment  of principal  of and interest on and premium,  if
                  any,  and  Liquidated  Damages,  if  any,  in  respect  of the
                  outstanding  Securities  on the  dates  such  installments  of
                  principal and interest (and  premium,  if any) and  Liquidated
                  Damages, if any, are due;


                                      -48-

<PAGE>



         (b)      if the Securities  are then listed on any national  securities
                  exchange,   the  Corporation   shall  have  delivered  to  the
                  Debenture Trustee and the Defeasance Agent, if any, an Opinion
                  of Counsel to the effect that the exercise of the option under
                  this  Section  11.05  would not cause  such  Securities  to be
                  delisted from such exchange;

         (c)      no Default or Event of Default with respect to the  Securities
                  shall  have  occurred  and be  continuing  on the date of such
                  deposit; and

         (d)      the Corporation  shall have delivered to the Debenture Trustee
                  and the Defeasance Agent, if any, an Opinion of Counsel to the
                  effect  that  holders  of the  Securities  will not  recognize
                  income,  gain or loss for  United  States  federal  income tax
                  purposes as a result of the  exercise of the option under this
                  Section  11.05 and will be  subject to United  States  federal
                  income tax on the same  amount  and in the same  manner and at
                  the same times as would have been the case if such  option had
                  not been exercised.

         "Discharged"  means that the  Corporation  shall be deemed to have paid
and discharged the entire  indebtedness  represented by, and obligations  under,
the Securities and to have  satisfied all the  obligations  under this Indenture
relating to the  Securities  (and the Debenture  Trustee,  at the expense of the
Corporation,  shall execute proper instruments  acknowledging the same),  except
(1) the  rights of  holders  of  Securities  to  receive,  from the  trust  fund
described in clause (a) above,  payment of the principal of and the interest and
premium,  if any, and Liquidated  Damages,  if any, on the Securities  when such
payments  are  due;  (2)  the  Corporation's  obligations  with  respect  to the
Securities  under  Sections  2.07,  2.08,  5.02 and 11.04;  and (3) the  rights,
powers, trusts, duties and immunities of the Debenture Trustee hereunder.

         "Defeasance  Agent"  means  another  financial   institution  which  is
eligible to act as  Debenture  Trustee  hereunder  and which  assumes all of the
obligations of the Debenture  Trustee  necessary to enable the Debenture Trustee
to act hereunder.  In the event such a Defeasance Agent is appointed pursuant to
this Section, the following conditions shall apply:

         (1)      the  Debenture  Trustee  shall have  approval  rights over the
                  document  appointing  such  Defeasance  Agent and the document
                  setting   forth   such    Defeasance    Agent's   rights   and
                  responsibilities; and

         (2)      the  Defeasance  Agent  shall  provide   verification  to  the
                  Debenture  Trustee  acknowledging  receipt of sufficient money
                  and/or  U.S.  Government  Obligations  to meet the  applicable
                  conditions set forth in this Section 11.05.


                                   ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         SECTION 12.01  Indenture and Securities Solely Corporate Obligations.

         No recourse for the payment of the principal of or premium,  if any, or
interest  (including  Compounded  Interest  and  Additional  Sums,  if  any)  or
Liquidated Damages,  if any, on any Security,  or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any

                                      -49-

<PAGE>



obligation,  covenant or agreement of the Corporation in this  Indenture,  or in
any  Security,  or  because  of the  creation  of any  indebtedness  represented
thereby, shall be had against any incorporator,  stockholder,  employee, officer
or director,  as such,  past,  present or future,  of the  Corporation or of any
successor Person to the Corporation,  either directly or through the Corporation
or  any  successor  Person  to  the  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  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 Securities
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 Securities
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 Securities.



                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         SECTION 13.01  Successors.

         All of the  covenants,  stipulations,  promises and  agreements  of the
Corporation  contained  in this  Indenture  shall  also  bind the  Corporation's
successors and assigns whether so expressed or not.

         SECTION 13.02  Official Acts by Successor Corporation.

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

         SECTION 13.03 Surrender of Corporation Powers.

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

         SECTION 13.04 Addresses for Notices, etc.

         Any  notice or  demand  which by any  provision  of this  Indenture  is
required or permitted to be given or served by the  Debenture  Trustee or by the
holders  of  Securities  on the  Corporation  may be  given or  served  by being
deposited postage prepaid by first class mail, registered or certified mail,

                                      -50-

<PAGE>



overnight courier service or conformed telecopy addressed (until another address
is filed by the  Corporation  with the  Debenture  Trustee  for the  purpose) to
Cascade Financial Corporation at 2828 Colby Avenue,  Everett,  Washington 98201,
Attention: Chief Financial Officer. Any notice, direction,  request or demand by
any Securityholder to or upon the Debenture Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
office of Wilmington  Trust  Company at Rodney  Square North,  1100 North Market
Street,   Wilmington,   Delaware   19890-0001,    Attention:   Corporate   Trust
Administration  (unless another address is provided by the Debenture  Trustee to
the  Corporation  for  such  purpose).   Any  notice  or   communication   to  a
Securityholder  shall be mailed by first class mail to his or her address  shown
on the Security  Register  kept by the security  registrar  for the  Securities.
Notices  required  to be given to the  Debenture  Trustee or the  Authenticating
Agent shall be in writing,  personally  delivered or mailed first class  postage
prepaid  to  each of the  foregoing,  or at  such  other  address  as  shall  be
designated by written notice to the other parties.

         SECTION 13.05 Governing Law.

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

         SECTION 13.06 Evidence of Compliance with Conditions Precedent.

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

         Each  certificate  or  opinion  provided  for  in  this  Indenture  and
delivered to the Debenture  Trustee with respect to compliance  with a condition
or  covenant  provided  for in this  Indenture  (except  certificates  delivered
pursuant to Section 3.05) shall  include (1) a statement  that the Person making
such  certificate  or opinion has read such covenant or  condition;  (2) a brief
statement as to the nature and scope of the  examination or  investigation  upon
which the  statements or opinions  contained in such  certificate or opinion are
based;  (3) a statement  that,  in the opinion of such Person,  he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         SECTION 13.07 Business Days.

         In any case where the date of payment of principal  of (or premium,  if
any) or interest on the  Securities  is not a Business  Day, the payment of such
principal of (or premium, if any) or interest on the Securities will not be made
on such date but will be made on the next  succeeding  Business  Day,  except if
such Business Day is in the next succeeding  calendar year, such payment will be
made

                                      -51-

<PAGE>



on the immediately  preceding Business Day, with the same force and effect as if
made on the  original  date of  payment,  and no interest  shall  accrue for the
period from and after such date.

         SECTION 13.08  Trust Indenture Act to Control.

         If and to the  extent  that any  provision  of this  Indenture  limits,
qualifies  or  conflicts  with  the  duties  imposed  by  Sections  310 to  318,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         SECTION 13.09 Table of Contents, Headings, etc.

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

         SECTION 13.10 Execution in Counterparts.

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

         SECTION 13.11  Separability.

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

         SECTION 13.12  Assignment.

         The  Corporation  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  Corporation,  provided that, in the event of any
such assignment,  the Corporation  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 thereto.

         SECTION 13.13 Acknowledgment of Rights.

         The Corporation  acknowledges that, with respect to any Securities held
by the Trust or a trustee of such Trust,  if the Property  Trustee of such Trust
fails to enforce its rights under this Indenture as the holder of the Securities
held as the assets of the Trust, any holder of Capital  Securities may institute
legal proceedings,  subject to Section 5.09, directly against the Corporation 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
Corporation  to pay  principal  of (or  premium,  if  any)  or  interest  on the
Securities when

                                      -52-

<PAGE>



due,  the  Corporation  acknowledges  that a holder of  Capital  Securities  may
directly institute a proceeding for enforcement of payment to such holder of the
principal  of (or  premium,  if any) or  interest  on the  Securities  having an
aggregate  principal  amount equal to the  aggregate  liquidation  amount of the
Capital  Securities of such holder on or after the respective due date specified
in the Securities.

         SECTION 13.14  Benefit of Indenture

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


                                   ARTICLE XIV
                            PREPAYMENT OF SECURITIES

         SECTION 14.01  Special Event Prepayment.

         If, prior to the Initial Optional  Redemption Date, a Special Event has
occurred and is continuing, then notwithstanding Section 14.02(a) but subject to
Section  14.02(c),  the Corporation  shall have the right, at any time within 90
days following the  occurrence of such Special Event,  upon (i) not less than 45
days' written notice to the Debenture Trustee and (ii) not less than 30 days nor
more  than 60  days'  written  notice  to the  Securityholders,  to  prepay  the
Securities,  in whole (but not in part), at the Special Event Prepayment  Price.
Following  a  Special  Event,  the  Corporation  shall  take  such  action as is
necessary to promptly  determine the Special Event Prepayment Price,  including,
without  limitation,  the  appointment of a Quotation  Agent.  The Special Event
Prepayment  Price shall be paid prior to 12:00 noon,  New York City time, on the
date of such  prepayment  or such  earlier time as the  Corporation  determines,
provided that the Corporation shall deposit with the Debenture Trustee an amount
sufficient to pay the Special  Event  Prepayment  Price by 10:00 a.m.,  New York
City time, on the date such Special Event Prepayment Price is to be paid.

         SECTION 14.02 Optional Prepayment by Corporation.

         (a) Subject to Sections  14.02(b) and (c), the  Corporation  shall have
the right to prepay the Securities, in whole or in part, at any time on or after
the Initial  Optional  Redemption  Date, upon (i) not more than 45 days' written
notice to the Debenture Trustee and (ii) not less than 30 days and not more than
60 days' written notice to the  Securityholders,  at the  prepayment  prices set
forth below plus, in each case,  accrued and unpaid interest thereon  (including
Compounded  Interest and  Additional  Sums,  if any) to the  applicable  date of
prepayment  (the "Optional  Prepayment  Price"),  if prepaid during the 12-month
period beginning March 1st of the years indicated below.

                                      -53-

<PAGE>





Year                            Percentage of Principal
----                            -----------------------
2010                                    105.500%
2011                                    104.950%
2012                                    104.400%
2013                                    103.850%
2014                                    103.300%
2015                                    102.750%
2016                                    102.200%
2017                                    101.650%
2018                                    101.100%
2019                                    100.550%
2020 and thereafter                     100.000%

         If the Securities are only partially  prepaid  pursuant to this Section
14.02,  the  Securities  to be prepaid shall be selected on a pro rata basis not
more than 60 days prior to the date fixed for  prepayment  from the  outstanding
Securities not previously called for prepayment;  provided,  however,  that with
respect to  Securityholders  that would be required to hold  Securities  with an
aggregate  principal  amount of less than  $100,000  but more than an  aggregate
principal  amount  of  zero  as a  result  of  such  pro  rata  prepayment,  the
Corporation  shall prepay  Securities of each such  Securityholder so that after
such  prepayment  such  Securityholder  shall  hold  Securities  either  with an
aggregate principal amount of at least $100,000 or such Securityholder no longer
holds any Securities, and shall use such method (including,  without limitation,
by lot) as the Corporation shall deem fair and appropriate;  provided,  further,
that any such  proration  may be made on the  basis of the  aggregate  principal
amount of Securities held by each  Securityholder and may be made by making such
adjustments  as the  Corporation  deems fair and  appropriate in order that only
Securities in  denominations  of $1,000 or integral  multiples  thereof shall be
prepaid.  The  Optional  Prepayment  Price shall be paid prior to 12:00 noon New
York City time,  on the date of such  prepayment  or at such earlier time as the
Corporation  determines,  provided that the  Corporation  shall deposit with the
Debenture Trustee an amount  sufficient to pay the Optional  Prepayment Price by
10:00 a.m., New York City time, on the date such Optional Prepayment Price is to
be paid.

         (b)  Notwithstanding  the first sentence of Section 14.02(a),  upon the
entry  of an  order  for  dissolution  of the  Trust  by a  court  of  competent
jurisdiction,  the Securities thereafter will be subject to optional prepayment,
in whole  only,  but not in part,  on or after the Initial  Optional  Redemption
Date, at the applicable  Optional  Prepayment  Price and otherwise in accordance
with this Article XIV.

         (c) Any  prepayment of Securities  pursuant to Section 14.01 or Section
14.02  shall  be  subject  to the  Corporation  obtaining  any and all  required
regulatory approvals.

         SECTION 14.03  No Sinking Fund.

         The Securities are not entitled to the benefit of any sinking fund.


                                      -54-

<PAGE>



         SECTION 14.04 Notice of Prepayment; Selection of Securities.

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

         Each such notice of  prepayment  shall  specify the CUSIP number of the
Securities to be prepaid, the date fixed for prepayment, the Prepayment Price at
which the Securities  are to be prepaid (or the method by which such  Prepayment
Price is to be calculated), the place or places of payment where payment will be
made upon presentation and surrender of the Securities, that interest accrued to
the date fixed for prepayment will be paid as specified in said notice, and that
on and after said date interest thereon or on the portions thereof to be prepaid
will cease to accrue.  If less than all the  Securities  are to be prepaid,  the
notice of prepayment  shall specify the numbers of the Securities to be prepaid.
In case any  Security  is to be prepaid in part only,  the notice of  prepayment
shall state the portion of the principal  amount thereof to be prepaid and shall
state that on and after the date fixed for  prepayment,  upon  surrender of such
Security,  a new Security or Securities in principal amount equal to the portion
thereof that has not been prepaid will be issued.

         By 10:00 a.m., New York City time, on the prepayment  date specified in
the notice of prepayment given as provided in this Section, the Corporation will
deposit with the  Debenture  Trustee or with one or more paying agents an amount
of money  sufficient  to prepay on the  prepayment  date all the  Securities  so
called for prepayment at the Prepayment Price .

         SECTION 14.05 Payment of Securities Called for Prepayment.

         If notice of  prepayment  has been given as provided in Section  14.04,
the  Securities or portions of Securities  with respect to which such notice has
been given  shall  become due and payable on the date and at the place or places
stated in such notice at the Prepayment  Price (subject to the rights of holders
of Securities at the close of business on a regular record date in respect of an
Interest  Payment Date occurring on or prior to the prepayment  date) and on and
after said date  (unless the  Corporation  shall  default in the payment of such
Securities at the Prepayment Price) interest (including  Compounded Interest and
Additional  Sums, if any) and Liquidated  Damages,  if any, on the Securities or
portions  of  Securities  so called for  prepayment  shall  cease to accrue.  On
presentation and surrender of such Securities at a place of payment specified in
said notice, the said Securities or the specified portions thereof shall be paid
and prepaid by the Corporation at the applicable  Prepayment Price,  (subject to
the rights of holders of Securities on the close of business on a regular record
date in  respect  of an  Interest  Payment  Date  occurring  on or  prior to the
prepayment date).

         Upon presentation of any Security prepaid in part only, the Corporation
shall execute and the Debenture  Trustee shall  authenticate  and make available
for delivery to the holder thereof, at the

                                      -55-

<PAGE>



expense  of  the  Corporation,  a  new  Security  or  Securities  of  authorized
denominations,  in  principal  amount  equal to the  portion of the  Security so
presented that has not been prepaid.


                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

         SECTION 15.01 Agreement to Subordinate.

         The  Corporation  covenants  and agrees,  and each holder of Securities
issued  hereunder  likewise  covenants and agrees,  that the Securities shall be
issued  subject to the  provisions  of this  Article  XV;  and each  holder of a
Security,  whether upon original  issue or upon transfer or assignment  thereof,
accepts and agrees to be bound by such provisions.

         The payment by the  Corporation of the principal of,  premium,  if any,
and interest  (including  Compounded  Interest and Additional  Sums, if any) and
Liquidated  Damages,  if any, on all Securities  issued  hereunder shall, to the
extent and in the manner  hereinafter set forth, be subordinated  and subject in
right of payment to the prior payment in full of all Allocable  Amounts then due
and payable in respect of Senior  Indebtedness,  whether outstanding at the date
of this Indenture or thereafter incurred.

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

         SECTION 15.02 Default on Senior Indebtedness.

         In  the  event  and  during  the  continuation  of any  default  by the
Corporation in the payment of principal,  premium, interest or any other payment
due on any Senior Indebtedness,  or in the event that the maturity of any Senior
Indebtedness has been accelerated because of a default and such acceleration has
not been  rescinded or canceled,  then, in either case, no payment shall be made
by the Corporation with respect to the principal (including prepayment payments)
of (or  premium,  if any) or interest on the  Securities  (including  Compounded
Interest and  Additional  Sums, if any, and Liquidated  Damages,  if any, or any
other amounts which may be due on the Securities pursuant to the terms hereof or
thereof).

         In the event of the  acceleration  of the  maturity of the  Securities,
then no payment shall be made by the  Corporation  with respect to the principal
(including  prepayment  payments)  of (or  premium,  if any) or  interest on the
Securities  (including  Compounded  Interest and  Additional  Sums,  if any, and
Liquidated  Damages,  if  any,  or any  other  amounts  which  may be due on the
Securities  pursuant to the terms  hereof or  thereof)  until the holders of all
Senior  Indebtedness  outstanding at the time of such acceleration shall receive
payment,  in full, of all Allocable  Amounts due on or in respect of such Senior
Indebtedness (including any amounts due upon acceleration).

         In the event  that,  notwithstanding  the  foregoing,  any  payment  is
received by the Debenture Trustee, or any  Securityholder,  when such payment is
prohibited by the preceding paragraphs of this Section 15.02, such payment shall
be held in trust for the benefit of, and shall be paid over or  delivered by the
Debenture Trustee (if the notice requested by Section 15.06 has been received by

                                      -56-

<PAGE>



the  Debenture  Trustee)  or by any  Securityholder,  to the  holders  of Senior
Indebtedness or their respective representatives,  or to the trustee or trustees
under any indenture  pursuant to which any of such Senior  Indebtedness may have
been issued, as their respective interests may appear, but only to the extent of
the Allocable  Amounts in respect of such Senior  Indebtedness and to the extent
that  the  holders  of the  Senior  Indebtedness  (or  their  representative  or
representatives  or a trustee) notify the Debenture Trustee in writing within 90
days of such payment of the Allocable  Amounts then due and owing on such Senior
Indebtedness,  and only the  Allocable  Amounts  specified in such notice to the
Debenture Trustee shall be paid to the holders of such Senior Indebtedness.

         SECTION 15.03  Liquidation; Dissolution; Bankruptcy.

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

         In the event  that,  notwithstanding  the  foregoing,  any  payment  or
distribution of assets of the Corporation of any kind or character prohibited by
the foregoing, whether in cash, property or securities, shall be received by the
Debenture Trustee,  or any  Securityholder,  before the Allocable Amounts of all
Senior  Indebtedness  is paid in full,  or provision is made for such payment in
money in accordance with its terms,  such payment or distribution  shall be held
in trust for the benefit of and shall be paid over or delivered by the Debenture
Trustee  (if the Notice  requested  by Section  15.06 has been  received  by the
Debenture  Trustee)  or by any  Securityholder,  to the  holders of such  Senior
Indebtedness or their  representative or  representatives,  or to the trustee or
trustees under any indenture  pursuant to which any instruments  evidencing such
Senior  Indebtedness  may have been issued,  as their  respective  interests may
appear, as calculated by the Corporation,  for application to the payment of all
Allocable  Amounts  of  Senior  Indebtedness  remaining  unpaid  to  the  extent
necessary  to pay all  Allocable  Amounts  due on or in respect  of such  Senior
Indebtedness in full in

                                      -57-

<PAGE>



money in  accordance  with its  terms,  after  giving  effect to any  concurrent
payment or  distribution  to or for the  benefit of the  holders of such  Senior
Indebtedness.

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

         SECTION 15.04  Subrogation.

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

         Nothing  contained in this Article XV or elsewhere in this Indenture or
in the  Securities is intended to or shall impair,  as between the  Corporation,
its creditors other than the holders of Senior  Indebtedness of the Corporation,
and the holders of the Securities,  the obligation of the Corporation,  which is
absolute  and  unconditional,  to pay  to the  holders  of  the  Securities  the
principal of (and premium, if any) and interest  (including  Compounded Interest
and Additional Sums, if any) and Liquidated  Damages,  if any, on the Securities
as and when the same shall  become  due and  payable  in  accordance  with their
terms,  or is intended to or shall affect the relative  rights of the holders of
the Securities and creditors of the Corporation,  as the case may be, other than
the holders of Senior  Indebtedness of the Corporation,  as the case may be, nor
shall anything herein or therein prevent the

                                      -58-

<PAGE>



Debenture  Trustee or the holder of any Security  from  exercising  all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the  rights,  if any,  under this  Article XV of the  holders of such  Senior
Indebtedness in respect of cash,  property or securities of the Corporation,  as
the case may be, received upon the exercise of any such remedy.

         SECTION 15.05  Debenture Trustee to Effectuate Subordination.

         Each  Securityholder,  by  such  Securityholder's  acceptance  thereof,
authorizes and directs the Debenture Trustee on such Securityholder's  behalf to
take such action (as the Debenture Trustee,  in its discretion,  deems necessary
or appropriate,  upon instruction or otherwise) to effectuate the  subordination
provided  in  this  Article  XV  and  appoints   the   Debenture   Trustee  such
Securityholder's attorney-in-fact for any and all such purposes.

         SECTION 15.06 Notice by the Corporation.

         The  Corporation  shall give  prompt  written  notice to a  Responsible
Officer of the Debenture Trustee of any fact known to the Corporation that would
prohibit the making of any payment of monies to or by the  Debenture  Trustee in
respect  of the  Securities  pursuant  to the  provisions  of this  Article  XV.
Notwithstanding the provisions of this Article XV or any other provision of this
Indenture,  the  Debenture  Trustee  shall not be charged with  knowledge of the
existence  of any facts that would  prohibit the making of any payment of monies
to or by the  Debenture  Trustee in respect of the  Securities  pursuant  to the
provisions  of this Article XV,  unless and until a  Responsible  Officer of the
Debenture   Trustee  shall  have  received   written  notice  thereof  from  the
Corporation  or a holder or holders of Senior  Indebtedness  or from any trustee
therefor;  and before the  receipt of any such  written  notice,  the  Debenture
Trustee,  subject to the  provisions of Article VI of this  Indenture,  shall be
entitled in all respects to assume that no such facts exist; provided,  however,
that if the Debenture Trustee shall not have received the notice provided for in
this Section 15.06 at least two Business  Days prior to the date upon which,  by
the terms  hereof,  any money may become  payable  for any  purpose  (including,
without  limitation,  the payment of the  principal of (or  premium,  if any) or
interest  (including  Compounded  Interest  and  Additional  Sums,  if any)  and
Liquidated Damages, if any, on any Security), then, anything herein contained to
the contrary  notwithstanding,  the Debenture  Trustee shall have full power and
authority  to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.

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

                                      -59-

<PAGE>



the  Debenture  Trustee may defer any payment to such  Person  pending  judicial
determination as to the right of such Person to receive such payment.

         Upon any payment or distribution of assets of the Corporation  referred
to in this  Article XV, the  Debenture  Trustee,  subject to the  provisions  of
Article VI of this  Indenture,  and the  Securityholders  shall be  entitled  to
conclusively  rely upon any order or decree  entered  by any court of  competent
jurisdiction in which such insolvency,  bankruptcy,  receivership,  liquidation,
reorganization,  dissolution,  winding-up  or  similar  case  or  proceeding  is
pending,  or a certificate  of the trustee in bankruptcy,  liquidating  trustee,
custodian,  receiver,  assignee  for the  benefit of  creditors,  agent or other
person making such payment or distribution,  delivered to the Debenture  Trustee
or to the Securityholders,  for the purpose of ascertaining the persons entitled
to  participate  in  such  payment  or  distribution,   the  holders  of  Senior
Indebtedness and other  indebtedness of the  Corporation,  the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XV.

         SECTION  15.07  Rights  of the  Debenture  Trustee;  Holders  of Senior
                         Indebtedness.

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

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

         Nothing in this  Article XV shall apply to claims of, or  payments  to,
the Debenture Trustee under or pursuant to Section 6.06.
         SECTION 15.08  Subordination May Not Be Impaired.

         No right of any present or future holder of any Senior  Indebtedness of
the Corporation to enforce subordination as herein provided shall at any time in
any way be  prejudiced  or  impaired by any act or failure to act on the part of
the  Corporation,  as the case may be, or by any act or failure to act,  in good
faith, by any such holder,  or by any  noncompliance by the Corporation,  as the
case  may be,  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  Indebtedness of the Corporation may, at any time and from
time to time,  without the consent of or notice to the Debenture  Trustee or the
Securityholders,  without incurring  responsibility to the  Securityholders  and
without impairing or releasing the subordination provided in this Article XV or

                                      -60-

<PAGE>



the  obligations  hereunder of the holders of the  Securities  to the holders of
such Senior  Indebtedness,  do any one or more of the following:  (i) change the
manner,  place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness,  or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument  evidencing the same or any agreement
under  which such  Senior  Indebtedness  is  outstanding;  (ii) sell,  exchange,
release or  otherwise  deal with any  property  pledged,  mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the  collection  of such Senior  Indebtedness;  and (iv) exercise or refrain
from exercising any rights against the Corporation,  as the case may be, and any
other Person.


                                   ARTICLE XVI
                      EXTENSION OF INTEREST PAYMENT PERIOD

         SECTION 16.01  Extension of Interest Payment Period.

         So long as no Event of Default  has  occurred  and is  continuing,  the
Corporation  shall have the right,  at any time and from time to time during the
term of the Securities,  to defer payments of interest by extending the interest
payment  period of such  Securities  for a period not  exceeding 10  consecutive
semi-annual  periods,  including the first such  semi-annual  period during such
extension period (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  shall end on a date other than an  Interest
Payment Date or 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 16.01,  will
bear  interest  thereon at the Coupon  Rate  compounded  semi-annually  for each
semi-annual  period during the Extended  Interest  Payment  Period  ("Compounded
Interest").  At the end of the Extended Interest Payment Period, the Corporation
shall pay all  interest  accrued  and unpaid on the  Securities,  including  any
Additional Sums and Compounded Interest (together,  "Deferred  Interest"),  that
shall be payable to the holders of the  Securities in whose names the Securities
are registered in the Security Register on the record date immediately preceding
the end of the Extended  Interest Payment Period.  Before the termination of any
Extended Interest Payment Period,  the Corporation may further defer payments of
interest by further  extending such Extended  Interest Payment Period,  provided
that such Extended Interest Payment Period,  together with all such previous and
further  extensions within such Extended Interest Payment Period,  shall not (i)
exceed 10 consecutive semi-annual periods,  including the first such semi-annual
period during such Extended  Interest  Payment Period,  (ii) end on a date other
than an Interest  Payment Date or (iii) extend  beyond the Maturity  Date of the
Securities. Upon the termination of any Extended Interest Payment Period and the
payment of all amounts  then due,  the  Corporation  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  Corporation may prepay at any time all or any portion
of the interest accrued during an Extended Interest Payment Period.

         SECTION 16.02 Notice of Extension.

         (a) If the Property Trustee is the only holder of the Securities at the
time the Corporation elects to commence an Extended Interest Payment Period, the
Corporation  shall  give  written  notice to the  Administrative  Trustees,  the
Property Trustee and the Debenture Trustee of its election to

                                      -61-

<PAGE>



commence  such  Extended  Interest  Payment  Period at least five  Business Days
before the earlier of (i) the next succeeding date on which Distributions on the
Trust Securities would have been payable, and (ii) the date the Property Trustee
is required to give notice of the record  date,  or the date such  Distributions
are payable,  to any national  securities  exchange or to holders of the Capital
Securities,  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 Securities at
the time the Corporation elects to commence an Extended Interest Payment Period,
the  Corporation  shall give the  holders of the  Securities  and the  Debenture
Trustee written notice of its election of such Extended  Interest Payment Period
at least 10 Business Days before the earlier of (i) the next succeeding Interest
Payment Date, and (ii) the date the Debenture Trustee is required to give notice
of the  record  or  payment  date  of  such  interest  payment  to any  national
securities exchange.

         (c) The  semi-annual  period in which any notice is given  pursuant  to
paragraphs  (a) or (b) of this  Section  16.02 shall be counted as one of the 10
semi-annual  periods  permitted in the maximum Extended  Interest Payment Period
permitted under Section 16.01.

         Wilmington  Trust Company  hereby  accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.



                                      -62-

<PAGE>



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

                                      CASCADE FINANCIAL CORPORATION


                                      By: /s/ Frank M. McCord
                                          -------------------------------------
                                           Frank M. McCord
                                           Chairman and Chief Executive Officer


                                      WILMINGTON TRUST COMPANY,
                                      as Debenture Trustee

                                      By: /s/ Kathleen A. Pedelini
                                          -------------------------------------
                                       Name:  Kathleen A. Pedelini
                                       Title: Administrative Account Manager






                                      -63-

<PAGE>



                                    EXHIBIT A

                           (FORM OF FACE OF SECURITY)

         [IF THIS  SECURITY  IS A GLOBAL  SECURITY  INSERT:  THIS  SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE  HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITORY  TRUST COMPANY  ("DTC") OR A NOMINEE
OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE  INDENTURE,  AND NO TRANSFER OF THIS  SECURITY  (OTHER THAN A TRANSFER OF
THIS  SECURITY  AS A WHOLE BY DTC TO A NOMINEE  OF DTC OR BY A NOMINEE OF DTC TO
DTC  OR  ANOTHER   NOMINEE  OF  DTC)  MAY  BE   REGISTERED   EXCEPT  IN  LIMITED
CIRCUMSTANCES.

         UNLESS THIS  SECURITY IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF
DTC TO THE  ISSUER  OR ITS AGENT  FOR  REGISTRATION  OF  TRANSFER,  EXCHANGE  OR
PAYMENT,  AND ANY SECURITY  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY
PAYMENT  HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF
FOR  VALUE  OR  OTHERWISE  BY OR TO ANY  PERSON  IS  WRONGFUL  IN AS MUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

         THE HOLDER OF THIS SECURITY BY ITS  ACCEPTANCE  HEREOF AGREES TO OFFER,
SELL OR  OTHERWISE  TRANSFER  THIS  SECURITY,  PRIOR  TO THE DATE  (THE  "RESALE
RESTRICTION  TERMINATION  DATE")  WHICH  IS TWO  YEARS  AFTER  THE  LATER OF THE
ORIGINAL  ISSUANCE  DATE  HEREOF  AND THE LAST DATE ON WHICH  CASCADE  FINANCIAL
CORPORATION  (THE  "CORPORATION")  OR ANY "AFFILIATE" OF THE CORPORATION WAS THE
OWNER OF THIS SECURITY (OR ANY  PREDECESSOR  OF THIS  SECURITY)  ONLY (A) TO THE
CORPORATION,  (B) PURSUANT TO A REGISTRATION  STATEMENT  WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED  INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A)  THAT  PURCHASES  FOR ITS OWN  ACCOUNT  OR FOR THE  ACCOUNT  OF  QUALIFIED
INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN THAT THE  TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL  "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1), (2), (3)

                                       A-1


<PAGE>



OR (7) OF RULE 501 UNDER THE  SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR
ITS  OWN  ACCOUNT,  OR FOR THE  ACCOUNT  OF  SUCH  AN  INSTITUTIONAL  ACCREDITED
INVESTOR, FOR INVESTMENT PURPOSES PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION  WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E)
PURSUANT TO ANY OTHER  AVAILABLE  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS
UNDER THE SECURITIES ACT,  SUBJECT TO THE RIGHT OF THE CORPORATION  PRIOR TO ANY
SUCH OFFER,  SALE OR TRANSFER  (i)  PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE
DELIVERY  OF AN OPINION OF  COUNSEL,  CERTIFICATIONS  AND/OR  OTHER  INFORMATION
SATISFACTORY TO THE CORPORATION, AND (ii) PURSUANT TO CLAUSE (D) TO REQUIRE THAT
A CERTIFICATE  OF TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE  TRANSFEREE  TO THE  CORPORATION.  SUCH HOLDER
FURTHER  AGREES  THAT IT WILL  DELIVER TO EACH  PERSON TO WHOM THIS  SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

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

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

                                       A-2


<PAGE>



BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY  USING THE  ASSETS OF ANY
EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR (ii) SUCH PURCHASE
WILL NOT  RESULT  IN A  PROHIBITED  TRANSACTION  UNDER  SECTION  406 OF ERISA OR
SECTION  4975  OF THE  CODE  FOR  WHICH  THERE  IS NO  APPLICABLE  STATUTORY  OR
ADMINISTRATIVE EXEMPTION.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND
BY THE  REGISTRATION  RIGHTS  AGREEMENT,  DATED AS OF FEBRUARY 25, 2000,  BY AND
AMONG  THE  TRUST,  THE  ISSUER  AND  SANDLER  O'NEILL  &  PARTNERS,   L.P.,  AS
REPRESENTATIVE  OF THE INITIAL  PURCHASERS  NAMED IN SCHEDULE A OF THE  PURCHASE
AGREEMENT, AS AMENDED FROM TIME TO TIME.



                                       A-3


<PAGE>



                       SUBORDINATED DEBENTURE CERTIFICATE
                          CASCADE FINANCIAL CORPORATION

CUSIP No.:
         $

            _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                       DUE March 1, 2030 Series A/Series B

         Cascade   Financial   Corporation,    a   Delaware   corporation   (the
"Corporation,"  which term  includes any  successor  Person under the  Indenture
hereinafter referred to), for value received,  hereby promises to pay to Cascade
Capital  Trust  I  or  registered  assigns,  the  principal  sum  of  $_________
(_________________________Dollars)  on  March 1,  2030  (the  "Maturity  Date"),
unless  previously  prepaid,  and to pay interest on the  outstanding  principal
amount hereof from March 1, 2000, or from the most recent interest  payment date
(each such date, an "Interest  Payment Date") to which interest has been paid or
duly  provided for,  semi-annually  (subject to deferral as set forth herein) in
arrears on March 1st and  September  1st of each year,  commencing  September 1,
2000 at the rate of ____% per  annum,  until the  principal  hereof  shall  have
become due and payable,  and on any overdue  principal and premium,  if any, and
(without  duplication  and to the  extent  that  payment  of  such  interest  is
enforceable under applicable law) on any overdue  installment of interest at the
same rate per annum compounded semi-annually ("Compounded Interest"). The amount
of interest  payable  hereon shall be computed on the basis of a 360-day year of
twelve 30-day  months.  In the event that any date on which the principal of (or
premium,  if any) or interest on this  Security is payable is not a Business Day
(as defined in the  Indenture),  then the  payment  payable on such date will be
made on the next succeeding day that is a Business Day, except that if such next
succeeding  Business Day falls in the next succeeding calendar year such payment
shall  be made on the  immediately  preceding  Business  Day  (and  without  any
interest or other payment in respect of any such delay), with the same force and
effect  as if  made  on  such  date.  Pursuant  to  the  Indenture,  in  certain
circumstances  the  Corporation  will be  required  to pay  Additional  Sums (as
defined  in the  Indenture)  with  respect  to this  Security.  Pursuant  to the
Registration  Rights Agreement and the Liquidated Damages Agreement,  in certain
limited circumstances the Corporation will be required to pay Liquidated Damages
(as defined in the  Registration  Rights  Agreement and the  Liquidated  Damages
Agreement) with respect to this Security.

         The  interest  installment  so  payable,  and  punctually  paid or duly
provided for, on any Interest  Payment Date will, as provided in the  Indenture,
be paid to the Person in whose name this  Security  (or one or more  Predecessor
Securities, as defined in said Indenture) is registered at the close of business
on the regular record date for such interest installment,  which shall be at the
close of  business  on the 1st day of the month in which the  relevant  Interest
Payment Date falls.  Any such interest  installment  not punctually paid or duly
provided for shall  forthwith cease to be payable to the holders on such regular
record date and may be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a special
record  date to be  fixed  by the  Debenture  Trustee  for the  payment  of such
defaulted  interest,  notice whereof shall be given to the holders of Securities
not less than 10 days prior to such special  record date,  or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any

                                       A-4


<PAGE>



securities  exchange on which the Securities may be listed, and upon such notice
as  may be  required  by  such  exchange,  all as  more  fully  provided  in the
Indenture.

         The  principal  of  (and  premium,  if  any)  and  interest  (including
Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any,
on this  Security  shall be  payable  at the  office or agency of the  Debenture
Trustee maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts;  provided,  however,  that payment of interest may be made at the
option of the  Corporation  by (i) check mailed to the holder at such address as
shall appear in the Security Register or (ii) transfer to an account  maintained
by  the  Person  entitled   thereto,   provided  that  proper  written  transfer
instructions have been received by the relevant record date. Notwithstanding the
foregoing,  so long as the holder of this  Security is the  Property  Trustee of
Cascade  Capital Trust I, the payment of the principal of (and premium,  if any)
and interest  (including  Compounded  Interest and Additional  Sums, if any) and
Liquidated  Damages,  if any, on this Security will be made at such place and to
such account as may be designated by such Property Trustee.

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

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

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



                                       A-5


<PAGE>



         IN WITNESS  WHEREOF,  the  Corporation has caused this instrument to be
duly executed and sealed this 1st day of March, 2000.


                                         CASCADE FINANCIAL CORPORATION



                                         By:
                                            Frank M. McCord
                                            Chairman and Chief Executive Officer


Attest:

By:
       Name:
       Title:





                                       A-6


<PAGE>



                          CERTIFICATE OF AUTHENTICATION

     This  is  one  of  the  ____%  Junior   Subordinated   Deferrable  Interest
Debentures,  Series A/Series B, of CASCADE FINANCIAL  CORPORATION referred to in
the within-mentioned Indenture.


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


Dated:                                      By:
                                               Authorized Signatory




                                       A-7


<PAGE>



                          (FORM OF REVERSE OF SECURITY)
                          ____% SUBORDINATED DEBENTURE

         This  Security  is one of the  Securities  of the  Corporation  (herein
sometimes  referred to as the  "Securities"),  specified in the  Indenture,  all
issued or to be issued under and pursuant to an Indenture,  dated as of March 1,
2000 (the "Indenture"),  duly executed and delivered between the Corporation and
Wilmington Trust Company,  as Debenture  Trustee (the "Debenture  Trustee"),  to
which  Indenture  reference  is hereby  made for a  description  of the  rights,
limitations  of rights,  obligations,  duties and  immunities  thereunder of the
Debenture  Trustee,  the  Corporation  and the  holders of the  Securities.  The
Securities  are  limited  in  aggregate  principal  amount as  specified  in the
Indenture.

         Upon the occurrence and  continuation of a Special Event (as defined in
the Indenture) prior to March 1, 2010 (the "Initial Optional  Redemption Date"),
the  Corporation  shall have the right, at any time within 90 days following the
occurrence of such Special  Event,  to prepay this Security in whole (but not in
part) at the Special Event Prepayment  Price.  "Special Event Prepayment  Price"
shall mean, with respect to any prepayment of the Securities following a Special
Event,  an  amount in cash  equal to the  greater  of (i) 100% of the  principal
amount of the  Securities  to be prepaid,  or (ii) the sum, as  determined  by a
Quotation  Agent, of the present values of the remaining  scheduled  payments of
principal and interest on such Securities,  discounted to the prepayment date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted  Treasury  Rate,  plus, in the case of each of (i) and (ii), any
accrued and unpaid interest (including  Compounded Interest and Additional Sums,
if any) and Liquidated Damages, if any, thereon to the date of such prepayment.

         In  addition,  the  Corporation  shall  have the right to  prepay  this
Security,  in whole or in part,  at any time on or after  the  Initial  Optional
Redemption Date (an "Optional  Prepayment"),  at the prepayment prices set forth
below  plus,  in each case,  accrued  and  unpaid  interest  thereon  (including
Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any,
thereon to the applicable date of prepayment (the "Optional  Prepayment Price"),
if  prepaid  during  the  12-month  period  beginning  March  1st,  of the years
indicated below.


Year                            Percentage of Principal
----                            -----------------------
2010                                       %
2010                                       %
2012                                       %
2013                                       %
2014                                       %
2015                                       %
2016                                       %
2017                                       %
2018                                       %
2019                                       %
2020 and thereafter                     100.000%


                                       A-8


<PAGE>



         The  Prepayment  Price shall be paid prior to 12:00 noon, New York City
time, on the date of such  prepayment or at such earlier time as the Corporation
determines,  provided  that the  Corporation  shall  deposit with the  Debenture
Trustee an amount sufficient to pay the Prepayment Price by 10:00 a.m., New York
City  time,  on the date such  Prepayment  Price is to be paid.  Any  prepayment
pursuant to this paragraph will be made upon not less than 30 days nor more than
60 days' prior written notice.

         If the  Securities  are  only  partially  prepaid  by  the  Corporation
pursuant to an Optional  Prepayment,  the  particular  Securities  to be prepaid
shall be  selected  on a pro rata  basis  from the  outstanding  Securities  not
previously  called  for  prepayment;  provided,  however,  that with  respect to
Securityholders  that would be required  to hold  Securities  with an  aggregate
principal  amount of less than  $100,000  but more than an  aggregate  principal
amount of zero as a result of such pro rata  prepayment,  the Corporation  shall
prepay Securities of each such Securityholder so that after such prepayment such
Securityholder  shall hold Securities either with an aggregate  principal amount
of at least $100,000 or such  Securityholder  no longer holds any Securities and
shall use such method (including, without limitation, by lot) as the Corporation
shall deem fair and appropriate;  provided, further, that any such proration may
be made on the basis of the aggregate  principal  amount of  Securities  held by
each  Securityholder  thereof and may be made by making such  adjustments as the
Corporation  deems  fair  and  appropriate  in order  that  only  Securities  in
denominations of $1,000 or integral  multiples thereof shall be prepaid.  In the
event of  prepayment of this Security in part only, a new Security or Securities
for the portion  hereof that has not been  prepaid will be issued in the name of
the holder hereof upon the cancellation hereof.

         Notwithstanding  the  foregoing,  any  prepayment  of Securities by the
Corporation  shall be subject to the receipt of any and all required  regulatory
approvals.

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

         The Indenture  contains  provisions  permitting the Corporation and the
Debenture  Trustee,  with the consent of the holders of a majority in  aggregate
principal  amount of the Securities at the time  outstanding  (as defined in the
Indenture),  to execute  supplemental  indentures  for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
the  Indenture  or of  modifying  in any manner the rights of the holders of the
Securities;  provided,  however,  that no  such  supplemental  indenture  shall,
without the consent of each holder of Securities  then  outstanding and affected
thereby,  (i) change the Maturity  Date of any  Security,  or reduce the rate or
extend the time of payment of  interest  thereon  (subject to Article XVI of the
Indenture),  or reduce  the  principal  amount  thereof,  or  change  any of the
prepayment  provisions or make the principal  thereof or any interest or premium
thereon  payable in any coin or currency other than U.S.  dollars,  or impair or
affect the right of any  holder of  Securities  to  institute  suit for  payment
thereof,  or (ii) reduce the aforesaid  percentage of Securities  the holders of
which are required to consent to any such supplemental indenture.  The Indenture
also  contains  provisions  permitting  the holders of a majority  in  aggregate
principal amount of the Securities at the time outstanding  affected thereby, on
behalf of all of the holders of the Securities, to waive any past default in the
performance of any of the covenants  contained in the Indenture,  or established
pursuant to the Indenture, and its consequences, except a default in the payment
of the principal of or premium, if any, or interest on

                                       A-9


<PAGE>



any of the Securities or a default in respect of any covenant or provision under
which the  Indenture  cannot be modified or amended  without the consent of each
holder of Securities then outstanding.  Any such consent or waiver by the holder
of this  Security  (unless  revoked  as  provided  in the  Indenture)  shall  be
conclusive  and binding upon such holder and upon all future  holders and owners
of this  Security  and of any  Security  issued in exchange  herefor or in place
hereof  (whether by  registration  of transfer or  otherwise),  irrespective  of
whether  or not any  notation  of such  consent  or  waiver  is made  upon  this
Security.

         No reference  herein to the Indenture and no provision of this Security
or of the Indenture  shall alter or impair the  obligation  of the  Corporation,
which is absolute and  unconditional,  to pay the principal of (and premium,  if
any) and interest  (including  Compounded  Interest and Additional Sums, if any)
and  Liquidated  Damages,  if any, on this Security at the time and place and at
the rate and in the money herein prescribed.

         So long as no Event of Default shall have  occurred and be  continuing,
the  Corporation  shall have the right, at any time and from time to time during
the term of the  Securities,  to defer  payments of interest  by  extending  the
interest  payment  period  (an  "Extended  Interest  Payment  Period")  of  such
Securities  for a period not (i) exceeding 10 consecutive  semi-annual  periods,
including the first such semi-annual  period during such extension period,  (ii)
extending  beyond the Maturity Date of the  Securities or (iii) ending on a date
other than an Interest  Payment Date, at the end of which period the Corporation
shall pay all interest then accrued and unpaid  (together with interest  thereon
at the rate  specified  for the  Securities  to the extent that  payment of such
interest is enforceable  under  applicable  law).  Before the termination of any
such  Extended  Interest  Payment  Period,  the  Corporation  may further  defer
payments of interest by further extending such Extended Interest Payment Period,
provided  that such Extended  Interest  Payment  Period,  together with all such
previous and further  extensions  within such Extended  Interest Payment Period,
(i) shall not exceed 10  consecutive  semi-annual  periods  including  the first
semi-annual period during such Extended Interest Payment Period,  (ii) shall not
end on any date other than an Interest  Payment Date, and (iii) shall not extend
beyond the Maturity Date of the  Securities.  Upon the  termination  of any such
Extended  Interest  Payment  Period and the  payment of all  accrued  and unpaid
interest and any additional amounts then due, the Corporation 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 Corporation may prepay at any time all or any
portion of the interest accrued during an Extended Interest Payment Period.

         The  Corporation  has  agreed  that it 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  Corporation's  capital  stock,
(ii) make any  payment of  principal  of or  premium,  if any, or interest on or
repay,  repurchase or redeem any debt securities of the  Corporation  (including
Other Debentures) that rank pari passu with or junior in right of payment to the
Securities  or (iii) make any  guarantee  payments with respect to any guarantee
(other than the Capital  Securities  Guarantee) by the  Corporation  of the debt
securities of any Subsidiary of the Corporation  (including Other Guarantees) if
such  guarantee  ranks  pari  passu  with or junior in right of  payment  to the
Securities  (other than (a) dividends or distributions in shares of, or options,
warrants or rights to subscribe for or purchase  shares of, Common  Stock),  (b)
any  declaration  of a  dividend  in  connection  with the  implementation  of a
stockholders'  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 Capital  Securities  Guarantee,  as defined in the Indenture,
(d) as a result of a reclassification of the

                                      A-10


<PAGE>



Corporation's capital stock or the exchange or conversion of one class or series
of  the  Corporation's  capital  stock  for  another  class  or  series  of  the
Corporation's  capital stock, (e) the purchase of fractional interests in shares
of the  Corporation's  capital  stock  pursuant  to the  conversion  or exchange
provisions  of such capital stock or the security  being  converted or exchanged
and (f)  purchases  of Common  Stock  related to the issuance of Common Stock or
rights  under any of the  Corporation's  benefit or  compensation  plans for its
directors,   officers  or  employees  or  any  of  the  Corporation's   dividend
reinvestment  plans), if at such time (1) there shall have occurred any event of
which the Corporation has actual  knowledge that (a) is a Default or an Event of
Default  and (b) in  respect  of which  the  Corporation  shall  not have  taken
reasonable  steps to cure, (2) such Securities are held by the Property  Trustee
of Cascade Capital Trust I and the Corporation  shall be in default with respect
to its payment of any obligations under the Capital Securities  Guarantee or (3)
the Corporation shall have given notice of its election to exercise its right to
commence an Extended  Interest  Payment Period and shall not have rescinded such
notice, and such Extended Interest Payment Period or any extension thereof shall
have commenced and be continuing.

         Subject to (i) the Corporation having received any required  regulatory
approvals and (ii) the Administrative Trustees of Cascade Capital Trust I having
received  an opinion of counsel to the effect  that such  distribution  will not
cause the holders of Capital  Securities  to recognize  gain or loss for federal
income  tax  purposes,  the  Corporation  will  have  the  right  at any time to
liquidate the Trust and, after  satisfaction  of liabilities of creditors of the
Trust as required by applicable  law, to cause the  Securities to be distributed
to the holders of the Trust Securities in liquidation of the Trust.

         The Securities are issuable only in registered  form without coupons in
minimum  denominations of $100,000 and multiples of $1,000 in excess thereof. As
provided in the Indenture and subject to the transfer  restrictions  limitations
as may be  contained  herein and  therein  from time to time,  this  Security is
transferable by the holder hereof on the Security  Register of the  Corporation,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the  Corporation  in  Wilmington,  Delaware  accompanied  by a written
instrument or instruments of transfer in form satisfactory to the Corporation or
the Debenture  Trustee duly executed by the holder hereof or his or her attorney
duly  authorized  in  writing,  and  thereupon  one or more  new  Securities  of
authorized  denominations  and for the same aggregate  principal  amount will be
issued to the designated  transferee or  transferees.  No service charge will be
made for any such  registration  of transfer,  but the  Corporation  may require
payment  of a sum  sufficient  to  cover  any tax or other  governmental  charge
payable in relation thereto.

         Prior to due presentment for registration of transfer of this Security,
the Corporation,  the Debenture Trustee,  any  authenticating  agent, any paying
agent,  any  transfer  agent and the security  registrar  may deem and treat the
holder hereof as the absolute  owner hereof  (whether or not this Security shall
be overdue and notwithstanding any notice of ownership or writing hereon made by
anyone other than the security  registrar for the Securities) for the purpose of
receiving payment of or on account of the principal hereof and premium,  if any,
and (subject to the Indenture)  interest due hereon and for all other  purposes,
and neither the  Corporation  nor the Debenture  Trustee nor any  authenticating
agent nor any paying  agent nor any transfer  agent nor any  security  registrar
shall be affected by any notice to the contrary.

         No  recourse  shall  be had  for the  payment  of the  principal  of or
premium, if any, or interest (including Compounded Interest and Additional Sums,
if any) or Liquidated Damages, if any, on this Security,  or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of

                                      A-11


<PAGE>


the  Indenture,  against any  incorporator,  stockholder,  employee,  officer or
director,  past,  present  or  future,  as such,  of the  Corporation  or of any
predecessor or successor Person, whether by virtue of any constitution,  statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise,
all  such  liability  being,  by  the  acceptance  hereof  and  as  part  of the
consideration for the issuance hereof, expressly waived and released.

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

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


                                      A-12