(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.]


         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.


                                        1


<PAGE>


         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 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.



                                        2




<PAGE>



                       SUBORDINATED DEBENTURE CERTIFICATE
                          CASCADE FINANCIAL CORPORATION

CUSIP No.:
         $

            11.0% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                       DUE March 1, 2030 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 11.0% 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

                                        3


<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.



                                        4


<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:





                                        5


<PAGE>



                          CERTIFICATE OF AUTHENTICATION

     This  is  one  of  the  11.0%  Junior   Subordinated   Deferrable  Interest
Debentures,  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




                                        6


<PAGE>



                          (FORM OF REVERSE OF SECURITY)
                          11.0% 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                                    105.50%
2010                                    104.95%
2012                                    104.40%
2013                                    103.85%
2014                                    103.30%
2015                                    102.75%
2016                                    102.20%
2017                                    101.65%
2018                                    101.10%
2019                                    100.55%
2020 and thereafter                     100.00%


                                        7


<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

                                        8


<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

                                        9


<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

                                       10


<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.


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