EXHIBIT 4.3
                                                             -----------


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



                       COMMUNITY CAPITAL BANCSHARES, INC.,
                                    AS ISSUER






                                    INDENTURE
                           DATED AS OF MARCH 26, 2003



                        U. S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE




        FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES


                                    DUE 2033
        ================================================================


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------

                                                                                                     Page
                                                                                                     ----

<S>           <C>                                                                                     <C>
ARTICLE I.    DEFINITIONS                                                                             130

  Section 1.1.  Definitions.                                                                          130

ARTICLE II.   DEBENTURES                                                                              136

  Section 2.1.  Authentication and Dating.                                                            136
  Section 2.2.  Form of Trustee's Certificate of Authentication.                                      136
  Section 2.3.  Form and Denomination of Debentures.                                                  137
  Section 2.4.  Execution of Debentures.                                                              137
  Section 2.5.  Exchange and Registration of Transfer of Debentures.                                  137
  Section 2.6.  Mutilated, Destroyed, Lost or Stolen Debentures.                                      139
  Section 2.7.  Temporary Debentures.                                                                 140
  Section 2.8.  Payment of Interest and Additional Interest.                                          140
  Section 2.9.  Cancellation of Debentures Paid, etc.                                                 141
  Section 2.10. Computation of Interest.                                                              142
  Section 2.11. Extension of Interest Payment Period.                                                 143
  Section 2.12. CUSIP Numbers.                                                                        144

ARTICLE III.  PARTICULAR COVENANTS OF THE COMPANY                                                     144

  Section 3.1.  Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures.       144
  Section 3.2.  Offices for Notices and Payments, etc.                                                145
  Section 3.3.  Appointments to Fill Vacancies in Trustee's Office.                                   145
  Section 3.4.  Provision as to Paying Agent.                                                         145
  Section 3.5.  Certificate to Trustee.                                                               146
  Section 3.6.  Additional Sums.                                                                      146
  Section 3.7.  Compliance with Consolidation Provisions.                                             147
  Section 3.8.  Limitation on Dividends.                                                              147
  Section 3.9.  Covenants as to the Trust.                                                            147
  Section 3.10. Additional Junior Indebtedness.                                                       147

ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE                         148

  Section 4.1.  Securityholders' Lists.                                                               148
  Section 4.2.  Preservation and Disclosure of Lists.                                                 148

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT                       149

  Section 5.1.  Events of Default.                                                                    149
  Section 5.2.  Payment of Debentures on Default; Suit Therefor.                                      150
  Section 5.3.  Application of Moneys Collected by Trustee.                                           152
  Section 5.4.  Proceedings by Securityholders.                                                       152
  Section 5.5.  Proceedings by Trustee.                                                               153
  Section 5.6.  Remedies Cumulative and Continuing; Delay or Omission Not a Waiver.                   153
  Section 5.7.  Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.       153
  Section 5.8.  Notice of Defaults.                                                                   154
  Section 5.9.  Undertaking to Pay Costs.                                                             154

ARTICLE VI.   CONCERNING THE TRUSTEE                                                                  154


                                      i
<PAGE>
  Section 6.1.  Duties and Responsibilities of Trustee.                                               154
  Section 6.2.  Reliance on Documents, Opinions, etc.                                                 155
  Section 6.3.  No Responsibility for Recitals, etc.                                                  156
  Section 6.4.  Trustee, Authenticating Agent, Paying Agents, Transfer
                  Agents or Registrar May Own Debentures.                                             156
  Section 6.5.  Moneys to be Held in Trust.                                                           156
  Section 6.6.  Compensation and Expenses of Trustee.                                                 156
  Section 6.7.  Officers' Certificate as Evidence.                                                    157
  Section 6.8.  Eligibility of Trustee.                                                               157
  Section 6.9.  Resignation or Removal of Trustee                                                     158
  Section 6.10. Acceptance by Successor Trustee.                                                      159
  Section 6.11. Succession by Merger, etc.                                                            159
  Section 6.12. Authenticating Agents.                                                                160

ARTICLE VII. CONCERNING THE SECURITYHOLDERS                                                           161

  Section 7.1.  Action by Securityholders.                                                            161
  Section 7.2.  Proof of Execution by Securityholders.                                                161
  Section 7.3.  Who Are Deemed Absolute Owners.                                                       161
  Section 7.4.  Debentures Owned by Company Deemed Not Outstanding.                                   162
  Section 7.5.  Revocation of Consents; Future Holders Bound.                                         162

ARTICLE VIII. SECURITYHOLDERS' MEETINGS                                                               162

  Section 8.1.  Purposes of Meetings.                                                                 162
  Section 8.2.  Call of Meetings by Trustee.                                                          163
  Section 8.3.  Call of Meetings by Company or Securityholders.                                       163
  Section 8.4.  Qualifications for Voting.                                                            163
  Section 8.5.  Regulations.                                                                          163
  Section 8.6.  Voting.                                                                               163
  Section 8.7.  Quorum; Actions.                                                                      164

ARTICLE IX. SUPPLEMENTAL INDENTURES                                                                   164

  Section 9.1.  Supplemental Indentures without Consent of Securityholders.                           164
  Section 9.2.  Supplemental Indentures with Consent of Securityholders.                              166
  Section 9.3.  Effect of Supplemental Indentures.                                                    166
  Section 9.4.  Notation on Debentures.                                                               167
  Section 9.5.  Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.          167

ARTICLE X. REDEMPTION OF SECURITIES                                                                   167

  Section 10.1. Optional Redemption.                                                                  167
  Section 10.2. Special Event Redemption.                                                             167
  Section 10.3. Notice of Redemption; Selection of Debentures.                                        167
  Section 10.4. Payment of Debentures Called for Redemption.                                          168

ARTICLE XI.   CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE                                       168

  Section 11.1. Company May Consolidate, etc., on Certain Terms.                                      168
  Section 11.2. Successor Entity to be Substituted.                                                   169
  Section 11.3. Opinion of Counsel to be Given to Trustee.                                            169

ARTICLE XII.  SATISFACTION AND DISCHARGE OF INDENTURE                                                 169

  Section 12.1. Discharge of Indenture.                                                               169
  Section 12.2. Deposited Moneys to be Held in Trust by Trustee.                                      170
  Section 12.3. Paying Agent to Repay Moneys Held.                                                    170
  Section 12.4. Return of Unclaimed Moneys.                                                           170


                                      ii
<PAGE>
ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS                         170

  Section 13.1. Indenture and Debentures Solely Corporate Obligations.                                170

ARTICLE XIV.                     MISCELLANEOUS PROVISIONS                                             171

  Section 14.1. Successors                   .                                                        171
  Section 14.2. Official Acts by Successor Entity                   .                                 171
  Section 14.3. Surrender of Company Powers.                                                          171
  Section 14.4. Addresses for Notices, etc.                                                           171
  Section 14.5. Governing Law.                                                                        171
  Section 14.6. Evidence of Compliance with Conditions Precedent.                                     171
  Section 14.7. Non-Business Days.                                                                    172
  Section 14.8. Table of Contents, Headings, etc.                                                     172
  Section 14.9. Execution in Counterparts.                                                            172
  Section 14.10.Separability.                                                                         172
  Section 14.11.Assignment.                                                                           172
  Section 14.12.Acknowledgment of Rights.                                                             172

ARTICLE XV. SUBORDINATION OF DEBENTURES                                                               173

  Section 15.1. Agreement to Subordinate.                                                             173
  Section 15.2. Default on Senior Indebtedness.                                                       173
  Section 15.3. Liquidation, Dissolution, Bankruptcy.                                                 173
  Section 15.4. Subrogation.                                                                          174
  Section 15.5. Trustee to Effectuate Subordination.                                                  175
  Section 15.6. Notice by the Company.                                                                175
  Section 15.7. Rights of the Trustee; Holders of Senior Indebtedness.                                176
  Section 15.8. Subordination May Not Be Impaired.                                                    176
<FN>
Exhibit A       Form of Floating Rate Junior Subordinated Deferrable Interest Debenture
</TABLE>


                                      iii
<PAGE>
     THIS  INDENTURE,  dated  as  of  March  26, 2003, between Community Capital
Bancshares, Inc., a Georgia corporation (the "Company"), and U. S. Bank National
                                              -------
Association,  a  national  banking  association  organized under the laws of the
United  States  of  America,  as  debenture  trustee  (the  "Trustee").
                                                             -------

                                   WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the  issuance  of  its  Floating  Rate  Junior  Subordinated Deferrable Interest
Debentures  due  2033  (the "Debentures") under this Indenture to provide, among
                             ----------
other  things, for the execution and authentication, delivery and administration
thereof,  and  the  Company has duly authorized the execution of this Indenture;
and

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

     NOW,  THEREFORE,  This  Indenture  Witnesseth:

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


                                   DEFINITIONS

     DEFINITIONS.     The  terms  defined  in this Section 1.1 (except as herein
otherwise  expressly  provided or unless the context otherwise requires) for all
purposes  of  this Indenture and of any indenture supplemental hereto shall have
the  respective  meanings  specified  in this Section 1.1.  All accounting terms
used  herein  and not expressly defined shall have the meanings assigned to such
terms  in  accordance with generally accepted accounting principles and the term
"generally  accepted  accounting principles" means such accounting principles as
are generally accepted in the United States at the time of any computation.  The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

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

     "Additional  Junior Indebtedness" means, without duplication and other than
      -------------------------------
the  Debentures, any indebtedness, liabilities or obligations of the Company, or
any  Subsidiary  of the Company, under debt securities (or guarantees in respect
of  debt  securities)  initially  issued after the date of this Indenture to any
trust,  or a trustee of a trust, partnership or other entity affiliated with the
Company  that  is, directly or indirectly, a finance subsidiary (as such term is
defined  in  Rule  3a-5  under  the  Investment  Company  Act  of 1940) or other
financing  vehicle of the Company or any Subsidiary of the Company in connection
with  the  issuance  by  that entity of preferred securities or other securities
that  are  eligible  to  qualify  for  Tier  1  capital  treatment  (or its then
equivalent)  for  purposes  of  the  capital  adequacy guidelines of the Federal
Reserve,  as then in effect and applicable to the Company (or, if the Company is
not  a  bank  holding  company, such guidelines applied to the Company as if the
Company  were subject to such guidelines); provided, however, that the inability
                                           --------  -------
of the Company to treat all or any portion of the Additional Junior Indebtedness
as  Tier  1 capital shall not disqualify it as Additional Junior Indebtedness if
such  inability  results  from  the  Company  having cumulative preferred stock,
minority  interests in consolidated subsidiaries, or any other class of security
or interest which the Federal Reserve now or may hereafter accord Tier 1 capital
treatment  (including  the Debentures) in excess of the amount which may qualify
for  treatment  as  Tier 1 capital under applicable capital adequacy guidelines.
"     Additional  Sums"  has  the  meaning  set  forth  in  Section  3.6.
      ----------------


                                        1
<PAGE>
     "Affiliate"  has  the same meaning as given to that term in Rule 405 of the
      ---------
Securities  Act  or  any  successor  rule  thereunder.

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

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

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

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

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

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

     "Capital  Securities  Guarantee"  means  the  guarantee  agreement that the
      ------------------------------
Company  enters into with U. S. Bank National Association, as guarantee trustee,
or other Persons that operates directly or indirectly for the benefit of holders
of  Capital  Securities  of  the  Trust.

     "Capital Treatment Event" means the receipt by the Company and the Trust of
      -----------------------
an  opinion  of  counsel  experienced  in  such matters to the effect that, as a
result of the occurrence of any amendment to, or change (including any announced
prospective  change)  in, the laws, rules or regulations of the United States or
any  political  subdivision thereof or therein, or as the result of any official
or  administrative  pronouncement or action or decision interpreting or applying
such laws, rules or regulations, which amendment or change is effective or which
pronouncement,  action or decision is announced on or after the date of original
issuance  of  the  Debentures, there is more than an insubstantial risk that the
Company  will  not,  within  90 days of the date of such opinion, be entitled to
treat  an  amount  equal  to  the  aggregate  liquidation  amount of the Capital
Securities  as  "Tier  1  Capital"  (or its then equivalent) for purposes of the
capital  adequacy  guidelines  of  the  Federal  Reserve,  as then in effect and
applicable to the Company (or if the Company is not a bank holding company, such
guidelines  applied  to  the  Company  as  if  the  Company were subject to such
guidelines);  provided,  however, that the inability of the Company to treat all
              --------   -------
or  any  portion  of  the liquidation amount of the Capital Securities as Tier l
Capital  shall  not  constitute the basis for a Capital Treatment Event, if such
inability  results  from the Company having cumulative preferred stock, minority
interests  in  consolidated  subsidiaries,  or  any  other  class of security or
interest  which  the Federal Reserve or OTS, as applicable, may now or hereafter
accord  Tier  1  Capital  treatment  in  excess  of  the amount which may now or
hereafter  qualify  for  treatment  as  Tier  1 Capital under applicable capital
adequacy  guidelines;  provided  further,  however,  that  the  distribution  of
                       --------  -------   -------
Debentures  in  connection with the liquidation of the Trust shall not in and of
itself  constitute  a Capital Treatment Event unless such liquidation shall have
occurred  in  connection  with  a  Tax  Event  or  an  Investment Company Event.


                                        2
<PAGE>
     "Certificate"  means  a  certificate  signed  by  any  one of the principal
      -----------
executive  officer,  the principal financial officer or the principal accounting
officer  of  the  Company.

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

     "Company"  means Community Capital Bancshares, Inc., a Georgia corporation,
      -------
and,  subject  to the provisions of Article XI, shall include its successors and
assigns.

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

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

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

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

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

     "Defaulted  Interest"  has  the  meaning  set  forth  in  Section  2.8.
      -------------------

     "Distribution  Period"  has  the  meaning  set  forth  in  Section  2.8.
      --------------------

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

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

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

     "Federal  Reserve"  means  the  Board  of  Governors of the Federal Reserve
      ----------------
System  and  any  successor  federal  agency  that  is primarily responsible for
regulating  the  activities  of  bank  holding  companies.

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

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

     "Interest  Payment  Date"  means  each  March 26, June 26, September 26 and
      -----------------------
December  26  during  the  term  of  this  Indenture.

     "Interest  Rate" means for the period beginning on (and including) the date
      --------------
of  original  issuance  and ending on (but excluding) June 26, 2003 the rate per
annum  of 4.41063% and for each Distribution Period thereafter, the Coupon Rate.

     "Investment  Company  Event" means the receipt by the Company and the Trust
      --------------------------
of  an  opinion  of counsel experienced in such matters to the effect that, as a
result  of  the  occurrence  of  a  change  in  law  or


                                        3
<PAGE>
regulation  or  written  change  (including any announced prospective change) in
interpretation  or  application  of  law  or regulation by any legislative body,
court,  governmental  agency  or  regulatory  authority,  there  is more than an
insubstantial  risk  that  the  Trust  is or, within 90 days of the date of such
opinion  will  be  considered  an  "investment  company"  that is required to be
registered  under the Investment Company Act of 1940, as amended which change or
prospective  change becomes effective or would become effective, as the case may
be,  on  or  after  the  date  of  the  issuance  of  the  Debentures.

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


     "Maturity  Date"  means  March  26,  2033.
      --------------

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
      ----------------------
Board,  the  Chief  Executive  Officer,  the  Vice  Chairman, the President, any
Managing  Director  or  any  Vice  President, and by the Treasurer, an Assistant
Treasurer,  the  Comptroller,  an  Assistant  Comptroller,  the  Secretary or an
Assistant  Secretary  of  the  Company, and delivered to the Trustee.  Each such
certificate  shall include the statements provided for in Section 14.6 if and to
the  extent  required  by  the  provisions  of  such  Section.

     "Opinion  of  Counsel" means an opinion in writing signed by legal counsel,
      --------------------
who  may  be  an  employee of or counsel to the Company, or may be other counsel
reasonably  satisfactory  to  the  Trustee.  Each such opinion shall include the
statements  provided  for  in  Section 14.6 if and to the extent required by the
provisions  of  such  Section.

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

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

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

     (b)     Debentures,  or  portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside  and  segregated  in trust by the Company (if the Company shall act as its
own  paying  agent);  provided,  however,  that, if such Debentures, or portions
                      --------   -------
thereof, are to be redeemed prior to maturity thereof, notice of such redemption
shall  have  been given as provided in Section 10.3 or provision satisfactory to
the  Trustee  shall  have  been  made  for  giving  such  notice;  and

     (c)     Debentures  paid  pursuant  to  Section  2.6  or  in  lieu of or in
substitution  for  which  other  Debentures  shall  have  been authenticated and
delivered  pursuant to the terms of Section 2.6 unless proof satisfactory to the
Company  and  the Trustee is presented that any such Debentures are held by bona
fide  holders  in  due  course.

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

     "Predecessor  Security"  of  any  particular Debenture means every previous
      ---------------------
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular  Debenture;  and,  for  purposes  of  this  definition, any Debenture
authenticated  and  delivered  under Section 2.6 in lieu of a lost, destroyed or
stolen  Debenture  shall  be  deemed  to  evidence  the  same  debt as the lost,
destroyed  or  stolen  Debenture.


                                        4
<PAGE>
     "Principal  Office of the Trustee," or other similar term, means the office
      --------------------------------
of  the  Trustee,  at  which at any particular time its corporate trust business
shall  be  principally  administered, which at the time of the execution of this
Indenture  shall  be  225  Asylum  Street, Goodwin Square, Hartford, Connecticut
06103.

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

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

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

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

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

     "Senior  Indebtedness"  means,  with  respect  to  the  Company,  (i)  the
      --------------------
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and  (B)  indebtedness  evidenced  by securities,
debentures,  notes,  bonds  or  other similar instruments issued by the Company;
(ii)  all capital lease obligations of the Company; (iii) all obligations of the
Company  issued  or  assumed  as  the  deferred  purchase price of property, all
conditional  sale  obligations of the Company and all obligations of the Company
under any title retention agreement; (iv) all obligations of the Company for the
reimbursement  of  any  letter  of credit, any banker's acceptance, any security
purchase facility, any repurchase agreement or similar arrangement, any interest
rate  swap,  any  other hedging arrangement, any obligation under options or any
similar credit or other transaction; (v) all obligations of the type referred to
in  clauses (i) through (iv) above of other Persons for the payment of which the
Company  is  responsible  or liable as obligor, guarantor or otherwise; and (vi)
all  obligations  of  the  type  referred to in clauses (i) through (v) above of
other  Persons  secured  by  any  lien  on  any property or asset of the Company
(whether  or not such obligation is assumed by the Company), whether incurred on
or  prior to the date of this Indenture or thereafter incurred.  Notwithstanding
the foregoing, "Senior Indebtedness" shall not include (1) any Additional Junior
Indebtedness, (2) Debentures issued pursuant to this Indenture and guarantees in
respect of such Debentures, (3) trade accounts payable of the Company arising in
the ordinary course of business (such trade accounts payable being pari passu in
right  of  payment  to the Debentures), or (4) obligations with respect to which
(a)  in  the instrument creating or evidencing the same or pursuant to which the
same is outstanding, it is provided that such obligations are pari passu, junior
or  otherwise  not  superior  in  right of payment to the Debentures and (b) the
Company,  prior  to  the  issuance  thereof, has notified (and, if then required
under  the applicable guidelines of the regulating entity, has received approval
from)  the Federal Reserve (if the Company is a bank holding company) or the OTS
(if  the  Company  is  a savings and loan holding company).  Senior Indebtedness
shall  continue  to  be Senior Indebtedness and be entitled to the subordination
provisions  irrespective of any amendment, modification or waiver of any term of
such  Senior  Indebtedness.

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


                                        5
<PAGE>
     "Special  Redemption  Date"  has  the  meaning  set  forth  in  0.
      -------------------------

     "Special  Redemption Price" means (i) 107.5% of the principal amount of the
      -------------------------
Debentures  being redeemed on a Special Redemption Date that occurs before March
26,  2008 and (ii) 100% of the principal amount of the Debentures being redeemed
on  a  Special  Redemption Date that occurs on March 26, 2008 or after, plus, in
each  case,  accrued  and unpaid interest (including any Additional Interest) on
such  Debentures  to  the  Special  Redemption  Date.

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

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

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

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

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

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

     "Trustee"  means  U.  S.  Bank  National  Association,  and, subject to the
      -------
provisions  of  Article VI hereof, shall also include its successors and assigns
as  Trustee  hereunder.


                                        6
<PAGE>
                                   DEBENTURES

     AUTHENTICATION  AND  DATING.     Upon  the  execution  and delivery of this
Indenture, or from time to time thereafter, Debentures in an aggregate principal
amount  not  in  excess  of  $4,124,000.00  may be executed and delivered by the
Company  to  the  Trustee  for  authentication,  and the Trustee shall thereupon
authenticate  and  make  available  for  delivery said Debentures to or upon the
written  order of the Company, signed by its Chairman of the Board of Directors,
Chief  Executive  Officer,  Vice  Chairman,  the  President, one of its Managing
Directors  or  one  of  its  Vice  Presidents  without any further action by the
Company  hereunder.  In  authenticating  such  Debentures,  and  accepting  the
additional responsibilities under this Indenture in relation to such Debentures,
the  Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully  protected  in  relying  upon:

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

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

               that  such  Debentures,  when  authenticated and delivered by the
          Trustee  and  issued  by  the  Company  in each case in the manner and
          subject  to  any conditions specified in such Opinion of Counsel, will
          constitute  valid  and  legally  binding  obligations  of the Company,
          subject  to  or  limited  by  applicable  bankruptcy,  insolvency,
          reorganization,  conservatorship,  receivership,  moratorium and other
          statutory  or  decisional  laws  relating  to  or affecting creditors'
          rights  or  the  reorganization  of financial institutions (including,
          without  limitation,  preference and fraudulent conveyance or transfer
          laws),  heretofore  or  hereafter  enacted or in effect, affecting the
          rights  of  creditors  generally;  and

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

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

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

     FORM  OF  TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION.     The  Trustee's
certificate  of  authentication  on all Debentures shall be in substantially the
following  form:

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

     U.  S.  Bank  National  Association,  as  Trustee

     By_______________________________________________
     Authorized  Signer


                                        7
<PAGE>
     FORM  AND  DENOMINATION  OF  DEBENTURES.     The  Debentures  shall  be
substantially in the form of Exhibit A attached hereto.  The Debentures shall be
in registered, certificated form without coupons and in minimum denominations of
$100,000.00  and  any  multiple  of  $1,000.00 in excess thereof.  Any attempted
transfer  of  the  Debentures in a block having an aggregate principal amount of
less  than  $100,000.00  shall  be  deemed  to  be  void  and of no legal effect
whatsoever.  Any such purported transferee shall be deemed not to be a holder of
such  Debentures  for  any purpose, including, but not limited to the receipt of
payments  on  such  Debentures, and such purported transferee shall be deemed to
have  no  interest  whatsoever  in  such  Debentures.  The  Debentures  shall be
numbered,  lettered,  or otherwise distinguished in such manner or in accordance
with  such  plans  as  the  officers  executing  the same may determine with the
approval  of  the  Trustee  as  evidenced  by  the  execution and authentication
thereof.

     EXECUTION OF DEBENTURES.     The Debentures shall be signed in the name and
on behalf of the Company by the manual or facsimile signature of its Chairman of
the  Board  of Directors, Chief Executive Officer, Vice Chairman, President, one
of  its  Managing Directors or one of its Executive Vice Presidents, Senior Vice
Presidents  or  Vice  Presidents.  Only  such Debentures as shall bear thereon a
certificate  of  authentication substantially in the form herein before recited,
executed  by  the Trustee or the Authenticating Agent by the manual signature of
an  authorized signer, shall be entitled to the benefits of this Indenture or be
valid  or  obligatory  for  any purpose.  Such certificate by the Trustee or the
Authenticating  Agent  upon  any  Debenture  executed  by  the  Company shall be
conclusive  evidence  that  the  Debenture  so  authenticated  has  been  duly
authenticated  and  delivered  hereunder  and that the holder is entitled to the
benefits  of  this  Indenture.

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

     Every  Debenture  shall  be  dated  the  date  of  its  authentication.

     EXCHANGE  AND REGISTRATION OF TRANSFER OF DEBENTURES.     The Company shall
cause  to  be  kept,  at  the  office  or  agency  maintained for the purpose of
registration of transfer and for exchange as provided in Section 3.2, a register
(the "Debenture Register") for the Debentures issued hereunder in which, subject
      ------------------
to  such  reasonable  regulations as it may prescribe, the Company shall provide
for  the  registration  and  transfer  of  all  Debentures as in this Article II
provided.  The  Debenture Register shall be in written form or in any other form
capable  of  being  converted  into  written  form  within  a  reasonable  time.

     Debentures  to  be  exchanged may be surrendered at the Principal Office of
the  Trustee or at any office or agency to be maintained by the Company for such
purpose  as  provided in Section 3.2, and the Company shall execute, the Company
or  the Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate  and make available for delivery in exchange therefor the Debenture
or  Debentures which the Securityholder making the exchange shall be entitled to
receive.  Upon  due presentment for registration of transfer of any Debenture at
the  Principal  Office  of the Trustee or at any office or agency of the Company
maintained  for  such  purpose  as  provided  in  Section 3.2, the Company shall
execute,  the  Company  or  the  Trustee  shall  register and the Trustee or the
Authenticating  Agent  shall authenticate and make available for delivery in the
name  of  the  transferee  or  transferees  a new Debenture for a like aggregate
principal  amount.  Registration or registration of transfer of any Debenture by
the  Trustee  or  by  any  agent  of  the  Company


                                        8
<PAGE>
appointed  pursuant  to  Section  3.2,  and delivery of such Debenture, shall be
deemed  to  complete  the  registration  or  registration  of  transfer  of such
Debenture.

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

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

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

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

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

     THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE  SECURITIES  LAW.  NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN  MAY  BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF  IN  THE ABSENCE OF SUCH REGISTRATION OR
UNLESS  SUCH  TRANSACTION  IS  EXEMPT  FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE  HOLDER  OF  THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY  (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION  STATEMENT  THAT  HAS  BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT,  (C)  TO  A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER  IN  A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE  144A,  (D)  TO  A  NON-U.S.  PERSON  IN  AN  OFFSHORE TRANSACTION IN
ACCORDANCE  WITH  RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF  SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY  FOR  ITS  OWN  ACCOUNT,  OR  FOR  THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED  INVESTOR,  FOR  INVESTMENT  PURPOSES  AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR  (F)  PURSUANT  TO  ANY  OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR  TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.


                                        9
<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  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.

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

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

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

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


                                       10
<PAGE>
of  them  harmless  and,  in  case  of  destruction,  loss  or  theft,  evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of  such  Debenture  and  of  the  ownership  thereof.

     Every  substituted  Debenture  issued  pursuant  to  the provisions of this
Section  2.6 by virtue of the fact that any such Debenture is destroyed, lost or
stolen  shall  constitute  an  additional contractual obligation of the Company,
whether  or  not  the  destroyed, lost or stolen Debenture shall be found at any
time,  and  shall  be entitled to all the benefits of this Indenture equally and
proportionately  with  any  and all other Debentures duly issued hereunder.  All
Debentures  shall  be  held  and  owned  upon the express condition that, to the
extent  permitted by applicable law, the foregoing provisions are exclusive with
respect  to  the  replacement or payment of mutilated, destroyed, lost or stolen
Debentures  and  shall  preclude  any  and  all  other  rights  or  remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with  respect  to  the replacement or payment of negotiable instruments or other
securities  without  their  surrender.

     TEMPORARY DEBENTURES.     Pending the preparation of definitive Debentures,
the  Company  may  execute and the Trustee shall authenticate and make available
for  delivery  temporary  Debentures  that  are  typed, printed or lithographed.
Temporary  Debentures  shall  be  issuable  in  any authorized denomination, and
substantially in the form of the definitive Debentures in lieu of which they are
issued  but with such omissions, insertions and variations as may be appropriate
for  temporary  Debentures, all as may be determined by the Company.  Every such
temporary Debenture shall be executed by the Company and be authenticated by the
Trustee  upon the same conditions and in substantially the same manner, and with
the  same  effect, as the definitive Debentures.  Without unreasonable delay the
Company  will  execute  and  deliver  to the Trustee or the Authenticating Agent
definitive  Debentures  and  thereupon  any  or  all temporary Debentures may be
surrendered in exchange therefor, at the principal corporate trust office of the
Trustee or at any office or agency maintained by the Company for such purpose as
provided  in  Section  3.2,  and  the  Trustee or the Authenticating Agent shall
authenticate  and  make  available  for  delivery in exchange for such temporary
Debentures  a  like  aggregate  principal  amount of such definitive Debentures.
Such  exchange  shall  be made by the Company at its own expense and without any
charge  therefor  except  that  in  case  of  any  such  exchange  involving  a
registration  of transfer the Company may require payment of a sum sufficient to
cover  any tax, fee or other governmental charge that may be imposed in relation
thereto.  Until  so exchanged, the temporary Debentures shall in all respects be
entitled  to  the  same  benefits  under this Indenture as definitive Debentures
authenticated  and  delivered  hereunder.

     PAYMENT  OF  INTEREST AND ADDITIONAL INTEREST.     Interest at the Interest
Rate  and  any  Additional  Interest  on  any  Debenture that is payable, and is
punctually  paid  or  duly  provided  for,  on  any  Interest  Payment  Date for
Debentures  shall  be paid to the Person in whose name said Debenture (or one or
more  Predecessor  Securities)  is  registered  at  the close of business on the
regular  record  date for such interest installment except that interest and any
Additional  Interest payable on the Maturity Date shall be paid to the Person to
whom  principal  is  paid.

     Each  Debenture  shall  bear  interest  for  the  period  beginning on (and
including)  the date of original issuance and ending on (but excluding) June 26,
2003  at  a  rate  per  annum  of  4.41063%,  and  shall  bear interest for each
successive  period  beginning  on  (and  including)  June  26,  2003,  and  each
succeeding  Interest  Payment  Date,  and  ending  on  (but  excluding) the next
succeeding  Interest  Payment Date (each, a "Distribution Period") at a rate per
                                             -------------------
annum  equal to the 3-Month LIBOR, determined as described in Section 2.10, plus
3.15%  (the "Coupon Rate"); provided, however, that prior to March 26, 2008, the
             -----------    --------  -------
Coupon  Rate  shall  not exceed 11.75%, applied to the principal amount thereof,
until  the  principal  thereof  becomes  due  and  payable,  and  on any overdue
principal  and  to the extent that payment of such interest is enforceable under
applicable  law  (without  duplication)  on  any overdue installment of interest
(including  Additional  Interest)  at  the  Interest  Rate  in  effect  for each
applicable  period  compounded quarterly.  Interest shall be payable (subject to
any  relevant  Extension


                                       11
<PAGE>
Period)  quarterly  in  arrears  on  each  Interest  Payment Date with the first
installment  of  interest  to  be  paid  on  June  26,  2003.

     Any  interest  on  any  Debenture,  including  Additional Interest, that is
payable,  but  is  not  punctually  paid  or  duly provided for, on any Interest
Payment  Date  (herein  called "Defaulted Interest") shall forthwith cease to be
                                ------------------
payable  to  the registered holder on the relevant regular record date by virtue
of  having  been  such  holder; and such Defaulted Interest shall be paid by the
Company  to  the  Persons  in  whose  names such Debentures (or their respective
Predecessor  Securities)  are  registered  at the close of business on a special
record  date for the payment of such Defaulted Interest, which shall be fixed in
the  following  manner: the Company shall notify the Trustee in writing at least
25  days  prior  to  the date of the proposed payment of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of the proposed
payment,  and  at  the  same  time the Company shall deposit with the Trustee an
amount  of money equal to the aggregate amount proposed to be paid in respect of
such  Defaulted  Interest or shall make arrangements satisfactory to the Trustee
for  such  deposit  prior  to  the date of the proposed payment, such money when
deposited  to  be  held in trust for the benefit of the Persons entitled to such
Defaulted  Interest as in this clause provided.  Thereupon the Trustee shall fix
a special record date for the payment of such Defaulted Interest which shall not
be  more than 15 nor less than 10 days prior to the date of the proposed payment
and  not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly notify the Company of such special
record  date  and,  in  the  name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date  therefor to be mailed, first class postage prepaid, to each Securityholder
at  its  address  as it appears in the Debenture Register, not less than 10 days
prior  to  such  special  record  date.  Notice  of the proposed payment of such
Defaulted  Interest  and  the special record date therefor having been mailed as
aforesaid,  such  Defaulted Interest shall be paid to the Persons in whose names
such  Debentures  (or their respective Predecessor Securities) are registered on
such  special  record  date  and  shall  be  no  longer  payable.

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

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

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

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

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

     COMPUTATION  OF  INTEREST.     The  amount  of  interest  payable  for  the
Distribution Period commencing on June 26, 2003 and each succeeding Distribution
Period  will be calculated by applying the Interest Rate to the principal amount
outstanding  at the commencement of the Distribution Period and multiplying each
such  amount  by  the actual number of days in the Distribution Period concerned
divided  by 360.  In the event that any date on which interest is payable on the
Debentures  is not a Business Day, then payment of interest payable on such date
shall  be  made  on the next succeeding day which is a Business Day (and without
any  interest  or  other  payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and  effect  as  if  made  on the date such payment was originally payable.  All
percentages  resulting  from any calculations on the Debentures will be rounded,
if  necessary, to the nearest one hundred-thousandth of a percentage point, with
five  one-millionths  of  a percentage point rounded upward (e.g., 9.876545% (or
..09876545)  being rounded to 9.87655% (or .0987655), and all dollar amounts used
in  or resulting from such calculation will be rounded to the nearest cent (with
one-half  cent  being  rounded  upward)).

     "3-MONTH  LIBOR"  MEANS  THE  LONDON  INTERBANK  OFFERED  INTEREST RATE FOR
     ---------------------------------------------------------------------------
THREE-MONTH,  U.S.  DOLLAR  DEPOSITS  DETERMINED BY THE TRUSTEE IN THE FOLLOWING
--------------------------------------------------------------------------------
ORDER  OF  PRIORITY:
--------------------

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

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

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

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

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

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


                                       12
<PAGE>

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

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

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

     EXTENSION  OF  INTEREST  PAYMENT PERIOD.     So long as no Event of Default
has  occurred  and is continuing, the Company shall have the right, from time to
time,  and without causing an Event of Default, to defer payments of interest on
the Debentures by extending the interest payment period on the Debentures at any
time  and  from  time  to  time  during the term of the Debentures, for up to 20
consecutive  quarterly  periods  (each such extended interest payment period, an
"Extension  Period"),  during  which  Extension  Period  no  interest (including
 -----------------
Additional  Interest)  shall be due and payable (except any Additional Sums that
may  be  due  and payable).  No Extension Period may end on a date other than an
Interest  Payment  Date.  During  an Extension Period, interest will continue to
accrue  on  the Debentures, and interest on such accrued interest will accrue at
an  annual  rate equal to the Interest Rate in effect for such Extension Period,
compounded quarterly from the date such interest would have been payable were it
not  for  the  Extension  Period,  to the extent permitted by law (such interest
referred  to herein as "Additional Interest").  At the end of any such Extension
                        -------------------
Period  the  Company  shall  pay  all  interest  then  accrued and unpaid on the
Debentures  (together with Additional Interest thereon); provided, however, that
                                                         --------  -------
no  Extension  Period  may  extend  beyond  the Maturity Date; provided further,
                                                               -------- -------
however,  that during any such Extension Period, the Company shall not and shall
not  permit  any  Affiliate to (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any  of  the Company's or such Affiliate's capital stock (other than payments of
dividends  or  distributions to the Company) or make any guarantee payments with
respect to the foregoing or (ii) make any payment of principal of or interest or
premium,  if  any,  on or repay, repurchase or redeem any debt securities of the
Company  or any Affiliate that rank pari passu in all respects with or junior in
interest  to  the  Debentures  (other  than, with respect to clauses (i) or (ii)
above,  (a)  repurchases, redemptions or other acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit plan or
other  similar  arrangement  with  or  for the benefit of one or more employees,
officers,  directors  or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock  of  the  Company  (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable  Extension  Period,  (b)  as  a  result  of  any exchange or
conversion  of  any  class  or  series  of  the


                                       13
<PAGE>
Company's  capital  stock  (or any capital stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of  the  Company's indebtedness for any class or series of the Company's capital
stock,  (c)  the  purchase  of  fractional  interests in shares of the Company's
capital  stock pursuant to the conversion or exchange provisions of such capital
stock  or  the  security  being converted or exchanged, (d) any declaration of a
dividend  in  connection  with any stockholders' rights plan, or the issuance of
rights,  stock  or  other  property  under any stockholders' rights plan, or the
redemption  or  repurchase  of  rights pursuant thereto, (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock  issuable  upon  exercise of such warrants, options or other rights is the
same  stock as that on which the dividend is being paid or ranks pari passu with
or  junior  to  such  stock  and  any cash payments in lieu of fractional shares
issued  in  connection  therewith,  or (f) payments under the Capital Securities
Guarantee).  Prior  to  the termination of any Extension Period, the Company may
further  extend  such  period,  provided that such period together with all such
previous  and  further  consecutive  extensions  thereof  shall  not  exceed  20
consecutive  quarterly  periods,  or  extend beyond the Maturity Date.  Upon the
termination  of  any  Extension  Period  and upon the payment of all accrued and
unpaid  interest  and  Additional  Interest,  the  Company  may  commence  a new
Extension  Period,  subject  to  the  foregoing  requirements.  No  interest  or
Additional  Interest shall be due and payable during an Extension Period, except
at  the  end thereof, but each installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional Interest
to  the  extent  permitted by applicable law.  The Company must give the Trustee
notice  of  its  election  to  begin  or  extend  an Extension Period at least 5
Business  Days prior to the regular record date (as such term is used in Section
2.8)  immediately  preceding  the  Interest  Payment  Date with respect to which
interest  on  the  Debentures would have been payable except for the election to
begin  or  extend  such  Extension Period.  The Trustee shall give notice of the
Company's  election  to  begin  a  new  Extension Period to the Securityholders.

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

                       PARTICULAR COVENANTS OF THE COMPANY

     PAYMENT  OF  PRINCIPAL,  PREMIUM  AND  INTEREST;  AGREED  TREATMENT  OF THE
DEBENTURES.

      The  Company  covenants and agrees that it will duly and punctually pay or
cause  to  be  paid  the  principal of and premium, if any, and interest and any
Additional  Interest  and  other payments on the Debentures at the place, at the
respective  times  and  in  the  manner  provided  in  this  Indenture  and  the
Debentures.  Each  installment  of interest on the Debentures may be paid (i) by
mailing  checks  for  such  interest  payable  to  the  order  of the holders of
Debentures  entitled thereto as they appear on the registry books of the Company
if a request for a wire transfer has not been received by the Company or (ii) by
wire  transfer  to  any account with a banking institution located in the United
States  designated  in  writing by such Person to the paying agent no later than
the related record date. Notwithstanding the foregoing, so long as the holder of
this Debenture is the Institutional Trustee, the payment of the principal of and
interest  on  this Debenture will be made in immediately available funds at such
place  and  to  such  account as may be designated by the Institutional Trustee.


                                       14
<PAGE>
     The  Company  will  treat  the  Debentures as indebtedness, and the amounts
payable  in  respect of the principal amount of such Debentures as interest, for
all  United  States federal income tax purposes. All payments in respect of such
Debentures  will  be made free and clear of United States withholding tax to any
beneficial  owner  thereof that has provided an Internal Revenue Service Form W8
BEN  (or  any  substitute  or successor form) establishing its non-United States
status  for  United  States  federal  income  tax  purposes.

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

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

     OFFICES FOR NOTICES AND PAYMENTS, ETC.     So long as any of the Debentures
remain  outstanding,  the  Company  will  maintain  in Hartford, Connecticut, an
office or agency where the Debentures may be presented for payment, an office or
agency  where  the  Debentures may be presented for registration of transfer and
for exchange as in this Indenture provided and an office or agency where notices
and  demands  to  or  upon  the  Company in respect of the Debentures or of this
Indenture may be served.  The Company will give to the Trustee written notice of
the location of any such office or agency and of any change of location thereof.
Until  otherwise  designated from time to time by the Company in a notice to the
Trustee, or specified as contemplated by 0, such office or agency for all of the
above  purposes  shall  be  the  office  or  agency of the Trustee.  In case the
Company  shall  fail  to  maintain  any  such  office  or  agency  in  Hartford,
Connecticut,  or shall fail to give such notice of the location or of any change
in  the  location thereof, presentations and demands may be made and notices may
be  served  at  the  Principal  Office  of  the  Trustee.

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

     APPOINTMENTS  TO  FILL  VACANCIES  IN  TRUSTEE'S  OFFICE.     The  Company,
whenever  necessary  to  avoid  or fill a vacancy in the office of Trustee, will
appoint,  in  the manner provided in Section 6.9, a Trustee, so that there shall
at  all  times  be  a  Trustee  hereunder.

          PROVISION  AS  TO  PAYING  AGENT.

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

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


                                       15
<PAGE>
          that  it will give the Trustee prompt written notice of any failure by
          the  Company  (or  by any other obligor on the Debentures) to make any
          payment  of the principal of and premium, if any, or interest, if any,
          on  the  Debentures  when  the  same  shall  be  due  and payable; and

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

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

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

     Anything  in  this Section 3.4 to the contrary notwithstanding, the Company
may, at any time, for the purpose of obtaining a satisfaction and discharge with
respect  to  the  Debentures, or for any other reason, pay, or direct any paying
agent  to  pay  to the Trustee all sums held in trust by the Company or any such
paying  agent,  such  sums  to  be  held  by  the Trustee upon the trusts herein
contained.

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

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

     ADDITIONAL  SUMS.     If  and for so long as the Trust is the holder of all
Debentures  and  the  Trust  is  required to pay any additional taxes (including
withholding  taxes),  duties,  assessments  or  other  governmental charges as a
result of a Tax Event, the Company will pay such additional amounts ("Additional
                                                                      ----------
Sums")  on  the Debentures as shall be required so that the net amounts received
----
and  retained  by  the  Trust  after paying taxes (including withholding taxes),
duties,  assessments  or other governmental charges will be equal to the amounts
the  Trust  would  have  received if no such taxes, duties, assessments or other
governmental  charges  had  been  imposed.  Whenever  in  this  Indenture or the
Debentures there is a reference in any context to the payment of principal of or
interest  on  the Debentures, such mention shall be deemed to include mention of
payments  of  the  Additional  Sums provided for in this paragraph to the extent
that,  in such context, Additional Sums are, were or would be payable in respect
thereof  pursuant to the provisions of this paragraph and express mention of the
payment of Additional Sums (if applicable) in any provisions hereof shall not be
construed  as  excluding  Additional  Sums in those provisions hereof where such
express  mention  is  not  made;  provided,
                                  --------

                                       16
<PAGE>
however, that the deferral of the payment of interest during an Extension Period
-------
pursuant to Section 2.11 shall not defer the payment of any Additional Sums that
may  be  due  and  payable.

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

     LIMITATION  ON  DIVIDENDS.     If  Debentures  are  initially issued to the
Trust  or  a  trustee  of  such  Trust  in connection with the issuance of Trust
Securities by the Trust (regardless of whether Debentures continue to be held by
such  Trust)  and  (i)  there  shall have occurred and be continuing an Event of
Default, (ii) the Company shall be in default with respect to its payment of any
obligations  under  the Capital Securities Guarantee, or (iii) the Company shall
have  given  notice  of  its  election  to  defer  payments  of  interest on the
Debentures  by extending the interest payment period as provided herein and such
period,  or  any  extension thereof, shall be continuing, then the Company shall
not, and shall not allow any Affiliate of the Company to, (x) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment  with respect to, any of the Company's capital stock or its
Affiliates'  capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or (y)
make  any  payment  of principal of or interest or premium, if any, on or repay,
repurchase  or  redeem  any debt securities of the Company or any Affiliate that
rank  pari  passu  in  all respects with or junior in interest to the Debentures
(other  than,  with  respect  to  clauses  (x)  and (y) above,  (1) repurchases,
redemptions  or  other acquisitions of shares of capital stock of the Company in
connection  with  any  employment  contract,  benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of  one  or  more employees, officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase  plan or in connection with the issuance of capital
stock  of  the  Company  (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable Extension Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock  of  a subsidiary of the Company) for any class or series of the Company's
capital  stock  or  of any class or series of the Company's indebtedness for any
class  or  series of the Company's capital stock, (3) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of  such  capital stock or the security being converted or
exchanged,  (4)  any  declaration  of  a  dividend  in  connection  with  any
stockholders'  rights  plan,  or the issuance of rights, stock or other property
under  any  stockholders' rights plan, or the redemption or repurchase of rights
pursuant  thereto,  (5)  any dividend in the form of stock, warrants, options or
other  rights  where  the  dividend stock or the stock issuable upon exercise of
such  warrants,  options  or other rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash  payments  in  lieu of fractional shares issued in connection therewith, or
(6)  payments  under  the  Capital  Securities  Guarantee).

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

      ADDITIONAL  JUNIOR  INDEBTEDNESS.  The Company shall not, and it shall not
cause  or  permit any Subsidiary of the Company to, incur, issue or be obligated
on  any  Additional  Junior


                                       17
<PAGE>
Indebtedness,  either directly or indirectly, by way of guarantee, suretyship or
otherwise,  other than Additional Junior Indebtedness (i) that, by its terms, is
expressly  stated  to  be  either  junior  and  subordinate or pari passu in all
respects  to the Debentures, and (ii) of which the Company has notified (and, if
then  required  under  the  applicable  guidelines of the regulating entity, has
received  approval  from)  the Federal Reserve, if the Company is a bank holding
company,  or  the  OTS,  if  the  Company is a savings and loan holding company.


                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     SECURITYHOLDERS'  LISTS.     The  Company covenants and agrees that it will
furnish  or  caused  to  be  furnished  to  the  Trustee:

     ON EACH REGULAR RECORD DATE FOR THE DEBENTURES, A LIST, IN SUCH FORM AS THE
     ---------------------------------------------------------------------------
TRUSTEE  MAY  REASONABLY  REQUIRE,  OF  THE  NAMES  AND  ADDRESSES  OF  THE
---------------------------------------------------------------------------
SECURITYHOLDERS  OF  THE  DEBENTURES  AS  OF  SUCH  RECORD  DATE;  AND
----------------------------------------------------------------------

     AT  SUCH  OTHER TIMES AS THE TRUSTEE MAY REQUEST IN WRITING, WITHIN 30 DAYS
     ---------------------------------------------------------------------------
AFTER THE RECEIPT BY THE COMPANY OF ANY SUCH REQUEST, A LIST OF SIMILAR FORM AND
--------------------------------------------------------------------------------
CONTENT  AS  OF  A  DATE  NOT  MORE  THAN 15 DAYS PRIOR TO THE TIME SUCH LIST IS
--------------------------------------------------------------------------------
FURNISHED;
----------

except  that  no  such lists need be furnished under this Section 4.1 so long as
the  Trustee  is  in  possession  thereof  by  reason of its acting as Debenture
registrar.

     PRESERVATION  AND  DISCLOSURE  OF  LISTS.

     THE  TRUSTEE  SHALL  PRESERVE,  IN  AS  CURRENT  A  FORM  AS  IS REASONABLY
     ---------------------------------------------------------------------------
PRACTICABLE,  ALL  INFORMATION  AS  TO THE NAMES AND ADDRESSES OF THE HOLDERS OF
--------------------------------------------------------------------------------
DEBENTURES  (1) CONTAINED IN THE MOST RECENT LIST FURNISHED TO IT AS PROVIDED IN
--------------------------------------------------------------------------------
SECTION 4.1 OR (2) RECEIVED BY IT IN THE CAPACITY OF DEBENTURES REGISTRAR (IF SO
--------------------------------------------------------------------------------
ACTING) HEREUNDER.  THE TRUSTEE MAY DESTROY ANY LIST FURNISHED TO IT AS PROVIDED
--------------------------------------------------------------------------------
IN  SECTION  4.1  UPON  RECEIPT  OF  A  NEW  LIST  SO  FURNISHED.
-----------------------------------------------------------------

     IN  CASE  THREE  OR  MORE HOLDERS OF DEBENTURES (HEREINAFTER REFERRED TO AS
     ---------------------------------------------------------------------------
"APPLICANTS")  APPLY  IN  WRITING  TO  THE  TRUSTEE  AND  FURNISH TO THE TRUSTEE
--------------------------------------------------------------------------------
REASONABLE  PROOF THAT EACH SUCH APPLICANT HAS OWNED A DEBENTURE FOR A PERIOD OF
--------------------------------------------------------------------------------
AT  LEAST  6 MONTHS PRECEDING THE DATE OF SUCH APPLICATION, AND SUCH APPLICATION
--------------------------------------------------------------------------------
STATES  THAT  THE  APPLICANTS  DESIRE  TO  COMMUNICATE  WITH  OTHER  HOLDERS  OF
--------------------------------------------------------------------------------
DEBENTURES  WITH  RESPECT  TO  THEIR  RIGHTS  UNDER THIS INDENTURE OR UNDER SUCH
--------------------------------------------------------------------------------
DEBENTURES  AND  IS  ACCOMPANIED  BY  A  COPY  OF  THE  FORM  OF  PROXY OR OTHER
--------------------------------------------------------------------------------
COMMUNICATION  WHICH SUCH APPLICANTS PROPOSE TO TRANSMIT, THEN THE TRUSTEE SHALL
--------------------------------------------------------------------------------
WITHIN  5  BUSINESS DAYS AFTER THE RECEIPT OF SUCH APPLICATION, AT ITS ELECTION,
--------------------------------------------------------------------------------
EITHER:
-------

          AFFORD SUCH APPLICANTS ACCESS TO THE INFORMATION PRESERVED AT THE TIME
          BY  THE TRUSTEE IN ACCORDANCE WITH THE PROVISIONS OF SUBSECTION (A) OF
          THIS  SECTION  4.2,  OR

          INFORM  SUCH  APPLICANTS  AS  TO  THE APPROXIMATE NUMBER OF HOLDERS OF
          DEBENTURES  WHOSE  NAMES  AND  ADDRESSES  APPEAR  IN  THE  INFORMATION
          PRESERVED AT THE TIME BY THE TRUSTEE IN ACCORDANCE WITH THE PROVISIONS
          OF  SUBSECTION (A) OF THIS SECTION 4.2, AND AS TO THE APPROXIMATE COST
          OF  MAILING  TO  SUCH  SECURITYHOLDERS  THE  FORM  OF  PROXY  OR OTHER
          COMMUNICATION,  IF  ANY,  SPECIFIED  IN  SUCH  APPLICATION.

     If  the  Trustee  shall  elect not to afford such applicants access to such
information,  the  Trustee  shall,  upon the written request of such applicants,
mail  to  each  Securityholder  whose name and address appear in the information
preserved  at  the  time  by  the  Trustee  in accordance with the provisions of
subsection  (a)  of  this  Section  4.2  a  copy  of  the form of proxy or other
communication  which  is  specified  in  such  request  with


                                       18
<PAGE>
reasonable promptness after a tender to the Trustee of the material to be mailed
and  of  payment,  or  provision  for the payment, of the reasonable expenses of
mailing,  unless  within  five days after such tender, the Trustee shall mail to
such  applicants  and  file  with  the  Securities  and  Exchange Commission, if
permitted or required by applicable law, together with a copy of the material to
be  mailed,  a  written  statement  to  the  effect  that, in the opinion of the
Trustee,  such mailing would be contrary to the best interests of the holders of
all  Debentures, as the case may be, or would be in violation of applicable law.
Such  written  statement  shall  specify  the  basis  of  such opinion.  If said
Commission,  as permitted or required by applicable law, after opportunity for a
hearing  upon  the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of  an  order  sustaining  one or more of such objections, said Commission shall
find,  after  notice  and  opportunity  for  hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail  copies  of  such  material  to  all  such  Securityholders with reasonable
promptness  after  the  entry  of  such  order  and  the renewal of such tender;
otherwise  the  Trustee  shall  be  relieved  of  any obligation or duty to such
applicants  respecting  their  application.

     EACH  AND  EVERY  HOLDER  OF DEBENTURES, BY RECEIVING AND HOLDING THE SAME,
     ---------------------------------------------------------------------------
AGREES WITH COMPANY AND THE TRUSTEE THAT NEITHER THE COMPANY NOR THE TRUSTEE NOR
--------------------------------------------------------------------------------
ANY  PAYING  AGENT  SHALL BE HELD ACCOUNTABLE BY REASON OF THE DISCLOSURE OF ANY
--------------------------------------------------------------------------------
SUCH  INFORMATION  AS TO THE NAMES AND ADDRESSES OF THE HOLDERS OF DEBENTURES IN
--------------------------------------------------------------------------------
ACCORDANCE WITH THE PROVISIONS OF SUBSECTION (B) OF THIS SECTION 4.2, REGARDLESS
--------------------------------------------------------------------------------
OF  THE  SOURCE  FROM  WHICH  SUCH INFORMATION WAS DERIVED, AND THAT THE TRUSTEE
--------------------------------------------------------------------------------
SHALL  NOT  BE  HELD ACCOUNTABLE BY REASON OF MAILING ANY MATERIAL PURSUANT TO A
--------------------------------------------------------------------------------
REQUEST  MADE  UNDER  SAID  SUBSECTION  (B).
--------------------------------------------

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            UPON AN EVENT OF DEFAULT

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

     THE COMPANY DEFAULTS IN THE PAYMENT OF ANY INTEREST UPON ANY DEBENTURE WHEN
     ---------------------------------------------------------------------------
IT  BECOMES  DUE  AND PAYABLE, AND FAILS TO CURE SUCH DEFAULT FOR A PERIOD OF 30
--------------------------------------------------------------------------------
DAYS; PROVIDED, HOWEVER, THAT A VALID EXTENSION OF AN INTEREST PAYMENT PERIOD BY
--------------------------------------------------------------------------------
THE  COMPANY IN ACCORDANCE WITH THE TERMS OF THIS INDENTURE SHALL NOT CONSTITUTE
--------------------------------------------------------------------------------
A  DEFAULT  IN  THE  PAYMENT  OF  INTEREST  FOR  THIS  PURPOSE;  OR
-------------------------------------------------------------------

     THE  COMPANY DEFAULTS IN THE PAYMENT OF ALL OR ANY PART OF THE PRINCIPAL OF
     ---------------------------------------------------------------------------
(OR  PREMIUM,  IF  ANY, ON) ANY DEBENTURES AS AND WHEN THE SAME SHALL BECOME DUE
--------------------------------------------------------------------------------
AND  PAYABLE EITHER AT MATURITY, UPON REDEMPTION, BY DECLARATION OF ACCELERATION
--------------------------------------------------------------------------------
OR  OTHERWISE;  OR
------------------

     THE  COMPANY  DEFAULTS  IN  THE  PERFORMANCE  OF,  OR  BREACHES, ANY OF ITS
     ---------------------------------------------------------------------------
COVENANTS  OR  AGREEMENTS  IN  THIS  INDENTURE OR IN THE TERMS OF THE DEBENTURES
--------------------------------------------------------------------------------
ESTABLISHED  AS  CONTEMPLATED  IN  THIS  INDENTURE  (OTHER  THAN  A  COVENANT OR
--------------------------------------------------------------------------------
AGREEMENT  A  DEFAULT  IN WHOSE PERFORMANCE OR WHOSE BREACH IS ELSEWHERE IN THIS
--------------------------------------------------------------------------------
SECTION  SPECIFICALLY DEALT WITH), AND CONTINUANCE OF SUCH DEFAULT OR BREACH FOR
--------------------------------------------------------------------------------
A PERIOD OF 60 DAYS AFTER THERE HAS BEEN GIVEN, BY REGISTERED OR CERTIFIED MAIL,
--------------------------------------------------------------------------------
TO  THE  COMPANY BY THE TRUSTEE OR TO THE COMPANY AND THE TRUSTEE BY THE HOLDERS
--------------------------------------------------------------------------------
OF  AT  LEAST 25% IN AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING DEBENTURES, A
--------------------------------------------------------------------------------
WRITTEN NOTICE SPECIFYING SUCH DEFAULT OR BREACH AND REQUIRING IT TO BE REMEDIED
--------------------------------------------------------------------------------
AND  STATING  THAT  SUCH  NOTICE  IS  A  "NOTICE  OF  DEFAULT"  HEREUNDER;  OR
------------------------------------------------------------------------------

     A  COURT OF COMPETENT JURISDICTION SHALL ENTER A DECREE OR ORDER FOR RELIEF
     ---------------------------------------------------------------------------
IN  RESPECT  OF  THE  COMPANY  IN  AN  INVOLUNTARY  CASE  UNDER  ANY  APPLICABLE
--------------------------------------------------------------------------------
BANKRUPTCY,  INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAW NOW OR HEREAFTER IN
--------------------------------------------------------------------------------
EFFECT,  OR  APPOINTING  A  RECEIVER,  LIQUIDATOR, ASSIGNEE, CUSTODIAN, TRUSTEE,
--------------------------------------------------------------------------------


                                       19
<PAGE>
SEQUESTRATOR (OR SIMILAR OFFICIAL) OF THE COMPANY OR FOR ANY SUBSTANTIAL PART OF
--------------------------------------------------------------------------------
ITS  PROPERTY, OR ORDERING THE WINDING-UP OR LIQUIDATION OF ITS AFFAIRS AND SUCH
--------------------------------------------------------------------------------
DECREE  OR  ORDER  SHALL  REMAIN  UNSTAYED  AND  IN  EFFECT  FOR  A PERIOD OF 90
--------------------------------------------------------------------------------
CONSECUTIVE  DAYS;  OR
----------------------

     THE  COMPANY  SHALL  COMMENCE  A  VOLUNTARY  CASE  UNDER  ANY  APPLICABLE
     -------------------------------------------------------------------------
BANKRUPTCY,  INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAW NOW OR HEREAFTER IN
--------------------------------------------------------------------------------
EFFECT, SHALL CONSENT TO THE ENTRY OF AN ORDER FOR RELIEF IN AN INVOLUNTARY CASE
--------------------------------------------------------------------------------
UNDER  ANY SUCH LAW, OR SHALL CONSENT TO THE APPOINTMENT OF OR TAKING POSSESSION
--------------------------------------------------------------------------------
BY  A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR (OR OTHER
--------------------------------------------------------------------------------
SIMILAR  OFFICIAL) OF THE COMPANY OR OF ANY SUBSTANTIAL PART OF ITS PROPERTY, OR
--------------------------------------------------------------------------------
SHALL  MAKE  ANY  GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR SHALL FAIL
--------------------------------------------------------------------------------
GENERALLY  TO  PAY  ITS  DEBTS  AS  THEY  BECOME  DUE;  OR
----------------------------------------------------------

     THE  TRUST  SHALL  HAVE VOLUNTARILY OR INVOLUNTARILY LIQUIDATED, DISSOLVED,
     ---------------------------------------------------------------------------
WOUND-UP ITS BUSINESS OR OTHERWISE TERMINATED ITS EXISTENCE EXCEPT IN CONNECTION
--------------------------------------------------------------------------------
WITH  (I) THE DISTRIBUTION OF THE DEBENTURES TO HOLDERS OF SUCH TRUST SECURITIES
--------------------------------------------------------------------------------
IN  LIQUIDATION  OF  THEIR INTERESTS IN THE TRUST, (II) THE REDEMPTION OF ALL OF
--------------------------------------------------------------------------------
THE  OUTSTANDING  TRUST  SECURITIES  OR (III) CERTAIN MERGERS, CONSOLIDATIONS OR
--------------------------------------------------------------------------------
AMALGAMATIONS,  EACH  AS  PERMITTED  BY  THE  DECLARATION.
----------------------------------------------------------

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

     The foregoing provisions, however, are subject to the condition that if, at
any  time  after the principal of the Debentures shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall  have  been  obtained  or entered as hereinafter provided, (i) the Company
shall  pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments  of  interest  upon  all  the  Debentures  and the principal of and
premium, if any, on the Debentures which shall have become due otherwise than by
acceleration  (with  interest  upon  such  principal  and  premium,  if any, and
Additional  Interest) and such amount as shall be sufficient to cover reasonable
compensation  to  the  Trustee  and  each  predecessor Trustee, their respective
agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
to  Section  6.6,  if  any, and (ii) all Events of Default under this Indenture,
other than the non-payment of the principal of or premium, if any, on Debentures
which  shall  have  become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein -- then and in every such case the holders
of  a majority in aggregate principal amount of the Debentures then outstanding,
by  written notice to the Company and to the Trustee, may waive all defaults and
rescind  and  annul such declaration and its consequences, but no such waiver or
rescission  and annulment shall extend to or shall affect any subsequent default
or  shall  impair  any  right  consequent  thereon.

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

     PAYMENT  OF DEBENTURES ON DEFAULT; SUIT THEREFOR.     The Company covenants
that  upon  the  occurrence of an Event of Default pursuant to Section 5.1(a) or
Section  5.1(b)  then,  upon  demand of the Trustee, the Company will pay to the
Trustee,  for the benefit of the holders of the Debentures the whole amount that
then  shall  have  become  due  and  payable on all Debentures for principal and
premium,  if  any,  or  interest,  or  both, as the case may be, with Additional
Interest  accrued  on  the


                                       20
<PAGE>
Debentures  (to  the  extent  that payment of such interest is enforceable under
applicable law and, if the Debentures are held by the Trust or a trustee of such
Trust,  without  duplication of any other amounts paid by the Trust or a trustee
in  respect  thereof); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a reasonable
compensation  to  the  Trustee, its agents, attorneys and counsel, and any other
amounts  due  to  the Trustee under Section 6.6.  In case the Company shall fail
forthwith to pay such amounts upon such demand, the Trustee, in its own name and
as trustee of an express trust, shall be entitled and empowered to institute any
actions or proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any  other  obligor on such Debentures and collect in the manner provided by law
out  of  the  property  of  the  Company or any other obligor on such Debentures
wherever  situated  the  moneys  adjudged  or  decreed  to  be  payable.

     In  case  there  shall be pending proceedings for the bankruptcy or for the
reorganization  of  the  Company  or  any  other obligor on the Debentures under
Bankruptcy  Law,  or in case a receiver or trustee shall have been appointed for
the  property  of the Company or such other obligor, or in the case of any other
similar  judicial  proceedings relative to the Company or other obligor upon the
Debentures,  or  to  the  creditors  or  property  of  the Company or such other
obligor,  the  Trustee,  irrespective of whether the principal of the Debentures
shall  then  be  due  and  payable  as  therein  expressed  or by declaration of
acceleration  or  otherwise  and  irrespective of whether the Trustee shall have
made  any  demand  pursuant  to  the  provisions  of  this Section 5.2, shall be
entitled  and  empowered,  by  intervention  in  such  proceedings or otherwise,

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

     (ii) in  case of any judicial proceedings, to file such proofs of claim and
          other papers or documents as may be necessary or advisable in order to
          have  the  claims  of  the Trustee (including any claim for reasonable
          compensation  to  the  Trustee and each predecessor Trustee, and their
          respective agents, attorneys and counsel, and for reimbursement of all
          other  amounts  due  to  the  Trustee  under  Section 6.6), and of the
          Securityholders  allowed  in such judicial proceedings relative to the
          Company or any other obligor on the Debentures, or to the creditors or
          property  of  the  Company or such other obligor, unless prohibited by
          applicable  law  and  regulations, to vote on behalf of the holders of
          the  Debentures  in  any election of a trustee or a standby trustee in
          arrangement,  reorganization,  liquidation  or  other  bankruptcy  or
          insolvency  proceedings  or  Person  performing  similar  functions in
          comparable  proceedings,

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

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

Any  receiver,  assignee  or  trustee  in bankruptcy or reorganization is hereby
authorized  by each of the Securityholders to make such payments to the Trustee,
and,  in the event that the Trustee shall consent to the making of such payments
directly  to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient  to  cover  reasonable  compensation to the Trustee, each predecessor
Trustee  and  their  respective  agents,  attorneys  and  counsel, and all other
amounts  due  to  the  Trustee  under  Section  6.6.

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


                                       21
<PAGE>
     All rights of action and of asserting claims under this Indenture, or under
any  of the Debentures, may be enforced by the Trustee without the possession of
any  of  the  Debentures,  or  the  production  thereof  at  any  trial or other
proceeding  relative  thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery  of  judgment  shall  be  for the ratable benefit of the holders of the
Debentures.

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

     APPLICATION OF MONEYS COLLECTED BY TRUSTEE.     Any moneys collected by the
Trustee  pursuant  to this Article V shall be applied in the following order, at
the date or dates fixed by the Trustee for the distribution of such moneys, upon
presentation  of  the  several  Debentures  in respect of which moneys have been
collected,  and  stamping  thereon the payment, if only partially paid, and upon
surrender  thereof  if  fully  paid:

     First:  To  the  payment  of costs and expenses incurred by, and reasonable
fees  of,  the  Trustee,  its  agents,  attorneys  and counsel, and of all other
amounts  due  to  the  Trustee  under  Section  6.6;

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

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

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

     PROCEEDINGS  BY  SECURITYHOLDERS.     No holder of any Debenture shall have
any  right to institute any suit, action or proceeding for any remedy hereunder,
unless  such holder previously shall have given to the Trustee written notice of
an Event of Default with respect to the Debentures and unless the holders of not
less  than  25% in aggregate principal amount of the Debentures then outstanding
shall have given the Trustee a written request to institute such action, suit or
proceeding and shall have offered to the Trustee such reasonable indemnity as it
may  require against the costs, expenses and liabilities to be incurred thereby,
and  the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action, suit or proceeding.

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


                                       22
<PAGE>
     PROCEEDINGS  BY  TRUSTEE.     In  case of an Event of Default hereunder the
Trustee  may  in its discretion proceed to protect and enforce the rights vested
in  it by this Indenture by such appropriate judicial proceedings as the Trustee
shall  deem  most effectual to protect and enforce any of such rights, either by
suit  in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether  for  the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or  to  enforce any other legal or equitable right vested in the Trustee by this
Indenture  or  by  law.

     REMEDIES  CUMULATIVE  AND  CONTINUING;  DELAY  OR  OMISSION  NOT  A WAIVER.
Except  as  otherwise  provided in Section 2.6, all powers and remedies given by
this  Article  V  to  the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other powers and
remedies  available to the Trustee or the holders of the Debentures, by judicial
proceedings  or  otherwise,  to  enforce  the  performance  or observance of the
covenants  and  agreements  contained in this Indenture or otherwise established
with  respect  to  the Debentures, and no delay or omission of the Trustee or of
any  holder  of  any  of  the  Debentures to exercise any right, remedy or power
accruing  upon  any Event of Default occurring and continuing as aforesaid shall
impair  any such right, remedy or power, or shall be construed to be a waiver of
any  such  default or an acquiescence therein; and, subject to the provisions of
Section  5.4,  every  power  and remedy given by this Article V or by law to the
Trustee  or  to  the  Securityholders may be exercised from time to time, and as
often  as  shall  be  deemed  expedient,  by the Trustee (in accordance with its
duties  under  Section  6.1)  or  by  the  Securityholders.

     DIRECTION  OF  PROCEEDINGS  AND  WAIVER  OF  DEFAULTS  BY  MAJORITY  OF
SECURITYHOLDERS.     The  holders of a majority in aggregate principal amount of
the Debentures affected (voting as one class) at the time outstanding shall have
the right to direct the time, method, and place of conducting any proceeding for
any  remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to such Debentures; provided, however, that (subject
                                                --------  -------
to the provisions of Section 6.1) the Trustee shall have the right to decline to
follow  any  such  direction  if  the Trustee shall determine that the action so
directed  would  be  unjustly prejudicial to the holders not taking part in such
direction  or if the Trustee being advised by counsel determines that the action
or  proceeding so directed may not lawfully be taken or if a Responsible Officer
of  the Trustee shall determine that the action or proceedings so directed would
involve  the  Trustee  in  personal  liability.

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


                                       23
<PAGE>
     NOTICE  OF DEFAULTS.     The Trustee shall, within 90 days after the actual
knowledge by a Responsible Officer of the Trustee of the occurrence of a default
with  respect  to  the Debentures, mail to all Securityholders, as the names and
addresses  of  such  holders  appear  upon the Debenture Register, notice of all
defaults  with  respect  to  the  Debentures  known  to the Trustee, unless such
defaults  shall  have  been  cured  before  the  giving of such notice (the term
"defaults"  for  the  purpose of this Section 5.8 being hereby defined to be the
events  specified in clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not
including  periods  of  grace, if any, provided for therein); provided, however,
                                                              --------  -------
that, except in the case of default in the payment of the principal of, premium,
if  any, or interest on any of the Debentures, the Trustee shall be protected in
withholding  such  notice if and so long as a Responsible Officer of the Trustee
in good faith determines that the withholding of such notice is in the interests
of  the  Securityholders.

     UNDERTAKING TO PAY COSTS.     All parties to this Indenture agree, and each
holder  of  any  Debenture  by  his  acceptance  thereof shall be deemed to have
agreed,  that  any  court  may  in  its  discretion require, in any suit for the
enforcement  of any right or remedy under this Indenture, or in any suit against
the  Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that  such  court  may  in  its  discretion  assess  reasonable costs, including
reasonable  attorneys'  fees  and  expenses,  against any party litigant in such
suit,  having  due regard to the merits and good faith of the claims or defenses
made  by  such  party  litigant;  provided, however, that the provisions of this
                                  --------  -------
Section  5.9  shall not apply to any suit instituted by the Trustee, to any suit
instituted  by  any  Securityholder, or group of Securityholders, holding in the
aggregate more than 10% in principal amount of the Debentures outstanding, or to
any  suit instituted by any Securityholder for the enforcement of the payment of
the  principal  of (or premium, if any) or interest on any Debenture against the
Company  on  or  after  the  same  shall  have  become  due  and  payable.


                             CONCERNING THE TRUSTEE

     DUTIES  AND RESPONSIBILITIES OF TRUSTEE.     With respect to the holders of
Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of
Default  with  respect  to the Debentures and after the curing or waiving of all
Events  of  Default  which  may  have  occurred, with respect to the Debentures,
undertakes  to  perform such duties and only such duties as are specifically set
forth  in  this  Indenture,  and  no  implied  covenants shall be read into this
Indenture  against the Trustee.  In case an Event of Default with respect to the
Debentures  has occurred (which has not been cured or waived), the Trustee shall
exercise  such  of the rights and powers vested in it by this Indenture, and use
the  same  degree  of  care  and skill in their exercise, as a prudent man would
exercise  or  use  under  the  circumstances  in the conduct of his own affairs.

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

     PRIOR  TO  THE OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO DEBENTURES
     ---------------------------------------------------------------------------
AND AFTER THE CURING OR WAIVING OF ALL EVENTS OF DEFAULT WHICH MAY HAVE OCCURRED
--------------------------------------------------------------------------------

          THE  DUTIES  AND OBLIGATIONS OF THE TRUSTEE WITH RESPECT TO DEBENTURES
          SHALL  BE  DETERMINED  SOLELY  BY  THE  EXPRESS  PROVISIONS  OF  THIS
          INDENTURE,  AND  THE  TRUSTEE  SHALL  NOT  BE  LIABLE  EXCEPT  FOR THE
          PERFORMANCE  OF  SUCH  DUTIES  AND  OBLIGATIONS  WITH  RESPECT  TO THE
          DEBENTURES  AS  ARE  SPECIFICALLY  SET FORTH IN THIS INDENTURE, AND NO
          IMPLIED  COVENANTS  OR  OBLIGATIONS  SHALL BE READ INTO THIS INDENTURE
          AGAINST  THE  TRUSTEE,  AND

          IN  THE  ABSENCE  OF BAD FAITH ON THE PART OF THE TRUSTEE, THE TRUSTEE
          MAY  CONCLUSIVELY  RELY,  AS  TO  THE  TRUTH OF THE STATEMENTS AND THE
          CORRECTNESS  OF  THE  OPINIONS  EXPRESSED


                                       24
<PAGE>
          THEREIN,  UPON  ANY  CERTIFICATES OR OPINIONS FURNISHED TO THE TRUSTEE
          AND CONFORMING TO THE REQUIREMENTS OF THIS INDENTURE; BUT, IN THE CASE
          OF ANY SUCH CERTIFICATES OR OPINIONS WHICH BY ANY PROVISION HEREOF ARE
          SPECIFICALLY  REQUIRED  TO  BE  FURNISHED  TO THE TRUSTEE, THE TRUSTEE
          SHALL  BE UNDER A DUTY TO EXAMINE THE SAME TO DETERMINE WHETHER OR NOT
          THEY  CONFORM  TO  THE  REQUIREMENTS  OF  THIS  INDENTURE;

     THE  TRUSTEE  SHALL  NOT  BE  LIABLE FOR ANY ERROR OF JUDGMENT MADE IN GOOD
     ---------------------------------------------------------------------------
FAITH  BY  A  RESPONSIBLE OFFICER OR OFFICERS OF THE TRUSTEE, UNLESS IT SHALL BE
--------------------------------------------------------------------------------
PROVED  THAT  THE TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS; AND
--------------------------------------------------------------------------------

     THE TRUSTEE SHALL NOT BE LIABLE WITH RESPECT TO ANY ACTION TAKEN OR OMITTED
     ---------------------------------------------------------------------------
TO  BE  TAKEN  BY  IT  IN  GOOD  FAITH,  IN ACCORDANCE WITH THE DIRECTION OF THE
--------------------------------------------------------------------------------
SECURITYHOLDERS  PURSUANT TO SECTION 5.7, RELATING TO THE TIME, METHOD AND PLACE
--------------------------------------------------------------------------------
OF  CONDUCTING  ANY  PROCEEDING  FOR  ANY  REMEDY  AVAILABLE  TO THE TRUSTEE, OR
--------------------------------------------------------------------------------
EXERCISING  ANY TRUST OR POWER CONFERRED UPON THE TRUSTEE, UNDER THIS INDENTURE.
--------------------------------------------------------------------------------

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

     RELIANCE  ON  DOCUMENTS, OPINIONS, ETC.     Except as otherwise provided in
Section  6.1:

     THE TRUSTEE MAY CONCLUSIVELY RELY AND SHALL BE FULLY PROTECTED IN ACTING OR
     ---------------------------------------------------------------------------
REFRAINING  FROM ACTING UPON ANY RESOLUTION, CERTIFICATE, STATEMENT, INSTRUMENT,
--------------------------------------------------------------------------------
OPINION, REPORT, NOTICE, REQUEST, CONSENT, ORDER, BOND, NOTE, DEBENTURE OR OTHER
--------------------------------------------------------------------------------
PAPER  OR  DOCUMENT  BELIEVED  BY  IT  TO  BE GENUINE AND TO HAVE BEEN SIGNED OR
--------------------------------------------------------------------------------
PRESENTED  BY  THE  PROPER  PARTY  OR  PARTIES;
-----------------------------------------------

     ANY  REQUEST,  DIRECTION,  ORDER  OR DEMAND OF THE COMPANY MENTIONED HEREIN
     ---------------------------------------------------------------------------
SHALL  BE  SUFFICIENTLY  EVIDENCED  BY  AN  OFFICERS'  CERTIFICATE (UNLESS OTHER
--------------------------------------------------------------------------------
EVIDENCE  IN  RESPECT  THEREOF BE HEREIN SPECIFICALLY PRESCRIBED); AND ANY BOARD
--------------------------------------------------------------------------------
RESOLUTION  MAY  BE  EVIDENCED TO THE TRUSTEE BY A COPY THEREOF CERTIFIED BY THE
--------------------------------------------------------------------------------
SECRETARY  OR  AN  ASSISTANT  SECRETARY  OF  THE  COMPANY;
----------------------------------------------------------

     THE  TRUSTEE  MAY  CONSULT  WITH COUNSEL OF ITS SELECTION AND ANY ADVICE OR
     ---------------------------------------------------------------------------
OPINION  OF  COUNSEL  SHALL BE FULL AND COMPLETE AUTHORIZATION AND PROTECTION IN
--------------------------------------------------------------------------------
RESPECT  OF  ANY ACTION TAKEN, SUFFERED OR OMITTED BY IT HEREUNDER IN GOOD FAITH
--------------------------------------------------------------------------------
AND  IN  ACCORDANCE  WITH  SUCH  ADVICE  OR  OPINION  OF  COUNSEL;
------------------------------------------------------------------

     THE  TRUSTEE  SHALL BE UNDER NO OBLIGATION TO EXERCISE ANY OF THE RIGHTS OR
     ---------------------------------------------------------------------------
POWERS  VESTED IN IT BY THIS INDENTURE AT THE REQUEST, ORDER OR DIRECTION OF ANY
--------------------------------------------------------------------------------
OF  THE  SECURITYHOLDERS,  PURSUANT  TO THE PROVISIONS OF THIS INDENTURE, UNLESS
--------------------------------------------------------------------------------
SUCH  SECURITYHOLDERS  SHALL  HAVE OFFERED TO THE TRUSTEE REASONABLE SECURITY OR
--------------------------------------------------------------------------------
INDEMNITY  AGAINST  THE  COSTS,  EXPENSES  AND LIABILITIES WHICH MAY BE INCURRED
--------------------------------------------------------------------------------
THEREIN  OR  THEREBY;
---------------------

     THE  TRUSTEE  SHALL  NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED BY IT IN
     ---------------------------------------------------------------------------
GOOD  FAITH  AND  BELIEVED  BY  IT  TO BE AUTHORIZED OR WITHIN THE DISCRETION OR
--------------------------------------------------------------------------------
RIGHTS  OR  POWERS CONFERRED UPON IT BY THIS INDENTURE; NOTHING CONTAINED HEREIN
--------------------------------------------------------------------------------
SHALL, HOWEVER, RELIEVE THE TRUSTEE OF THE OBLIGATION, UPON THE OCCURRENCE OF AN
--------------------------------------------------------------------------------
EVENT  OF  DEFAULT  WITH  RESPECT  TO THE DEBENTURES (THAT HAS NOT BEEN CURED OR
--------------------------------------------------------------------------------
WAIVED)  TO  EXERCISE  WITH  RESPECT TO DEBENTURES SUCH OF THE RIGHTS AND POWERS
--------------------------------------------------------------------------------
VESTED  IN IT BY THIS INDENTURE, AND TO USE THE SAME DEGREE OF CARE AND SKILL IN
--------------------------------------------------------------------------------
THEIR  EXERCISE,  AS A PRUDENT MAN WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES
--------------------------------------------------------------------------------
IN  THE  CONDUCT  OF  HIS  OWN  AFFAIRS;
----------------------------------------

     THE  TRUSTEE SHALL NOT BE BOUND TO MAKE ANY INVESTIGATION INTO THE FACTS OR
     ---------------------------------------------------------------------------
MATTERS  STATED  IN ANY RESOLUTION, CERTIFICATE, STATEMENT, INSTRUMENT, OPINION,
--------------------------------------------------------------------------------
REPORT,  NOTICE,  REQUEST,  CONSENT,  ORDER,
--------------------------------------------


                                       25
<PAGE>

APPROVAL,  BOND,  DEBENTURE, COUPON OR OTHER PAPER OR DOCUMENT, UNLESS REQUESTED
--------------------------------------------------------------------------------
IN  WRITING  TO  DO  SO  BY THE HOLDERS OF NOT LESS THAN A MAJORITY IN AGGREGATE
--------------------------------------------------------------------------------
PRINCIPAL  AMOUNT  OF  THE  OUTSTANDING  DEBENTURES  AFFECTED THEREBY; PROVIDED,
--------------------------------------------------------------------------------
HOWEVER,  THAT  IF  THE  PAYMENT  WITHIN A REASONABLE TIME TO THE TRUSTEE OF THE
--------------------------------------------------------------------------------
COSTS, EXPENSES OR LIABILITIES LIKELY TO BE INCURRED BY IT IN THE MAKING OF SUCH
--------------------------------------------------------------------------------
INVESTIGATION  IS,  IN THE OPINION OF THE TRUSTEE, NOT REASONABLY ASSURED TO THE
--------------------------------------------------------------------------------
TRUSTEE  BY  THE  SECURITY  AFFORDED  TO  IT BY THE TERMS OF THIS INDENTURE, THE
--------------------------------------------------------------------------------
TRUSTEE  MAY REQUIRE REASONABLE INDEMNITY AGAINST SUCH EXPENSE OR LIABILITY AS A
--------------------------------------------------------------------------------
CONDITION  TO  SO  PROCEEDING;
------------------------------

     THE  TRUSTEE  MAY  EXECUTE ANY OF THE TRUSTS OR POWERS HEREUNDER OR PERFORM
     ---------------------------------------------------------------------------
ANY  DUTIES  HEREUNDER  EITHER  DIRECTLY  OR BY OR THROUGH AGENTS (INCLUDING ANY
--------------------------------------------------------------------------------
AUTHENTICATING AGENT) OR ATTORNEYS, AND THE TRUSTEE SHALL NOT BE RESPONSIBLE FOR
--------------------------------------------------------------------------------
ANY MISCONDUCT OR NEGLIGENCE ON THE PART OF ANY SUCH AGENT OR ATTORNEY APPOINTED
--------------------------------------------------------------------------------
BY  IT  WITH  DUE  CARE;  AND
-----------------------------

     WITH  THE  EXCEPTIONS  OF  DEFAULTS  UNDER  SECTIONS  5.1(A) OR 5.1(B), THE
     ---------------------------------------------------------------------------
TRUSTEE  SHALL  NOT BE CHARGED WITH KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT
--------------------------------------------------------------------------------
WITH  RESPECT TO THE DEBENTURES UNLESS A WRITTEN NOTICE OF SUCH DEFAULT OR EVENT
--------------------------------------------------------------------------------
OF  DEFAULT  SHALL  HAVE  BEEN  GIVEN TO THE TRUSTEE BY THE COMPANY OR ANY OTHER
--------------------------------------------------------------------------------
OBLIGOR  ON  THE  DEBENTURES  OR  BY  ANY  HOLDER  OF  THE  DEBENTURES.
-----------------------------------------------------------------------

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

     TRUSTEE,  AUTHENTICATING AGENT, PAYING AGENTS, TRANSFER AGENTS OR REGISTRAR
MAY  OWN  DEBENTURES.     The  Trustee or any Authenticating Agent or any paying
agent or any transfer agent or any Debenture registrar, in its individual or any
other  capacity,  may  become  the  owner or pledgee of Debentures with the same
rights it would have if it were not Trustee, Authenticating Agent, paying agent,
transfer  agent  or  Debenture  registrar.

     MONEYS  TO BE HELD IN TRUST.     Subject to the provisions of Section 12.4,
all  moneys  received  by  the  Trustee or any paying agent shall, until used or
applied as herein provided, be held in trust for the purpose for which they were
received,  but  need  not  be  segregated  from other funds except to the extent
required  by  law.  The Trustee and any paying agent shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed in
writing  with  the  Company.  So long as no Event of Default shall have occurred
and  be  continuing,  all interest allowed on any such moneys shall be paid from
time  to  time  upon the written order of the Company, signed by the Chairman of
the  Board  of Directors, the Chief Executive Officer, the President, a Managing
Director,  a  Vice  President,  the  Treasurer  or an Assistant Treasurer of the
Company.

     COMPENSATION  AND EXPENSES OF TRUSTEE.     The Company covenants and agrees
to  pay  or  reimburse the Trustee upon its request for all reasonable expenses,
disbursements  and  advances  incurred or made by the Trustee in accordance with
any  of  the provisions of this Indenture (including the reasonable compensation
and  the  expenses  and  disbursements  of  its  counsel  and of all Persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or willful misconduct.  For purposes of clarification,
this  Section  6.6 does not contemplate the payment by the Company of acceptance
or  annual  administration fees owing to the Trustee pursuant to the services to
be  provided by the Trustee under this Indenture or the fees and expenses of the
Trustee's  counsel  in  connection  with  the  closing  of


                                       26
<PAGE>
the  transactions contemplated by this Indenture.  The Company also covenants to
indemnify  each  of  the  Trustee  or any predecessor Trustee (and its officers,
agents,  directors  and employees) for, and to hold it harmless against, any and
all  loss, damage, claim, liability or expense including taxes (other than taxes
based  on  the  income  of  the  Trustee) incurred without negligence or willful
misconduct  on  the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of  defending  itself  against  any  claim of liability.  The obligations of the
Company  under  this  Section 6.6 to compensate and indemnify the Trustee and to
pay  or  reimburse  the  Trustee  for expenses, disbursements and advances shall
constitute  additional  indebtedness  hereunder.  Such  additional  indebtedness
shall be secured by a lien prior to that of the Debentures upon all property and
funds  held  or collected by the Trustee as such, except funds held in trust for
the  benefit  of  the  holders  of  particular  Debentures.

     Without  prejudice  to  any  other  rights  available  to the Trustee under
applicable  law,  when  the  Trustee  incurs  expenses  or  renders  services in
connection  with an Event of Default specified in Section 5.1(d), Section 5.1(e)
or  Section  5.1(f), the expenses (including the reasonable charges and expenses
of its counsel) and the compensation for the services are intended to constitute
expenses  of  administration  under  any applicable federal or state bankruptcy,
insolvency  or  other  similar  law.

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

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

     OFFICERS'  CERTIFICATE  AS  EVIDENCE.     Except  as  otherwise provided in
Sections  6.1  and 6.2, whenever in the administration of the provisions of this
Indenture  the  Trustee  shall  deem  it necessary or desirable that a matter be
proved  or  established  prior  to taking or omitting any action hereunder, such
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may, in the absence of negligence or willful misconduct on the part
of  the  Trustee,  be  deemed  to  be  conclusively proved and established by an
Officers'  Certificate  delivered  to  the Trustee, and such certificate, in the
absence of negligence or willful misconduct on the part of the Trustee, shall be
full  warrant  to  the  Trustee  for any action taken or omitted by it under the
provisions  of  this  Indenture  upon  the  faith  thereof.

     ELIGIBILITY  OF  TRUSTEE.     The Trustee hereunder shall at all times be a
corporation  organized and doing business under the laws of the United States of
America  or  any  state or territory thereof or of the District of Columbia or a
corporation  or  other  Person  authorized under such laws to exercise corporate
trust  powers,  having (or whose obligations under this Indenture are guaranteed
by  an  affiliate  having) a combined capital and surplus of at least 50 million
U.S.  dollars  ($50,000,000.00)  and  subject  to  supervision or examination by
federal,  state,  territorial,  or  District  of  Columbia  authority.  If  such
corporation publishes reports of condition at least annually, pursuant to law or
to  the  requirements  of the aforesaid supervising or examining authority, then
for  the  purposes  of this Section 6.8 the combined capital and surplus of such
corporation  shall be deemed to be its combined capital and surplus as set forth
in  its  most  recent  records  of  condition  so  published.

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

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


                                       27
<PAGE>
     If  the  Trustee has or shall acquire any "conflicting interest" within the
meaning  of  Sec.310(b)  of  the  Trust Indenture Act of 1939, the Trustee shall
either  eliminate  such  interest  or  resign,  to  the extent and in the manner
described  by  this  Indenture.

     RESIGNATION  OR  REMOVAL  OF  TRUSTEE

     THE  TRUSTEE,  OR  ANY  TRUSTEE OR TRUSTEES HEREAFTER APPOINTED, MAY AT ANY
     ---------------------------------------------------------------------------
TIME  RESIGN  BY GIVING WRITTEN NOTICE OF SUCH RESIGNATION TO THE COMPANY AND BY
--------------------------------------------------------------------------------
MAILING  NOTICE  THEREOF,  AT  THE  COMPANY'S  EXPENSE,  TO  THE  HOLDERS OF THE
--------------------------------------------------------------------------------
DEBENTURES  AT  THEIR  ADDRESSES AS THEY SHALL APPEAR ON THE DEBENTURE REGISTER.
--------------------------------------------------------------------------------
UPON  RECEIVING SUCH NOTICE OF RESIGNATION, THE COMPANY SHALL PROMPTLY APPOINT A
--------------------------------------------------------------------------------
SUCCESSOR  TRUSTEE  OR TRUSTEES BY WRITTEN INSTRUMENT, IN DUPLICATE, EXECUTED BY
--------------------------------------------------------------------------------
ORDER OF ITS BOARD OF DIRECTORS, ONE COPY OF WHICH INSTRUMENT SHALL BE DELIVERED
--------------------------------------------------------------------------------
TO THE RESIGNING TRUSTEE AND ONE COPY TO THE SUCCESSOR TRUSTEE.  IF NO SUCCESSOR
--------------------------------------------------------------------------------
TRUSTEE  SHALL  HAVE  BEEN  SO APPOINTED AND HAVE ACCEPTED APPOINTMENT WITHIN 30
--------------------------------------------------------------------------------
DAYS  AFTER  THE  MAILING  OF  SUCH  NOTICE  OF  RESIGNATION  TO  THE  AFFECTED
-------------------------------------------------------------------------------
SECURITYHOLDERS,  THE  RESIGNING  TRUSTEE  MAY  PETITION  ANY COURT OF COMPETENT
--------------------------------------------------------------------------------
JURISDICTION  FOR  THE APPOINTMENT OF A SUCCESSOR TRUSTEE, OR ANY SECURITYHOLDER
--------------------------------------------------------------------------------
WHO  HAS  BEEN  A BONA FIDE HOLDER OF A DEBENTURE OR DEBENTURES FOR AT LEAST SIX
--------------------------------------------------------------------------------
MONTHS  MAY,  SUBJECT TO THE PROVISIONS OF SECTION 5.9, ON BEHALF OF HIMSELF AND
--------------------------------------------------------------------------------
ALL  OTHERS SIMILARLY SITUATED, PETITION ANY SUCH COURT FOR THE APPOINTMENT OF A
--------------------------------------------------------------------------------
SUCCESSOR  TRUSTEE.  SUCH  COURT MAY THEREUPON, AFTER SUCH NOTICE, IF ANY, AS IT
--------------------------------------------------------------------------------
MAY  DEEM  PROPER  AND  PRESCRIBE,  APPOINT  A  SUCCESSOR  TRUSTEE.
-------------------------------------------------------------------

     IN  CASE  AT  ANY  TIME  ANY  OF  THE  FOLLOWING  SHALL  OCCUR  --
     ------------------------------------------------------------------

          THE  TRUSTEE  SHALL  FAIL TO COMPLY WITH THE PROVISIONS OF SECTION 6.8
          AFTER WRITTEN REQUEST THEREFOR BY THE COMPANY OR BY ANY SECURITYHOLDER
          WHO  HAS  BEEN  A BONA FIDE HOLDER OF A DEBENTURE OR DEBENTURES FOR AT
          LEAST  6  MONTHS,  OR

          THE  TRUSTEE  SHALL  CEASE  TO  BE  ELIGIBLE  IN  ACCORDANCE  WITH THE
          PROVISIONS  OF  SECTION  6.8  AND  SHALL  FAIL TO RESIGN AFTER WRITTEN
          REQUEST  THEREFOR  BY  THE  COMPANY  OR BY ANY SUCH SECURITYHOLDER, OR

          THE  TRUSTEE SHALL BECOME INCAPABLE OF ACTING, OR SHALL BE ADJUDGED AS
          BANKRUPT OR INSOLVENT, OR A RECEIVER OF THE TRUSTEE OR OF ITS PROPERTY
          SHALL BE APPOINTED, OR ANY PUBLIC OFFICER SHALL TAKE CHARGE OR CONTROL
          OF  THE  TRUSTEE  OR  OF  ITS  PROPERTY  OR AFFAIRS FOR THE PURPOSE OF
          REHABILITATION,  CONSERVATION  OR  LIQUIDATION,

THEN, IN ANY SUCH CASE, THE COMPANY MAY REMOVE THE TRUSTEE AND APPOINT A
SUCCESSOR TRUSTEE BY WRITTEN INSTRUMENT, IN DUPLICATE, EXECUTED BY ORDER OF THE
BOARD OF DIRECTORS, ONE COPY OF WHICH INSTRUMENT SHALL BE DELIVERED TO THE
TRUSTEE SO REMOVED AND ONE COPY TO THE SUCCESSOR TRUSTEE, OR, SUBJECT TO THE
PROVISIONS OF SECTION 5.9, ANY SECURITYHOLDER WHO HAS BEEN A BONA FIDE HOLDER OF
A DEBENTURE OR DEBENTURES FOR AT LEAST 6 MONTHS MAY, ON BEHALF OF HIMSELF AND
ALL OTHERS SIMILARLY SITUATED, PETITION ANY COURT OF COMPETENT JURISDICTION FOR
THE REMOVAL OF THE TRUSTEE AND THE APPOINTMENT OF A SUCCESSOR TRUSTEE.  SUCH
COURT MAY THEREUPON, AFTER SUCH NOTICE, IF ANY, AS IT MAY DEEM PROPER AND
PRESCRIBE, REMOVE THE TRUSTEE AND APPOINT SUCCESSOR TRUSTEE.
     UPON  PRIOR WRITTEN NOTICE TO THE COMPANY AND THE TRUSTEE, THE HOLDERS OF A
     ---------------------------------------------------------------------------
MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE DEBENTURES AT THE TIME OUTSTANDING
--------------------------------------------------------------------------------
MAY AT ANY TIME REMOVE THE TRUSTEE AND NOMINATE A SUCCESSOR TRUSTEE, WHICH SHALL
--------------------------------------------------------------------------------
BE  DEEMED  APPOINTED  AS SUCCESSOR TRUSTEE UNLESS WITHIN 10 BUSINESS DAYS AFTER
--------------------------------------------------------------------------------
SUCH  NOMINATION THE COMPANY OBJECTS THERETO, IN WHICH CASE, OR IN THE CASE OF A
--------------------------------------------------------------------------------
FAILURE  BY SUCH HOLDERS TO NOMINATE A SUCCESSOR TRUSTEE, THE TRUSTEE SO REMOVED
--------------------------------------------------------------------------------
OR  ANY  SECURITYHOLDER,  UPON  THE  TERMS  AND  CONDITIONS  AND OTHERWISE AS IN
--------------------------------------------------------------------------------
SUBSECTION (A) OF THIS SECTION 6.9 PROVIDED, MAY PETITION ANY COURT OF COMPETENT
--------------------------------------------------------------------------------
JURISDICTION  FOR  AN  APPOINTMENT  OF  A  SUCCESSOR.
-----------------------------------------------------


                                       28
<PAGE>
------
     ANY  RESIGNATION  OR  REMOVAL OF THE TRUSTEE AND APPOINTMENT OF A SUCCESSOR
     ---------------------------------------------------------------------------
TRUSTEE PURSUANT TO ANY OF THE PROVISIONS OF THIS SECTION SHALL BECOME EFFECTIVE
--------------------------------------------------------------------------------
UPON  ACCEPTANCE  OF APPOINTMENT BY THE SUCCESSOR TRUSTEE AS PROVIDED IN SECTION
--------------------------------------------------------------------------------
6.10.
-----

     ACCEPTANCE  BY  SUCCESSOR  TRUSTEE.     Any  successor Trustee appointed as
provided  in  Section  6.9 shall execute, acknowledge and deliver to the Company
and  to  its  predecessor  Trustee  an  instrument  accepting  such  appointment
hereunder,  and  thereupon  the  resignation  or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or  conveyance,  shall  become  vested  with  all the rights, powers, duties and
obligations  with  respect  to the Debentures of its predecessor hereunder, with
like  effect as if originally named as Trustee herein; but, nevertheless, on the
written  request of the Company or of the successor Trustee, the Trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the provisions
of Section 6.6, execute and deliver an instrument transferring to such successor
Trustee  all  the  rights  and powers of the Trustee so ceasing to act and shall
duly  assign,  transfer  and  deliver to such successor Trustee all property and
money  held  by  such  retiring  Trustee  thereunder.  Upon  request of any such
successor  Trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor Trustee
all  such  rights  and  powers.  Any Trustee ceasing to act shall, nevertheless,
retain  a  lien  upon all property or funds held or collected by such Trustee to
secure  any  amounts  then  due  it  pursuant  to the provisions of Section 6.6.

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

     No  successor  Trustee shall accept appointment as provided in this Section
unless  at  the time of such acceptance such successor Trustee shall be eligible
under  the  provisions  of  Section  6.8.

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

     Upon  acceptance  of appointment by a successor Trustee as provided in this
Section  6.10,  the  Company shall mail notice of the succession of such Trustee
hereunder  to  the holders of Debentures at their addresses as they shall appear
on  the  Debenture Register.  If the Company fails to mail such notice within 10
Business  Days after the acceptance of appointment by the successor Trustee, the
successor  Trustee  shall  cause  such notice to be mailed at the expense of the
Company.

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

     In  case  at  the  time  such successor to the Trustee shall succeed to the
trusts  created  by  this  Indenture  any  of  the  Debentures  shall  have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate  of  authentication  of  any  predecessor  Trustee, and deliver such
Debentures  so


                                       29
<PAGE>
authenticated;  and  in  case  at that time any of the Debentures shall not have
been  authenticated,  any  successor  to  the  Trustee  may  authenticate  such
Debentures either in the name of any predecessor hereunder or in the name of the
successor  Trustee;  and in all such cases such certificates shall have the full
force  which it is anywhere in the Debentures or in this Indenture provided that
the  certificate of the Trustee shall have; provided, however, that the right to
                                            --------  -------
adopt  the  certificate  of  authentication  of  any  predecessor  Trustee  or
authenticate  Debentures in the name of any predecessor Trustee shall apply only
to  its  successor  or  successors  by  merger,  conversion  or  consolidation.

     AUTHENTICATING  AGENTS.     There  may be one or more Authenticating Agents
appointed  by  the  Trustee upon the request of the Company with power to act on
its  behalf  and  subject to its direction in the authentication and delivery of
Debentures  issued upon exchange or registration of transfer thereof as fully to
all  intents  and  purposes  as  though  any  such Authenticating Agent had been
expressly  authorized to authenticate and deliver Debentures; provided, however,
                                                              --------  -------
that  the  Trustee  shall  have  no  liability  to  the  Company for any acts or
omissions  of  the  Authenticating  Agent with respect to the authentication and
delivery  of  Debentures.  Any such Authenticating Agent shall at all times be a
corporation  organized and doing business under the laws of the United States or
of  any  state  or  territory  thereof or of the District of Columbia authorized
under  such  laws  to act as Authenticating Agent, having a combined capital and
surplus  of  at  least  $50,000,000.00  and  being  subject  to  supervision  or
examination  by  federal,  state, territorial or District of Columbia authority.
If such corporation publishes reports of condition at least annually pursuant to
law or the requirements of such authority, then for the purposes of this Section
6.12  the combined capital and surplus of such corporation shall be deemed to be
its  combined  capital  and  surplus  as  set forth in its most recent report of
condition  so  published.  If at any time an Authenticating Agent shall cease to
be  eligible  in accordance with the provisions of this Section, it shall resign
immediately  in the manner and with the effect herein specified in this Section.

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

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

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


                                       30
<PAGE>
                         CONCERNING THE SECURITYHOLDERS

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

     If  the Company shall solicit from the Securityholders any request, demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of  the  same,  the  Company  may,  at  its option, as evidenced by an Officers'
Certificate,  fix  in  advance  a  record  date  for  such  Debentures  for  the
determination  of  Securityholders  entitled  to  give  such  request,  demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of  the  same,  but  the  Company  shall have no obligation to do so.  If such a
record  date  is  fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action or revocation of the same may be given before or
after  the  record  date, but only the Securityholders of record at the close of
business  on  the  record  date  shall  be  deemed to be Securityholders for the
purposes  of  determining whether Securityholders of the requisite proportion of
outstanding  Debentures  have authorized or agreed or consented to such request,
demand,  authorization,  direction,  notice,  consent, waiver or other action or
revocation of the same, and for that purpose the outstanding Debentures shall be
computed  as  of the record date; provided, however, that no such authorization,
                                  --------  -------
agreement  or consent by such Securityholders on the record date shall be deemed
effective  unless  it  shall become effective pursuant to the provisions of this
Indenture  not  later  than  6  months  after  the  record  date.

     PROOF  OF  EXECUTION  BY  SECURITYHOLDERS.     Subject to the provisions of
Section  6.1,  6.2  and  8.5,  proof  of  the  execution  of any instrument by a
Securityholder  or  his agent or proxy shall be sufficient if made in accordance
with  such  reasonable rules and regulations as may be prescribed by the Trustee
or  in  such  manner  as shall be satisfactory to the Trustee.  The ownership of
Debentures  shall be proved by the Debenture Register or by a certificate of the
Debenture  registrar.  The  Trustee  may  require  such  additional proof of any
matter  referred  to  in  this  Section  as  it  shall  deem  necessary.

     The  record  of  any Securityholders' meeting shall be proved in the manner
provided  in  Section  8.6.

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

                                       31
<PAGE>
     DEBENTURES  OWNED  BY  COMPANY  DEEMED  NOT OUTSTANDING.     In determining
whether  the  holders  of the requisite aggregate principal amount of Debentures
have  concurred  in  any  direction,  consent  or  waiver  under this Indenture,
Debentures which are owned by the Company or any other obligor on the Debentures
or  by  any  Person directly or indirectly controlling or controlled by or under
direct  or  indirect common control with the Company or any other obligor on the
Debentures shall be disregarded and deemed not to be outstanding for the purpose
of  any  such  determination;  provided,  however,  that  for  the  purposes  of
                               --------   -------
determining  whether  the  Trustee  shall  be  protected  in relying on any such
direction, consent or waiver, only Debentures which a Responsible Officer of the
Trustee  actually  knows  are  so  owned shall be so disregarded.  Debentures so
owned  which  have been pledged in good faith may be regarded as outstanding for
the  purposes  of  this  Section  7.4  if  the  pledgee  shall  establish to the
satisfaction of the Trustee the pledgee's right to vote such Debentures and that
the  pledgee  is not the Company or any such other obligor or Person directly or
indirectly  controlling  or  controlled  by  or  under direct or indirect common
control with the Company or any such other obligor.  In the case of a dispute as
to  such  right,  any  decision  by the Trustee taken upon the advice of counsel
shall  be  full  protection  to  the  Trustee.

     REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.     At any time prior to (but
not  after)  the  evidencing  to the Trustee, as provided in Section 7.1, of the
taking  of  any  action  by the holders of the percentage in aggregate principal
amount  of  the  Debentures  specified in this Indenture in connection with such
action,  any  holder  (in  cases  where  no record date has been set pursuant to
Section  7.1)  or  any  holder as of an applicable record date (in cases where a
record  date  has  been  set  pursuant  to  Section  7.1) of a Debenture (or any
Debenture  issued  in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Debentures
the holders of which have consented to such action may, by filing written notice
with  the  Trustee  at  the  Principal  Office  of the Trustee and upon proof of
holding  as  provided in Section 7.2, revoke such action so far as concerns such
Debenture  (or  so  far  as  concerns  the  principal  amount represented by any
exchanged  or substituted Debenture).  Except as aforesaid any such action taken
by  the holder of any Debenture shall be conclusive and binding upon such holder
and  upon  all future holders and owners of such Debenture, and of any Debenture
issued  in  exchange  or  substitution  therefor  or on registration of transfer
thereof,  irrespective  of whether or not any notation in regard thereto is made
upon  such  Debenture  or  any  Debenture  issued  in  exchange  or substitution
therefor.

                            SECURITYHOLDERS' MEETINGS

     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:

     TO  GIVE  ANY  NOTICE  TO  THE  COMPANY  OR  TO THE TRUSTEE, OR TO GIVE ANY
     ---------------------------------------------------------------------------
DIRECTIONS TO THE TRUSTEE, OR TO CONSENT TO THE WAIVING OF ANY DEFAULT HEREUNDER
--------------------------------------------------------------------------------
AND  ITS  CONSEQUENCES,  OR  TO  TAKE ANY OTHER ACTION AUTHORIZED TO BE TAKEN BY
--------------------------------------------------------------------------------
SECURITYHOLDERS  PURSUANT  TO  ANY  OF  THE  PROVISIONS  OF  ARTICLE  V;
------------------------------------------------------------------------

     TO  REMOVE  THE  TRUSTEE  AND  NOMINATE A SUCCESSOR TRUSTEE PURSUANT TO THE
     ---------------------------------------------------------------------------
PROVISIONS  OF  ARTICLE  VI;
----------------------------

     TO  CONSENT  TO  THE  EXECUTION  OF AN INDENTURE OR INDENTURES SUPPLEMENTAL
     ---------------------------------------------------------------------------
HERETO  PURSUANT  TO  THE  PROVISIONS  OF  SECTION  9.2;  OR
------------------------------------------------------------

     TO  TAKE  ANY  OTHER  ACTION  AUTHORIZED TO BE TAKEN BY OR ON BEHALF OF THE
     ---------------------------------------------------------------------------
HOLDERS OF ANY SPECIFIED AGGREGATE PRINCIPAL AMOUNT OF SUCH DEBENTURES UNDER ANY
--------------------------------------------------------------------------------
OTHER  PROVISION  OF  THIS  INDENTURE  OR  UNDER  APPLICABLE  LAW.
------------------------------------------------------------------


                                       32
<PAGE>
     CALL  OF  MEETINGS BY TRUSTEE.The Trustee may at any time call a meeting of
Securityholders  to  take any action specified in Section8.1, to be held at such
time  and  at such place as the Trustee shall determine. Notice of every meeting
of the Securityholders, setting forth the time and the place of such meeting and
in  general  terms  the  action  proposed  to be taken at such meeting, shall be
mailed to holders of Debentures affected at their addresses as they shall appear
on the Debentures Register and, if the Company is not a holder of Debentures, to
the  Company. Such notice shall be mailed not less than 20 nor more than 180days
prior  to  the  date  fixed  for  the  meeting.

     CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS.     In case at any time the
Company  pursuant  to  a  Board  Resolution,  or  the holders of at least 10% in
aggregate  principal  amount  of  the  Debentures,  as  the  case  may  be, then
outstanding,  shall  have  requested  the  Trustee  to  call  a  meeting  of
Securityholders,  by  written  request  setting  forth  in reasonable detail the
action  proposed  to  be  taken  at  the meeting, and the Trustee shall not have
mailed  the notice of such meeting within 20 days after receipt of such request,
then  the  Company  or such Securityholders may determine the time and the place
for  such  meeting  and  may  call such meeting to take any action authorized in
Section  8.1,  by  mailing  notice  thereof  as  provided  in  Section  8.2.

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

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

     The  Trustee  shall,  by  an  instrument  in  writing,  appoint a temporary
chairman  of  the  meeting,  unless  the  meeting  shall have been called by the
Company  or  by  Securityholders  as  provided in Section 8.3, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like  manner appoint a temporary chairman.  A permanent chairman and a permanent
secretary  of  the  meeting  shall  be  elected by majority vote of the meeting.

     Subject  to  the  provisions  of Section 7.4, at any meeting each holder of
Debentures  with  respect  to which such meeting is being held or proxy therefor
shall  be entitled to one vote for each $1,000.00 principal amount of Debentures
held  or  represented  by  him; provided, however, that no vote shall be cast or
                                --------  -------
counted at any meeting in respect of any Debenture challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding.  The chairman of
the  meeting shall have no right to vote other than by virtue of Debentures held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders.  Any meeting of Securityholders duly
called  pursuant  to  the provisions of Section 8.2 or 8.3 may be adjourned from
time  to  time  by  a  majority  of those present, whether or not constituting a
quorum,  and  the  meeting  may  be held as so adjourned without further notice.

     VOTING.     The  vote  upon  any  resolution  submitted  to  any meeting of
holders  of Debentures with respect to which such meeting is being held shall be
by  written  ballots on which shall be subscribed the signatures of such holders
or  of  their  representatives  by proxy and the serial number or numbers of the
Debentures  held  or represented by them.  The permanent chairman of the meeting
shall  appoint  two  inspectors


                                       33
<PAGE>
of  votes  who  shall  count  all  votes  cast at the meeting for or against any
resolution  and  who shall make and file with the secretary of the meeting their
verified  written  reports  in  triplicate  of all votes cast at the meeting.  A
record  in duplicate of the proceedings of each meeting of Securityholders shall
be  prepared by the secretary of the meeting and there shall be attached to said
record  the  original  reports  of the inspectors of votes on any vote by ballot
taken  thereat  and  affidavits  by  one or more Persons having knowledge of the
facts  setting  forth  a copy of the notice of the meeting and showing that said
notice  was mailed as provided in Section 8.2.  The record shall show the serial
numbers  of  the  Debentures  voting in favor of or against any resolution.  The
record  shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company  and the other to the Trustee to be preserved by the Trustee, the latter
to  have  attached  thereto  the  ballots  voted  at  the  meeting.

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

     QUORUM;  ACTIONS.     The  Persons entitled to vote a majority in principal
amount  of  the  Debentures  then  outstanding  shall  constitute a quorum for a
meeting of Securityholders; provided, however, that if any action is to be taken
                            --------  -------
at  such  meeting  with  respect  to a consent, waiver, request, demand, notice,
authorization,  direction  or  other action which may be given by the holders of
not  less than a specified percentage in principal amount of the Debentures then
outstanding,  the  Persons  holding or representing such specified percentage in
principal  amount  of  the Debentures then outstanding will constitute a quorum.
In  the absence of a quorum within 30 minutes of the time appointed for any such
meeting,  the  meeting  shall, if convened at the request of Securityholders, be
dissolved.  In  any  other case the meeting may be adjourned for a period of not
less  than  10 days as determined by the permanent chairman of the meeting prior
to  the  adjournment  of  such  meeting.  In the absence of a quorum at any such
adjourned  meeting, such adjourned meeting may be further adjourned for a period
of  not less than 10 days as determined by the permanent chairman of the meeting
prior  to  the adjournment of such adjourned meeting.  Notice of the reconvening
of  any adjourned meeting shall be given as provided in Section 8.2, except that
such  notice  need  be given only once not less than 5 days prior to the date on
which  the  meeting is scheduled to be reconvened.  Notice of the reconvening of
an adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Debentures then outstanding which shall constitute a
quorum.

     Except  as  limited  by the provisos in the first paragraph of Section 9.2,
any  resolution  presented  to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the  holders  of  a  majority  in  principal  amount  of  the  Debentures  then
outstanding;  provided,  however, that, except as limited by the provisos in the
              --------   -------
first  paragraph  of  Section  9.2,  any resolution with respect to any consent,
waiver,  request, demand, notice, authorization, direction or other action which
this Indenture expressly provides may be given by the holders of not less than a
specified  percentage in principal amount of the Debentures then outstanding may
be  adopted  at a meeting or an adjourned meeting duly reconvened and at which a
quorum  is present as aforesaid only by the affirmative vote of the holders of a
not  less  than  such specified percentage in principal amount of the Debentures
then  outstanding.

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

                             SUPPLEMENTAL INDENTURES

     SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT  OF  SECURITYHOLDERS.     The
Company, when authorized by a Board Resolution, and the Trustee may

                                       34
<PAGE>
from  time  to  time  and  at  any  time  enter  into an indenture or indentures
supplemental hereto, without the consent of the Securityholders, for one or more
of  the  following  purposes:

     TO  EVIDENCE THE SUCCESSION OF ANOTHER PERSON TO THE COMPANY, OR SUCCESSIVE
     ---------------------------------------------------------------------------
SUCCESSIONS,  AND  THE  ASSUMPTION  BY  THE  SUCCESSOR  PERSON OF THE COVENANTS,
--------------------------------------------------------------------------------
AGREEMENTS  AND  OBLIGATIONS  OF  THE  COMPANY,  PURSUANT  TO ARTICLE XI HEREOF;
--------------------------------------------------------------------------------

     TO ADD TO THE COVENANTS OF THE COMPANY SUCH FURTHER COVENANTS, RESTRICTIONS
     ---------------------------------------------------------------------------
OR  CONDITIONS  FOR  THE PROTECTION OF THE HOLDERS OF DEBENTURES AS THE BOARD OF
--------------------------------------------------------------------------------
DIRECTORS  SHALL  CONSIDER  TO  BE  FOR  THE  PROTECTION  OF THE HOLDERS OF SUCH
--------------------------------------------------------------------------------
DEBENTURES,  AND TO MAKE THE OCCURRENCE, OR THE OCCURRENCE AND CONTINUANCE, OF A
--------------------------------------------------------------------------------
DEFAULT  IN  ANY  OF  SUCH  ADDITIONAL  COVENANTS,  RESTRICTIONS OR CONDITIONS A
--------------------------------------------------------------------------------
DEFAULT  OR  AN EVENT OF DEFAULT PERMITTING THE ENFORCEMENT OF ALL OR ANY OF THE
--------------------------------------------------------------------------------
SEVERAL  REMEDIES  PROVIDED  IN  THIS  INDENTURE  AS HEREIN SET FORTH; PROVIDED,
--------------------------------------------------------------------------------
HOWEVER,  THAT  IN  RESPECT  OF  ANY  SUCH  ADDITIONAL  COVENANT  RESTRICTION OR
--------------------------------------------------------------------------------
CONDITION  SUCH  SUPPLEMENTAL  INDENTURE  MAY PROVIDE FOR A PARTICULAR PERIOD OF
--------------------------------------------------------------------------------
GRACE  AFTER DEFAULT (WHICH PERIOD MAY BE SHORTER OR LONGER THAN THAT ALLOWED IN
--------------------------------------------------------------------------------
THE  CASE  OF  OTHER  DEFAULTS) OR MAY PROVIDE FOR AN IMMEDIATE ENFORCEMENT UPON
--------------------------------------------------------------------------------
SUCH  DEFAULT  OR  MAY  LIMIT  THE  REMEDIES  AVAILABLE TO THE TRUSTEE UPON SUCH
--------------------------------------------------------------------------------
DEFAULT;
--------

     TO  CURE  ANY AMBIGUITY OR TO CORRECT OR SUPPLEMENT ANY PROVISION CONTAINED
     ---------------------------------------------------------------------------
HEREIN  OR  IN ANY SUPPLEMENTAL INDENTURE WHICH MAY BE DEFECTIVE OR INCONSISTENT
--------------------------------------------------------------------------------
WITH  ANY  OTHER PROVISION CONTAINED HEREIN OR IN ANY SUPPLEMENTAL INDENTURE, OR
--------------------------------------------------------------------------------
TO  MAKE  SUCH  OTHER PROVISIONS IN REGARD TO MATTERS OR QUESTIONS ARISING UNDER
--------------------------------------------------------------------------------
THIS  INDENTURE;  PROVIDED  THAT  ANY SUCH ACTION SHALL NOT MATERIALLY ADVERSELY
--------------------------------------------------------------------------------
AFFECT  THE  INTERESTS  OF  THE  HOLDERS  OF  THE  DEBENTURES;
--------------------------------------------------------------

     TO  ADD  TO,  DELETE  FROM,  OR  REVISE THE TERMS OF DEBENTURES, INCLUDING,
     ---------------------------------------------------------------------------
WITHOUT  LIMITATION,  ANY TERMS RELATING TO THE ISSUANCE, EXCHANGE, REGISTRATION
--------------------------------------------------------------------------------
OR  TRANSFER  OF  DEBENTURES,  INCLUDING  TO PROVIDE FOR TRANSFER PROCEDURES AND
--------------------------------------------------------------------------------
RESTRICTIONS SUBSTANTIALLY SIMILAR TO THOSE APPLICABLE TO THE CAPITAL SECURITIES
--------------------------------------------------------------------------------
AS  REQUIRED  BY  SECTION  2.5 (FOR PURPOSES OF ASSURING THAT NO REGISTRATION OF
--------------------------------------------------------------------------------
DEBENTURES  IS  REQUIRED  UNDER THE SECURITIES ACT); PROVIDED, HOWEVER, THAT ANY
--------------------------------------------------------------------------------
SUCH  ACTION  SHALL  NOT  ADVERSELY  AFFECT  THE INTERESTS OF THE HOLDERS OF THE
--------------------------------------------------------------------------------
DEBENTURES  THEN OUTSTANDING (IT BEING UNDERSTOOD, FOR PURPOSES OF THIS PROVISO,
--------------------------------------------------------------------------------
THAT  TRANSFER  RESTRICTIONS  ON  DEBENTURES SUBSTANTIALLY SIMILAR TO THOSE THAT
--------------------------------------------------------------------------------
WERE  APPLICABLE  TO  CAPITAL  SECURITIES  SHALL  NOT  BE  DEEMED  TO MATERIALLY
--------------------------------------------------------------------------------
ADVERSELY  AFFECT  THE  HOLDERS  OF  THE  DEBENTURES);
------------------------------------------------------

     TO  EVIDENCE  AND  PROVIDE FOR THE ACCEPTANCE OF APPOINTMENT HEREUNDER BY A
     ---------------------------------------------------------------------------
SUCCESSOR  TRUSTEE WITH RESPECT TO THE DEBENTURES AND TO ADD TO OR CHANGE ANY OF
--------------------------------------------------------------------------------
THE  PROVISIONS  OF  THIS  INDENTURE  AS  SHALL  BE  NECESSARY TO PROVIDE FOR OR
--------------------------------------------------------------------------------
FACILITATE  THE ADMINISTRATION OF THE TRUSTS HEREUNDER BY MORE THAN ONE TRUSTEE;
--------------------------------------------------------------------------------

     TO  MAKE  ANY  CHANGE  (OTHER THAN AS ELSEWHERE PROVIDED IN THIS PARAGRAPH)
     ---------------------------------------------------------------------------
THAT  DOES NOT ADVERSELY AFFECT THE RIGHTS OF ANY SECURITYHOLDER IN ANY MATERIAL
--------------------------------------------------------------------------------
RESPECT;  OR
------------

     TO  PROVIDE  FOR  THE  ISSUANCE  OF  AND  ESTABLISH  THE FORM AND TERMS AND
     ---------------------------------------------------------------------------
CONDITIONS  OF  THE  DEBENTURES,  TO  ESTABLISH  THE  FORM OF ANY CERTIFICATIONS
--------------------------------------------------------------------------------
REQUIRED  TO  BE  FURNISHED  PURSUANT  TO  THE  TERMS  OF  THIS INDENTURE OR THE
--------------------------------------------------------------------------------
DEBENTURES,  OR  TO  ADD  TO  THE  RIGHTS  OF  THE  HOLDERS  OF  DEBENTURES.
----------------------------------------------------------------------------

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


                                       35
<PAGE>
     Any supplemental indenture authorized by the provisions of this Section 9.1
may  be  executed  by  the  Company  and  the Trustee without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the  provisions  of  Section  9.2.

     SUPPLEMENTAL  INDENTURES  WITH  CONSENT  OF  SECURITYHOLDERS.     With  the
consent (evidenced as provided in Section 7.1) of the holders of not less than a
majority in aggregate principal amount of the Debentures at the time outstanding
affected  by  such supplemental indenture (voting as a class), the Company, when
authorized  by  a Board Resolution, and the Trustee may from time to time and at
any  time  enter  into  an  indenture  or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of  the  provisions  of  this  Indenture  or of any supplemental indenture or of
modifying  in  any manner the rights of the holders of the Debentures; provided,
                                                                       --------
however,  that  no  such supplemental indenture shall without the consent of the
-------
holders  of  each Debenture then outstanding and affected thereby (i) change the
fixed  maturity  of any Debenture, or reduce the principal amount thereof or any
premium  thereon,  or  reduce the rate or extend the time of payment of interest
thereon,  or  reduce  any  amount  payable  on  redemption  thereof  or make the
principal  thereof  or  any  interest  or premium thereon payable in any coin or
currency  other  than  that  provided in the Debentures, or impair or affect the
right  of any Securityholder to institute suit for payment thereof or impair the
right  of  repayment,  if  any,  at the option of the holder, or (ii) reduce the
aforesaid  percentage of Debentures the holders of which are required to consent
to  any  such  supplemental  indenture;  provided  further, however, that if the
                                         --------  -------  -------
Debentures  are  held  by  a trust or a trustee of such trust, such supplemental
indenture  shall not be effective until the holders of a majority in Liquidation
Amount  of Trust Securities shall have consented to such supplemental indenture;
provided  further,  however,  that  if the consent of the Securityholder of each
--------  -------   -------
outstanding  Debenture  is  required,  such  supplemental indenture shall not be
effective until each holder of the Trust Securities shall have consented to such
supplemental  indenture.

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

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

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

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


                                       36
<PAGE>
     NOTATION  ON  DEBENTURES.     Debentures  authenticated and delivered after
the  execution  of any supplemental indenture pursuant to the provisions of this
Article  IX  may  bear  a  notation  as  to  any  matter  provided  for  in such
supplemental  indenture.  If  the Company or the Trustee shall so determine, new
Debentures  so  modified as to conform, in the opinion of the Board of Directors
of  the  Company,  to  any  modification of this Indenture contained in any such
supplemental  indenture  may  be  prepared  and  executed  by  the  Company,
authenticated  by  the  Trustee  or  the  Authenticating  Agent and delivered in
exchange  for  the  Debentures  then  outstanding.

     EVIDENCE  OF  COMPLIANCE  OF  SUPPLEMENTAL  INDENTURE  TO  BE  FURNISHED TO
TRUSTEE.     The  Trustee,  subject  to  the provisions of Sections 6.1 and 6.2,
shall,  in  addition  to  the  documents  required  by  Section 14.6, receive an
Officers'  Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental  indenture  executed pursuant hereto complies with the requirements
of  this  Article  IX.  The  Trustee  shall  receive  an  Opinion  of Counsel as
conclusive  evidence  that  any supplemental indenture executed pursuant to this
Article  IX  is  authorized  or permitted by, and conforms to, the terms of this
Article  IX  and  that it is proper for the Trustee under the provisions of this
Article  IX  to  join  in  the  execution  thereof.


                            REDEMPTION OF SECURITIES

     OPTIONAL  REDEMPTION.     The  Company shall have the right (subject to the
receipt  by  the  Company of prior approval (i) if the Company is a bank holding
company,  from  the  Federal  Reserve, if then required under applicable capital
guidelines  or  policies  of  the  Federal  Reserve  or (ii) if the Company is a
savings  and  loan  holding  company,  from  the  OTS,  if  then  required under
applicable  capital guidelines or policies of the OTS) to redeem the Debentures,
in  whole  or  in  part,  but  in  all cases in a principal amount with integral
multiples of $1,000.00, on any March 26, June 26, September 26 or December 26 on
or  after  March  26,  2008  (the  "Redemption  Date"), at the Redemption Price.
                                    ----------------
     SPECIAL  EVENT  REDEMPTION.     If  a  Special  Event  shall  occur  and be
continuing,  the  Company  shall  have  the right (subject to the receipt by the
Company of prior approval (i) if the Company is a bank holding company, from the
Federal  Reserve,  if  then  required  under  applicable  capital  guidelines or
policies  of  the  Federal  Reserve or (ii) if the Company is a savings and loan
holding  company,  from  the  OTS,  if  then  required  under applicable capital
guidelines or policies of the OTS) to redeem the Debentures in whole, but not in
part,  at any Interest Payment Date, within 120 days following the occurrence of
such  Special  Event  (the  "Special Redemption Date") at the Special Redemption
                             -----------------------
Price.

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

     Each  such  notice of redemption shall specify the CUSIP number, if any, of
the  Debentures  to  be  redeemed, the Redemption Date or the Special Redemption
Date,  as  applicable,  the Redemption Price or the Special Redemption Price, as
applicable,  at  which  Debentures  are  to  be redeemed, the place or places of


                                       37
<PAGE>
payment,  that  payment  will  be  made  upon presentation and surrender of such
Debentures,  that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on  the  portions thereof to be redeemed will cease to accrue.  If less than all
the  Debentures  are  to  be redeemed the notice of redemption shall specify the
numbers  of  the  Debentures  to  be redeemed.  In case the Debentures are to be
redeemed  in  part only, the notice of redemption shall state the portion of the
principal  amount  thereof  to be redeemed and shall state that on and after the
date  fixed for redemption, upon surrender of such Debenture, a new Debenture or
Debentures  in  principal amount equal to the unredeemed portion thereof will be
issued.

     Prior  to  10:00  a.m. New York City time on the Redemption Date or Special
Redemption  Date,  as  applicable,  the Company will deposit with the Trustee or
with  one  or  more paying agents an amount of money sufficient to redeem on the
Redemption  Date  or  the  Special  Redemption  Date,  as  applicable,  all  the
Debentures  so  called  for  redemption  at  the appropriate Redemption Price or
Special  Redemption  Price.

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

     PAYMENT  OF  DEBENTURES  CALLED FOR REDEMPTION.     If notice of redemption
has  been  given  as  provided  in  Section  10.3, the Debentures or portions of
Debentures with respect to which such notice has been given shall become due and
payable on the Redemption Date or Special Redemption Date, as applicable, and at
the  place or places stated in such notice at the applicable Redemption Price or
Special  Redemption  Price  and on and after said date (unless the Company shall
default  in  the  payment  of such Debentures at the Redemption Price or Special
Redemption  Price,  as  applicable)  interest  on  the Debentures or portions of
Debentures  so called for redemption shall cease to accrue.  On presentation and
surrender  of  such  Debentures  at a place of payment specified in said notice,
such  Debentures or the specified portions thereof shall be paid and redeemed by
the  Company  at  the  applicable  Redemption Price or Special Redemption Price.

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


                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     COMPANY  MAY  CONSOLIDATE, ETC., ON CERTAIN TERMS.     Nothing contained in
this Indenture or in the Debentures shall prevent any consolidation or merger of
the  Company  with  or into any other Person (whether or not affiliated with the
Company)  or  successive  consolidations  or mergers in which the Company or its
successor  or successors shall be a party or parties, or shall prevent any sale,
conveyance,  transfer  or  other disposition of the property or capital stock of
the  Company  or its successor or successors as an entirety, or substantially as
an entirety, to any other Person (whether or not affiliated with the Company, or
its  successor  or  successors)  authorized  to  acquire  and  operate the same;
provided,  however,  that the Company hereby covenants and agrees that, upon any
--------   -------
such consolidation, merger (where the Company is not the surviving corporation),
sale, conveyance, transfer or other disposition, the due and punctual payment of
the  principal of (and premium, if any) and interest on all of the Debentures in
accordance  with their terms, according to their tenor, and the due and punctual
performance  and


                                       38
<PAGE>
observance  of  all the covenants and conditions of this Indenture to be kept or
performed  by  the Company, shall be expressly assumed by supplemental indenture
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity  formed  by such consolidation, or into which the Company shall have been
merged,  or  by  the  entity  which shall have acquired such property or capital
stock.

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

     OPINION  OF COUNSEL TO BE GIVEN TO TRUSTEE.     The Trustee, subject to the
provisions of Sections 6.1 and 6.2, shall receive, in addition to the Opinion of
Counsel  required  by  Section 9.5, an Opinion of Counsel as conclusive evidence
that any consolidation, merger, sale, conveyance, transfer or other disposition,
and  any  assumption,  permitted  or  required  by  the terms of this Article XI
complies  with  the  provisions  of  this  Article  XI.


                     SATISFACTION AND DISCHARGE OF INDENTURE

     DISCHARGE  OF  INDENTURE.     When

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

     (b)  all  the  Debentures  not  theretofore  canceled  or  delivered to the
          Trustee  for cancellation shall have become due and payable, or are by
          their  terms  to  become  due  and  payable within 1 year or are to be
          called for redemption within 1 year under arrangements satisfactory to
          the  Trustee  for  the giving of notice of redemption, and the Company
          shall  deposit  with  the  Trustee,  in  trust,  funds, which shall be
          immediately  due  and  payable,  sufficient to pay at maturity or upon
          redemption  all  of  the  Debentures  (other than any Debentures which
          shall  have  been  destroyed, lost or stolen and which shall have been
          replaced  or paid as provided in Section 2.6) not theretofore canceled
          or  delivered to the Trustee for cancellation, including principal and
          premium,  if  any,  and  interest due or to become due to such date of
          maturity  or  redemption  date,  as  the  case  may be, but excluding,
          however,  the  amount  of  any  moneys  for  the  payment

                                       39
<PAGE>
          of  principal  of,  and premium, if any, or interest on the Debentures
          (1)  theretofore  repaid  to  the  Company  in  accordance  with  the
          provisions  of  Section  12.4,  or  (2)  paid  to  any state or to the
          District  of  Columbia  pursuant  to its unclaimed property or similar
          laws,

and if in the case of either clause (a) or clause (b) the Company shall also pay
or  cause  to be paid all other sums payable hereunder by the Company, then this
Indenture  shall  cease  to  be  of  further effect except for the provisions of
Sections  2.5,  2.6,  2.8,  3.1,  3.2,  3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
survive  until  such  Debentures shall mature and be paid.  Thereafter, Sections
6.6  and  12.4  shall  survive,  and  the  Trustee,  on  demand  of  the Company
accompanied  by an Officers' Certificate and an Opinion of Counsel, each stating
that  all  conditions precedent herein provided for relating to the satisfaction
and  discharge  of  this  Indenture have been complied with, and at the cost and
expense  of  the  Company,  shall  execute  proper  instruments  acknowledging
satisfaction of and discharging this Indenture.  The Company agrees to reimburse
the  Trustee  for  any  costs  or  expenses  thereafter  reasonably and properly
incurred  by  the  Trustee  in connection with this Indenture or the Debentures.

     DEPOSITED  MONEYS  TO  BE  HELD  IN  TRUST  BY  TRUSTEE.     Subject to the
provisions  of  Section  12.4, all moneys deposited with the Trustee pursuant to
Section  12.1  shall  be  held  in  trust  in a non-interest bearing account and
applied  by  it  to  the  payment,  either  directly or through any paying agent
(including the Company if acting as its own paying agent), to the holders of the
particular  Debentures  for the payment of which such moneys have been deposited
with  the  Trustee, of all sums due and to become due thereon for principal, and
premium,  if  any,  and  interest.

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

     RETURN  OF  UNCLAIMED  MONEYS.     Any moneys deposited with or paid to the
Trustee  or  any  paying  agent for payment of the principal of, and premium, if
any,  or  interest  on Debentures and not applied but remaining unclaimed by the
holders  of  Debentures  for 2 years after the date upon which the principal of,
and  premium,  if any, or interest on such Debentures, as the case may be, shall
have  become  due and payable, shall, subject to applicable escheatment laws, be
repaid to the Company by the Trustee or such paying agent on written demand; and
the  holder  of  any of the Debentures shall thereafter look only to the Company
for  any payment which such holder may be entitled to collect, and all liability
of  the Trustee or such paying agent with respect to such moneys shall thereupon
cease.

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     INDENTURE  AND DEBENTURES SOLELY CORPORATE OBLIGATIONS.     No recourse for
the  payment  of  the  principal  of  or  premium,  if  any,  or interest on any
Debenture,  or  for any claim based thereon or otherwise in respect thereof, and
no  recourse  under or upon any obligation, covenant or agreement of the Company
in this Indenture or in any supplemental indenture, or in any such Debenture, or
because  of  the  creation of any indebtedness represented thereby, shall be had
against  any  incorporator, stockholder, employee, officer or director, as such,
past,  present  or  future,  of  the  Company  or of any successor Person of the
Company,  either  directly or through the Company or any successor Person of the
Company,  whether  by  virtue of any constitution, statute or rule of law, or by
the  enforcement  of  any assessment or penalty or otherwise, it being expressly
understood  that  all  such  liability  is  hereby  expressly


                                       40
<PAGE>
waived and released as a condition of, and as a consideration for, the execution
of  this  Indenture  and  the  issue  of  the  Debentures.

                            MISCELLANEOUS PROVISIONS

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

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

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

     ADDRESSES  FOR  NOTICES,  ETC.     Any notice, consent, direction, request,
authorization,  waiver  or  demand  which  by any provision of this Indenture is
required  or  permitted to be given, made, furnished or served by the Trustee or
by the Securityholders on or to the Company may be given or served in writing by
being deposited postage prepaid by registered or certified mail in a post office
letter  box  addressed  (until another address is filed by the Company, with the
Trustee  for  the  purpose) to the Company, 2722 #1 Dawson Road, Albany, Georgia
31707,  Attention:  David  J. Baranko.  Any notice, consent, direction, request,
authorization,  waiver or demand by any Securityholder or the Company to or upon
the  Trustee  shall  be  deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the office of the Trustee, addressed to
the  Trustee,  225  Asylum  Street, Goodwin Square, Hartford, Connecticut  06103
Attention: Vice President, Corporate Trust Services Division, with a copy to the
Trustee,  1 Federal Street - 3rd Floor, Boston, Massachusetts  02110, Attention:
Paul  D.  Allen,  Corporate  Trust  Services  Division.  Any  notice,  consent,
direction,  request, authorization, waiver or demand on or to any Securityholder
shall  be  deemed  to have been sufficiently given or made, for all purposes, if
given  or  made  in  writing at the address set forth in the Debenture Register.

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

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

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in  this  Indenture  shall  include  (1) a statement that the person making such
certificate  or  opinion  has  read  such  covenant  or  condition;  (2) a brief
statement  as  to  the nature and scope of the examination or investigation upon
which  the  statements  or  opinions  contained  in  such


                                       41
<PAGE>
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.

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

     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.

     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.

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

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

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


                                       42
<PAGE>
                           SUBORDINATION OF DEBENTURES

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

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

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

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

     In  the  event  that,  notwithstanding  the foregoing, any payment shall be
received  by  the  Trustee  when  such  payment  is  prohibited by the preceding
paragraph  of this Section 15.2, such payment shall, subject to Section 15.7, be
held  in  trust  for the benefit of, and shall be paid over or delivered to, the
holders  of  Senior  Indebtedness or their respective representatives, or to the
trustee  or  trustees  under  any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only  to  the  extent  that  the  holders  of  the Senior Indebtedness (or their
representative  or  representatives  or a trustee) notify the Trustee in writing
within  90  days of such payment of the amounts then due and owing on the Senior
Indebtedness  and only the amounts specified in such notice to the Trustee shall
be  paid  to  the  holders  of  Senior  Indebtedness.

     LIQUIDATION,  DISSOLUTION,  BANKRUPTCY.     Upon any payment by the Company
or  distribution  of  assets of the Company of any kind or character, whether in
cash, property or securities, to creditors upon any dissolution or winding-up or
liquidation  or  reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all amounts due
upon  all  Senior  Indebtedness  of  the Company shall first be paid in full, or
payment  thereof  provided for in money in accordance with its terms, before any
payment  is  made  by  the Company, on account of the principal (and premium, if
any)  or interest on the Debentures.  Upon any such dissolution or winding-up or
liquidation  or  reorganization,  any payment by the Company, or distribution of
assets  of  the  Company  of any kind or character, whether in cash, property or
securities,  to  which  the  Securityholders or the Trustee would be entitled to
receive from the Company, except for the provisions of this Article XV, shall be
paid  by  the  Company,  or  by any receiver, trustee in bankruptcy, liquidating
trustee,  agent  or  other Person making such payment or distribution, or by the
Securityholders  or  by  the Trustee under this Indenture if received by them or
it,  directly to the holders of Senior Indebtedness (pro rata to such holders on
the  basis  of  the  respective  amounts  of  Senior


                                       43
<PAGE>
Indebtedness  held  by  such  holders,  as  calculated  by the Company) or their
representative  or  representatives,  or  to  the  trustee or trustees under any
indenture  pursuant to which any instruments evidencing such Senior Indebtedness
may  have  been  issued, as their respective interests may appear, to the extent
necessary  to  pay  such Senior Indebtedness in full, in money or money's worth,
after  giving  effect  to  any  concurrent payment or distribution to or for the
holders  of such Senior Indebtedness, before any payment or distribution is made
to  the  Securityholders  or  to  the  Trustee.

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

     For  purposes  of this Article XV, the words "cash, property or securities"
shall  not be deemed to include shares of stock of the Company as reorganized or
readjusted,  or  securities of the Company or any other corporation provided for
by  a  plan  of  reorganization  or  readjustment,  the  payment  of  which  is
subordinated  at least to the extent provided in this Article XV with respect to
the  Debentures  to the payment of all Senior Indebtedness, that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii)  the rights of the holders of such Senior Indebtedness are not, without the
consent  of  such  holders, altered by such reorganization or readjustment.  The
consolidation  of  the  Company with, or the merger of the Company into, another
corporation  or  the  liquidation  or  dissolution  of the Company following the
conveyance  or  transfer  of its property as an entirety, or substantially as an
entirety,  to  another corporation upon the terms and conditions provided for in
Article  XI  of  this  Indenture  shall not be deemed a dissolution, winding-up,
liquidation  or  reorganization  for  the purposes of this Section if such other
corporation  shall,  as  a  part  of  such  consolidation, merger, conveyance or
transfer,  comply  with  the  conditions stated in Article XI of this Indenture.
Nothing in Section 15.2 or in this Section shall apply to claims of, or payments
to,  the  Trustee  under  or  pursuant  to  Section  6.6  of  this  Indenture.

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

     Nothing  contained  in this Article XV or elsewhere in this Indenture or in
the  Debentures  is  intended  to  or  shall impair, as between the Company, its
creditors  other than the holders of Senior Indebtedness, and the holders of the
Debentures,  the obligation of the Company, which is absolute and unconditional,
to  pay  to the holders of the Debentures the principal of (and premium, if any)
and  interest  on  the  Debentures  as  and  when


                                       44
<PAGE>
the  same  shall  become  due  and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the holders of the Debentures
and creditors of the Company, other than the holders of Senior Indebtedness, nor
shall  anything  herein  or  therein  prevent  the  Trustee or the holder of any
Debenture  from  exercising  all  remedies otherwise permitted by applicable law
upon  default  under  this  Indenture, subject to the rights, if any, under this
Article  XV  of  the  holders  of  such  Senior Indebtedness in respect of cash,
property  or  securities  of the Company, received upon the exercise of any such
remedy.

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

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

     NOTICE  BY THE COMPANY.     The Company shall give prompt written notice to
a  Responsible  Officer of the Trustee at the Principal Office of the Trustee of
any  fact  known to the Company that would prohibit the making of any payment of
monies  to  or  by  the  Trustee  in  respect  of the Debentures pursuant to the
provisions  of  this Article XV.  Notwithstanding the provisions of this Article
XV  or  any  other provision of this Indenture, the Trustee shall not be charged
with  knowledge  of the existence of any facts that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Debentures pursuant
to  the provisions of this Article XV, unless and until a Responsible Officer of
the  Trustee  at the Principal Office of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from  any  trustee  therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Article VI of this Indenture, shall be
entitled  in all respects to assume that no such facts exist; provided, however,
                                                              --------  -------
that  if  the  Trustee  shall  not have received the notice provided for in this
Section  at  least  2  Business  Days  prior to the date upon which by the terms
hereof  any  money  may  become  payable  for  any  purpose  (including, without
limitation,  the payment of the principal of (or premium, if any) or interest on
any Debenture), then, anything herein contained to the contrary notwithstanding,
the  Trustee  shall  have  full power and authority to receive such money and to
apply  the  same  to the purposes for which they were received, and shall not be
affected  by  any  notice  to  the  contrary that may be received by it within 2
Business  Days  prior  to  such  date.

     The  Trustee,  subject  to  the provisions of Article VI of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by  a  Person  representing  himself to be a holder of Senior Indebtedness (or a
trustee  or  representative  on  behalf  of such holder), to establish that such
notice  has  been  given by a holder of such Senior Indebtedness or a trustee or
representative  on  behalf of any such holder or holders.  In the event that the
Trustee  determines in good faith that further evidence is required with respect
to  the  right  of  any  Person  as  a  holder  of  such  Senior Indebtedness to
participate  in  any  payment  or  distribution pursuant to this Article XV, the
Trustee  may  request  such  Person  to  furnish  evidence  to  the  reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such  Person, the extent to which such Person is entitled to participate in such
payment  or  distribution  and  any  other  facts  pertinent  to  the


                                       45
<PAGE>
rights  of  such  Person  under  this  Article  XV, and, if such evidence is not
furnished,  the  Trustee  may  defer any payment to such Person pending judicial
determination  as  to  the  right  of  such  Person  to  receive  such  payment.

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

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

     Nothing  in  this  Article XV shall apply to claims of, or payments to, the
Trustee  under  or  pursuant  to  Section  6.6.
     SUBORDINATION  MAY  NOT  BE IMPAIRED.     No right of any present or future
holder  of  any  Senior Indebtedness to enforce subordination as herein provided
shall  at any time in any way be prejudiced or impaired by any act or failure to
act  on the part of the Company, or by any act or failure to act, in good faith,
by  any  such  holder,  or  by any noncompliance by the Company, with the terms,
provisions  and covenants of this Indenture, regardless of any knowledge thereof
that  any  such  holder  may  have  or  otherwise  be  charged  with.

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

                     Signatures appear on the following page

                                       46
<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.

                                     COMMUNITY CAPITAL BANCSHARES, INC.


                                     By /s/David J. Baranko
                                     ------------------------
                                     Name:  David J. Baranko
                                     Title: CFO


                                     U. S. BANK NATIONAL ASSOCIATION, as Trustee


                                     By /s/ Paul D. Allen
                                     ----------------------
                                     Name:  Paul D. Allen
                                     Title: Vice President


                                       47
<PAGE>
                                    EXHIBIT A

     FORM OF FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                           [FORM OF FACE OF SECURITY]

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

     THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE  SECURITIES  LAW.  NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN  MAY  BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF  IN  THE ABSENCE OF SUCH REGISTRATION OR
UNLESS  SUCH  TRANSACTION  IS  EXEMPT  FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE  HOLDER  OF  THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY  (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION  STATEMENT  THAT  HAS  BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT,  (C)  TO  A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER  IN  A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE  144A,  (D)  TO  A  NON-U.S.  PERSON  IN  AN  OFFSHORE TRANSACTION IN
ACCORDANCE  WITH  RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF  SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY  FOR  ITS  OWN  ACCOUNT,  OR  FOR  THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED  INVESTOR,  FOR  INVESTMENT  PURPOSES  AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR  (F)  PURSUANT  TO  ANY  OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR  TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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


                                       48
<PAGE>
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.

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

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

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

         Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                       Community Capital Bancshares, Inc.

                                 March 26, 2003

     Community  Capital  Bancshares,  Inc., a Georgia corporation (the "Company"
which  term  includes  any  successor  Person  under  the  Indenture hereinafter
referred  to),  for  value  received  promises  to  pay  to  U. S. Bank National
Association,  not in its individual capacity but solely as Institutional Trustee
for  Community  Capital  Statutory Trust I (the "Holder") or registered assigns,
the  principal  sum  of  four  million  one hundred twenty-four thousand dollars
($4,124,000.00)  on  March  26,  2033, and to pay interest on said principal sum
from  March  26,  2003, 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, quarterly (subject to deferral as set forth herein) in arrears on
March  26, June 26, September 26 and December 26 of each year commencing on June
26,  2003,  at an annual rate equal to 4.41063% beginning on (and including) the
date  of original issuance and ending on (but excluding) June 26, 2003 and at an
annual  rate  for  each  successive period beginning on (and including) June 26,
2003,  and  each succeeding Interest Payment Date, and ending on (but excluding)
the  next succeeding Interest Payment Date (each a "Distribution Period"), equal
to 3-Month LIBOR, determined as described below, plus 3.15% (the "Coupon Rate");
provided,  however,  that  prior  to  March  26, 2008, the Coupon Rate shall not
--------   -------
exceed  11.75%,  applied  to  the  principal  amount hereof, until the principal
hereof  is  paid  or duly provided for or made available for payment, and on any
overdue  principal  and  (without  duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest (including Additional Interest) at the Interest Rate in effect for each
applicable  period,  compounded  quarterly,  from the dates such amounts are due
until  they  are  paid  or  made  available for payment.  The amount of interest
payable  for  any  period  will be computed on the basis of the actual number of
days  in  the  Distribution  Period


                                       49
<PAGE>
concerned  divided  by  360.  In  the  event  that any date on which interest is
payable  on this Debenture is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day which is a Business
Day  (and  without  any interest or other payment in respect of any such delay),
except  that, if such Business Day is in the next succeeding calendar year, such
payment  shall  be  made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally
payable.  The  interest  installment  so  payable,  and  punctually paid or duly
provided  for,  on any Interest Payment Date will, as provided in the Indenture,
be  paid  to the Person in whose name this Debenture (or one or more Predecessor
Securities)  is  registered  at the close of business on the regular record date
for  such  interest installment, which shall be fifteen days prior to the day on
which  the relevant Interest Payment Date occurs.  Any such interest installment
not  so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such regular record date and may be paid to the Person in whose
name this Debenture (or one or more Predecessor Securities) is registered at the
close  of  business  on  a  special  record  date.

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

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

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

     The  principal  of  and  interest on this Debenture shall be payable at the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained  for  that  purpose  in  any coin or currency of the United States of
America  that  at  the time of payment is legal tender for payment of public and
private  debts;


                                       50
<PAGE>
provided,  however,  that payment of interest may be made by check mailed to the
--------   -------
registered holder at such address as shall appear in the Debenture Register if a
request  for a wire transfer by such holder has not been received by the Company
or by wire transfer to an account appropriately designated by the holder hereof.
Notwithstanding  the  foregoing,  so long as the holder of this Debenture is the
Institutional  Trustee,  the  payment  of  the principal of and interest on this
Debenture  will be made in immediately available funds at such place and to such
account  as  may  be  designated  by  the  Trustee.

     So  long as no Event of Default has occurred and is continuing, the Company
shall  have  the  right,  from  time  to  time,  and without causing an Event of
Default,  to  defer  payments  of  interest  on  the Debentures by extending the
interest  payment  period  on  the  Debentures at any time and from time to time
during  the  term  of the Debentures, for up to 20 consecutive quarterly periods
(each  such  extended  interest  payment  period, an "Extension Period"), during
which  Extension Period no interest (including Additional Interest) shall be due
and  payable  (except  any  Additional  Sums  that  may be due and payable).  No
Extension  Period may end on a date other than an Interest Payment Date.  During
an  Extension  Period,  interest  will continue to accrue on the Debentures, and
interest  on  such  accrued  interest will accrue at an annual rate equal to the
Interest Rate in effect for such Extension Period, compounded quarterly from the
date such interest would have been payable were it not for the Extension Period,
to  the extent permitted by law (such interest referred to herein as "Additional
Interest").  At  the  end of any such Extension Period the Company shall pay all
interest  then  accrued  and  unpaid on the Debentures (together with Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
                   --------  -------
the  Maturity  Date;  provided  further, however, that during any such Extension
                      --------  -------  -------
Period,  the  Company  shall not and shall not permit any Affiliate to engage in
any  of  the activities or transactions described on the reverse side hereof and
in the Indenture.  Prior to the termination of any Extension Period, the Company
may further extend such period, provided that such period together with all such
previous  and  further  consecutive  extensions  thereof  shall  not  exceed  20
consecutive  quarterly  periods,  or  extend beyond the Maturity Date.  Upon the
termination  of  any  Extension  Period  and upon the payment of all accrued and
unpaid  interest  and  Additional  Interest,  the  Company  may  commence  a new
Extension  Period,  subject  to  the  foregoing  requirements.  No  interest  or
Additional  Interest shall be due and payable during an Extension Period, except
at  the  end thereof, but each installment of interest that would otherwise have
been  due  and  payable  during  such  Extension  Period  shall  bear Additional
Interest.  The  Company must give the Trustee notice of its election to begin or
extend  an Extension Period at least 5 Business Days prior to the regular record
date  (as  such  term  is  used  in  Section  2.8  of the Indenture) immediately
preceding  the  Interest  Payment  Date  with  respect  to which interest on the
Debentures  would  have  been payable except for the election to begin or extend
such  Extension  Period.

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

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

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


                                       51
<PAGE>




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

                                     COMMUNITY CAPITAL BANCSHARES, INC.


                                     By_________________________________________
                                       Name:
                                       Title:


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

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

                                     U. S. Bank National Association, as Trustee


                                     By_________________________________________
                                       Authorized Officer


                                       52
<PAGE>
                         [FORM OF REVERSE OF DEBENTURE]

     This Debenture is one of the floating rate junior subordinated deferrable
interest debentures of the Company, all issued or to be issued under and
pursuant to the Indenture dated as of March 26, 2003 (the "Indenture"), duly
executed and delivered between the Company and the Trustee, to which Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures.  The Debentures are limited in aggregate
principal amount as specified in the Indenture.

     Upon the occurrence and continuation of a Special Event prior to March 26,
2008, the Company shall have the right to redeem the Debentures in whole, but
not in part, at any Interest Payment Date, within 120 days following the
occurrence of such Special Event, at the Special Redemption Price.

     In addition, the Company shall have the right to redeem the Debentures, in
whole or in part, but in all cases in a principal amount with integral multiples
of $1,000.00, on any Interest Payment Date on or after March 26, 2008, at the
Redemption Price.

     Prior to 10:00 a.m. New York City time on the Redemption Date or Special
Redemption Date, as applicable, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
Redemption Date or the Special Redemption Date, as applicable, all the
Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price.

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

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

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

    The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time outstanding, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debentures; provided, however, that no such supplemental indenture shall
                   --------  -------
without the consent of the holders of each Debenture then outstanding and
affected thereby (i) change the fixed maturity of any Debenture, or reduce the
principal amount thereof or any premium thereon, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Debentures, or impair or affect the right of any


                                       53
<PAGE>
Securityholder to institute suit for payment thereof or impair the right of
repayment, if any, at the option of the holder, or (ii) reduce the aforesaid
percentage of Debentures the holders of which are required to consent to any
such supplemental indenture.

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

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

     The Company has agreed that if Debentures are initially issued to the Trust
or a trustee of such Trust in connection with the issuance of Trust Securities
by the Trust (regardless of whether Debentures continue to be held by such
Trust) and (i) there shall have occurred and be continuing an Event of Default,
(ii) the Company shall be in default with respect to its payment of any
obligations under the Capital Securities Guarantee, or (iii) the Company shall
have given notice of its election to defer payments of interest on the
Debentures by extending the interest payment period as provided herein and such
Extension Period, or any extension thereof, shall be continuing, then the
Company shall not, and shall not allow any Affiliate of the Company to, (x)
declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the Company's capital
stock or its Affiliates' capital stock (other than payments of dividends or
distributions to the Company) or make any guarantee payments with respect to the
foregoing or (y) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company or any
Affiliate that rank pari passu in all respects with or junior in interest to the
Debentures (other than, with respect to clauses (x) and (y) above,  (1)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of


                                       54
<PAGE>
capital stock of the Company (or securities convertible into or exercisable for
such capital stock) as consideration in an acquisition transaction entered into
prior to the applicable Extension Period, if any, (2) as a result of any
exchange or conversion of any class or series of the Company's capital stock (or
any capital stock of a subsidiary of the Company) for any class or series of the
Company's capital stock or of any class or series of the Company's indebtedness
for any class or series of the Company's capital stock, (3) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (4) any declaration of a dividend in connection with any
stockholders' rights plan, or the issuance of rights, stock or other property
under any stockholders' rights plan, or the redemption or repurchase of rights
pursuant thereto, (5) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional shares issued in connection therewith, or
(6) payments under the Capital Securities Guarantee).

     The Debentures are issuable only in registered, certificated form without
coupons and in minimum denominations of $100,000.00 and any multiple of
$1,000.00 in excess thereof.  As provided in the Indenture and subject to the
transfer restrictions and limitations as may be contained herein and therein
from time to time, this Debenture is transferable by the holder hereof on the
Debenture Register of the Company.  Upon due presentment for registration of
transfer of any Debenture at the Principal Office of the Trustee or at any
office or agency of the Company maintained for such purpose as provided in
Section 3.2 of the Indenture, the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Debenture for a like aggregate principal amount.  All
Debentures presented for registration of transfer or for exchange or payment
shall (if so required by the Company or the Trustee or the Authenticating Agent)
be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to, the Company and the Trustee or the
Authenticating Agent duly executed by the holder or his attorney duly authorized
in writing.  No service charge shall be made for any exchange or registration of
transfer of Debentures, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.

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

     No recourse for the payment of the principal of or premium, if any, or
interest on any Debenture, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or in any


                                       55
<PAGE>




supplemental indenture, or in any such Debenture, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, officer or director, as such, past, present or future, of
the Company or of any successor Person of the Company, either directly or
through the Company or any successor Person of the Company, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of the Indenture and the issue of the
Debentures.

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

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


                                       56
<PAGE>