<PAGE>

                                                                  Exhibit (4)(g)

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                          JUNIOR SUBORDINATED INDENTURE

                                     BETWEEN

                              M&T BANK CORPORATION

                                       AND

                                    [      ]
                                  (as Trustee)

                                   dated as of

                                    [  ], [ ]

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

<PAGE>

         Certain Sections of this Junior Subordinated Indenture relating
                       to Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture                                                                       Junior Subordinated
  Act Section                                                                          Indenture Section
---------------                                                                       -------------------
<S>                                                                                   <C>
Section 310         (a)(1)..........................................................      6.9
                    (a)(2)..........................................................      6.9
                    (a)(3)..........................................................      Not Applicable
                    (a)(4)..........................................................      Not Applicable
                    (a)(5)..........................................................      6.9
                    (b).............................................................      6.8, 6.10
Section 311         (a).............................................................      6.13
                    (b).............................................................      6.13
                    (b)(2)..........................................................      7.3(a)
Section 312         (a).............................................................      7.1, 7.2(a)
                    (b).............................................................      7.2(b)
                    (c).............................................................      7.2(c)
Section 313         (a).............................................................      7.3(a)
                    (a)(4)..........................................................      7.3(a)
                    (b).............................................................      7.3(b)
                    (c).............................................................      7.3(a)
                    (d).............................................................      7.3(c)
Section 314         (a).............................................................      7.4
                    (b).............................................................      7.4
                    (c)(1)..........................................................      1.2
                    (c)(2)..........................................................      1.2
                    (c)(3)..........................................................      Not Applicable
                    (e).............................................................      1.2
Section 315         (a).............................................................      6.1(a)
                    (b).............................................................      6.2, 7.3
                    (c).............................................................      6.1(b)
                    (d).............................................................      6.1(c)
                    (e).............................................................      5.14
Section 316         (a).............................................................      5.12
                    (a)(1)(A).......................................................      5.12
                    (a)(1)(B).......................................................      5.13
                    (a)(2)..........................................................      Not Applicable
                    (b).............................................................      5.8
                    (c).............................................................      1.4(f)
Section 317         (a)(1)..........................................................      5.3
                    (a)(2)..........................................................      5.4
                    (b).............................................................      10.3
Section 318         (a).............................................................      1.7
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE I.                 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
        Section 1.1.                Definitions.............................................................      1
        Section 1.2.                Compliance Certificate and Opinions.....................................     11
        Section 1.3.                Forms of Documents Delivered to Trustee.................................     12
        Section 1.4.                Acts of Holders.........................................................     12
        Section 1.5.                Notices, Etc. to Trustee and Company....................................     14
        Section 1.6.                Notice to Holders; Waiver...............................................     15
        Section 1.7.                Conflict with Trust Indenture Act.......................................     15
        Section 1.8.                Effect of Headings and Table of Contents................................     15
        Section 1.9.                Successors and Assigns..................................................     16
        Section 1.10.               Separability Clause.....................................................     16
        Section 1.11.               Benefits of Indenture...................................................     16
        Section 1.12.               Governing Law...........................................................     16
        Section 1.13.               Non-Business Days.......................................................     16

ARTICLE II.                SECURITY FORMS
        Section 2.1.                Generally...............................................................     16
        Section 2.2.                Form of Face of Security................................................     17
        Section 2.3.                Form of Reverse of Security.............................................     21
        Section 2.4.                Additional Provisions Required in Global Security.......................     25
        Section 2.5.                Form of Trustee's Certificate of Authentication.........................     25

ARTICLE III.               THE SECURITIES
        Section 3.1.                Title and Terms.........................................................     26
        Section 3.2.                Denominations...........................................................     29
        Section 3.3.                Execution, Authentication, Delivery and Dating..........................     29
        Section 3.4.                Temporary Securities....................................................     30
        Section 3.5.                Global Securities.......................................................     31
        Section 3.6.                Registration, Transfer and Exchange Generally; Certain
                                    Transfers and Exchanges; Securities Act Legends.........................     32
        Section 3.7.                Mutilated, Lost and Stolen Securities...................................     35
        Section 3.8.                Payment of Interest and Additional Interest;
                                    Interest Rights Preserved...............................................     35
        Section 3.9.                Persons Deemed Owners...................................................     37
        Section 3.10.               Cancellation............................................................     37
        Section 3.11.               Computation of Interest.................................................     38
        Section 3.12.               Deferrals of Interest Payment Dates.....................................     38
        Section 3.13.               Right of Set-Off........................................................     39
        Section 3.14.               Agreed Tax Treatment....................................................     39
        Section 3.15.               Shortening or Extending of Stated Maturity..............................     39
        Section 3.16.               CUSIP Numbers...........................................................     40
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE IV.                SATISFACTION AND DISCHARGE
        Section 4.1.                Satisfaction and Discharge of Indenture.................................     40
        Section 4.2.                Application of Trust Money..............................................     41

ARTICLE V.                 REMEDIES
        Section 5.1.                Events of Default.......................................................     41
        Section 5.2.                Acceleration of Maturity; Rescission and Annulment......................     42
        Section 5.3.                Collection of Indebtedness and Suits for Enforcement
                                    by Trustee..............................................................     44
        Section 5.4.                Trustee May File Proofs of Claim........................................     44
        Section 5.5.                Trustee May Enforce Claim Without Possession of
                                    Securities..............................................................     45
        Section 5.6.                Application of Money Collected..........................................     45
        Section 5.7.                Limitation on Suits.....................................................     46
        Section 5.8.                Unconditional Right of Holders to Receive Principal,
                                    Premium and Interest; Direct Action by Holders
                                    of Capital Securities...................................................     46
        Section 5.9.                Restoration of Rights and Remedies......................................     47
        Section 5.10.               Rights and Remedies Cumulative..........................................     47
        Section 5.11.               Delay or Omission Not Waiver............................................     47
        Section 5.12.               Control by Holders......................................................     48
        Section 5.13.               Waiver of Past Defaults.................................................     48
        Section 5.14.               Undertaking for Costs...................................................     49
        Section 5.15.               Waiver of Usury, Stay or Extension Laws.................................     49

ARTICLE VI.                THE TRUSTEE
        Section 6.1.                Certain Duties and Responsibilities.....................................     49
        Section 6.2.                Notice of Defaults......................................................     50
        Section 6.3.                Certain Rights of Trustee...............................................     50
        Section 6.4.                Not Responsible for Recitals or Issuance of Securities..................     52
        Section 6.5.                May Hold Securities.....................................................     52
        Section 6.6.                Money Held in Trust.....................................................     52
        Section 6.7.                Compensation and Reimbursements.........................................     52
        Section 6.8.                Disqualification; Conflicting Interests.................................     53
        Section 6.9.                Corporate Trustee Required; Eligibility.................................     53
        Section 6.10.               Resignation and Removal; Appointment of Successor.......................     54
        Section 6.11.               Acceptance of Appointment by Successor..................................     55
        Section 6.12.               Merger, Conversion, Consolidation or Succession to
                                    Business................................................................     56
        Section 6.13.               Preferential Collection of Claims Against Company.......................     56
        Section 6.14.               Appointment of Authenticating Agent.....................................     57
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE VII.               HOLDER'S LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY
        Section 7.1.                Company to Furnish Trustee Names and Addresses
                                    of Holders..............................................................     58
        Section 7.2.                Preservation of Information, Communications to Holders..................     58
        Section 7.3.                Reports by Trustee and Paying Agent.....................................     59
        Section 7.4.                Reports by Company......................................................     59

ARTICLE VIII.              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
        Section 8.1.                Company May Consolidate, Etc., Only on Certain Terms....................     60
        Section 8.2.                Successor Company Substituted...........................................     61

ARTICLE IX.                SUPPLEMENTAL INDENTURES
        Section 9.1.                Supplemental Indentures Without Consent of Holders......................     61
        Section 9.2.                Supplemental Indentures With Consent of Holders.........................     62
        Section 9.3.                Execution of Supplemental Indentures....................................     64
        Section 9.4.                Effect of Supplemental Indentures.......................................     64
        Section 9.5.                Conformity with Trust Indenture Act.....................................     64
        Section 9.6.                Reference in Securities to Supplemental Indentures......................     64

ARTICLE X.                 COVENANTS
        Section 10.1.               Payment of Principal, Premium and Interest..............................     65
        Section 10.2.               Maintenance of Office or Agency.........................................     65
        Section 10.3.               Money for Security Payments to be Held in Trust.........................     65
        Section 10.4.               Statement as to Compliance..............................................     67
        Section 10.5.               Waiver of Certain Covenants.............................................     67
        Section 10.6.               Additional Sums.........................................................     67
        Section 10.7.               Additional Covenants....................................................     68
        Section 10.8.               Federal Tax Reports.....................................................     69

ARTICLE XI.                REDEMPTION OF SECURITIES
        Section 11.1.               Applicability of This Article...........................................     69
        Section 11.2.               Election to Redeem; Notice to Trustee...................................     69
        Section 11.3.               Selection of Securities to be Redeemed..................................     70
        Section 11.4.               Notice of Redemption....................................................     70
        Section 11.5.               Deposit of Redemption Price.............................................     71
        Section 11.6.               Payment of Securities Called for Redemption.............................     71
        Section 11.7.               Right of Redemption of Securities Initially Issued to
                                    an Issuer Trust.........................................................     72

ARTICLE XII.               SINKING FUNDS
                                    Sinking Funds...........................................................     72
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE XIII.              SUBORDINATION OF SECURITIES
        Section 13.1.               Securities Subordinate to Senior Debt...................................     72
        Section 13.2.               No Payment When Senior Debt in Default;
                                    Payment Over of Proceeds Upon Dissolution, Etc..........................     73
        Section 13.3                Payment Permitted If No Default.........................................     74
        Section 13.4.               Subrogation to Rights of Holders of Senior Debt.........................     74
        Section 13.5.               Provisions Solely to Define Relative Rights.............................     75
        Section 13.6.               Trustee to Effectuate Subordination.....................................     75
        Section 13.7.               No Waiver of Subordination Provisions...................................     75
        Section 13.8.               Notice to Trustee.......................................................     76
        Section 13.9.               Reliance on Judicial Order or Certificate of Liquidating
                                    Agent...................................................................     77
        Section 13.10.              Trustee Not Fiduciary for Holders of Senior Debt........................     77
        Section 13.11.              Rights of Trustee as Holder of Senior Debt;
                                    Preservation of Trustee's Rights........................................     77
        Section 13.12.              Article Applicable to Paying Agents.....................................     77
        Section 13.13.              Certain Conversions or Exchanges Deemed Payment.........................     77
</TABLE>

                                       iv

<PAGE>

                          JUNIOR SUBORDINATED INDENTURE

         THIS JUNIOR SUBORDINATED INDENTURE, dated as of [    ] [ ], [    ]
between M&T BANK CORPORATION, a New York corporation (the "Company"), having its
principal office at One M&T Plaza, Buffalo, New York 14203, and [ ], as Trustee,
having its principal office at [    ], [ ], [    ] [ ] (the "Trustee").

                             RECITALS OF THE COMPANY

         WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
junior subordinated deferrable interest debentures, in series (the "Securities")
of substantially the tenor hereinafter provided, including Securities issued to
evidence loans made to the Company from the proceeds from the issuance from time
to time by one or more statutory trusts (each an "Issuer Trust") of undivided
preferred beneficial interests in the assets of such Issuer Trusts (the "Capital
Securities") and common undivided interests in the assets of such Issuer Trusts
(the "Common Securities" and, collectively with the Capital Securities, the
"Trust Securities"), and to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered; and

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

         NOW THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as such term is defined in Section 1.1 hereof)
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof, and intending
to be legally bound hereby, as follows:

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.1.      Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (a)      the terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular;

         (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

<PAGE>

         (c)      the words "include," "includes" and "including" shall be
deemed to be followed by the phrase "without limitation";

         (d) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect at the time of computation;

         (e)      whenever the context may require, any gender shall be deemed
to include the other;

         (f)      unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Indenture; and

         (g)      the words "hereby", "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.

         "Act" when used with respect to any Holder has the meaning specified in
Section 1.4.

         "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Securities of any series the payment of which has not been
made on the applicable Interest Payment Date and which shall accrue at the rate
per annum specified or determined as specified in such Security.

         "Additional Sums" has the meaning specified in Section 10.6.

         "Additional Taxes" means any additional taxes, duties and other
governmental charges to which an Issuer Trust has become subject from time to
time as a result of a Tax Event.

         "Administrator" means, in respect of any Issuer Trust, each Person
appointed in accordance with the related Trust Agreement, solely in such
Person's capacity as Administrator of such Issuer Trust and not in such Person's
individual capacity, or any successor Administrator appointed as therein
provided.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Agent Member" means any member of, or participant in, the Depositary.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such

                                       2

<PAGE>

Global Security, in each case to the extent applicable to such transaction and
as in effect from time to time.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means the board of directors of the Company or the
Executive Committee of the board of directors of the Company (or any other
committee of the board of directors of the Company performing similar functions)
or, for purposes of this Indenture, a committee designated by the board of
directors of the Company (or such committee), comprised of two or more members
of the board of directors of the Company or officers of the Company, or both.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or any Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, or such committee of the Board of Directors or officers
of the Company to which authority to act on behalf of the Board of Directors has
been delegated, 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 (i) a Saturday or Sunday, (ii)
a day on which banking institutions in the City of Buffalo, New Yok or the City
of New York are authorized or required by law or executive order to remain
closed, or (iii) a day on which the Corporate Trust Office of the Trustee, or,
with respect to the Securities of a series initially issued to an Issuer Trust,
the "Corporate Trust Office" (as defined in the related Trust Agreement) of the
Property Trustee or the Delaware Trustee under the related Trust Agreement, is
closed for business.

         "Capital Securities" has the meaning specified in the first recital of
this Indenture.

         "Capital Treatment Event" means, in respect of any Issuer Trust, the
reasonable determination by the Company that, as a result of the occurrence of
any amendment to, or change (including any announced prospective change) in, the
laws (or any rules or regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement, action or decision is announced on or after the date of the
issuance of the Capital Securities of such Issuer Trust, there is more than an
insubstantial risk that the Company will not be entitled to treat an amount
equal to the Liquidation Amount (as such term is defined in the related Trust
Agreement) of such Capital Securities as "Tier 1 Capital" (or the then
equivalent thereof), for purposes of the risk-based capital adequacy guidelines
of the Board of Governors of the Federal Reserve System or the New York Banking
Department, as then in effect and applicable to the Company.

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

                                       3

<PAGE>

         "Common Securities" has the meaning specified in the first recital of
this Indenture.

         "Common Stock" means the common stock, $0.50 par value per share, of
the Company.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor entity shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor entity.

         "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by its Chairman of the Board
of Directors, any Vice Chairman of the Board of Directors, its President or a
Senior Vice President or Vice President, and by its Chief Financial Officer, its
Treasurer or an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which shall initially be _________.

         "Creditor" has the meaning specified in Section 6.7.

         "Defaulted Interest" has the meaning specified in Section 3.8.

         "Delaware Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor Delaware trustee appointed as therein provided.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.1 with respect to such series (or any successor thereto).

         "Discount Security" means any security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

         "Dollar" or "$" means the currency of the United States of America
that, as at the time of payment, is legal tender for the payment of public and
private debts.

         The term "entity" includes a bank, corporation, association, company,
limited liability company, joint-stock company, statutory trust or business
trust.

         "Event of Default," has the meaning specified in Article V, unless
otherwise specified in the supplemental indenture creating a series of
Securities.

                                       4

<PAGE>

         "Exchange Act" means the Securities Exchange Act of 1934 and any
successor statute thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 1.4.

         "Extension Period" has the meaning specified in Section 3.12.

         "Global Security" means a Security in the form prescribed in Section
2.4 evidencing all or part of a series of Securities, issued to the Depositary
or its nominee for such series, and registered in the name of such Depositary or
its nominee.

         "Guarantee" means, with respect to any Issuer Trust, the Guarantee
Agreement, executed by the Company for the benefit of the Holders of the Capital
Securities issued by such Issuer Trust as modified, amended or supplemented from
time to time.

         "Holder" means a Person in whose name a Security is registered in the
Securities Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of each particular series of Securities established
as contemplated by Section 3.1.

         "Institutional Accredited Investor" means an institutional accredited
investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act.

         "Interest Payment Date" means, as to each series of Securities, the
Stated Maturity of an installment of interest on such Securities.

         "Investment Company Act" means the Investment Company Act of 1940 and
any successor statute thereto, in each case as amended from time to time.

         "Investment Company Event" means the receipt by an Issuer Trust of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or a 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 such Issuer
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act, 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 Capital Securities of such
Issuer Trust.

         "Issuer Trust" has the meaning specified in the first recital of this
Indenture.

                                       5

<PAGE>

         "Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "Notice of Default" means a written notice of the kind specified in
Section 5.1(c).

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman of the Board, Chief Executive Officer,
President or a Vice President, and by the Chief Financial Officer, Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of such Person, and delivered to the Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

         (a)      a statement by each officer signing the Officers' Certificate
that such officer has read the covenant or condition and the definitions
relating thereto;

         (b)      a brief statement of the nature and scope of the examination
or investigation undertaken by such officer in rendering the Officers'
Certificate;

         (c)      a statement that such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

         (d)      a statement as to whether, in the opinion of such officer,
such condition or covenant has been complied with;

provided, however, that the Officers' Certificate delivered pursuant to the
provisions of Section 10.4 hereof shall comply with the provisions of Section
314 of the Trust Indenture Act.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company or any Affiliate of the Company.

         "Original Issue Date" means the date of issuance specified as such in
each Security.

         "Outstanding" means, when used in reference to any Securities, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

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

         (b)      Securities for whose payment money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent in trust for the
Holders of such Securities; and

         (c)      Securities in substitution for or in lieu of other Securities
which have been authenticated and delivered or that have been paid pursuant to
Section 3.6, unless proof

                                        6

<PAGE>

satisfactory to the Trustee is presented that any such Securities are held by
Holders in whose hands such Securities are valid, binding and legal obligations
of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor (other than, for the avoidance of doubt, the
Issuer Trust to which Securities of the applicable series were initially issued)
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities that the Trustee knows to be so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor (other than, for the avoidance of doubt, such
Issuer Trust). Upon the written request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Securities, if any, known by the Company to be owned or held by or for the
account of the Company, or any other obligor on the Securities or any Affiliate
of the Company or such obligor (other than, for the avoidance of doubt, the
Issuer Trust), and, subject to the provisions of Section 6.1, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

         [if applicable, insert - "Outstanding Capital Securities" means
[description of outstanding trust Capital Securities or other applicable
securities].]

         "Paying Agent" means the Trustee or any Person authorized by the
Company to pay the principal of (or premium, if any) or interest on, or other
amounts in respect of any Securities on behalf of the Company.

         "Person" means any individual, partnership, trust, unincorporated
organization or entity (as defined herein) or government or any agency or
political subdivision thereof.

         "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest on
the Securities of such series are payable pursuant to Section 3.1.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any security
authenticated and delivered under Section 3.7 in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.

         "Principal Subsidiary Bank" means each of (a) Manufacturers and Traders
Trust Company, (b) any other banking subsidiary of the Company the consolidated
assets of which

                                       7

<PAGE>

constitute 50% or more of the consolidated assets of the Company and its
consolidated subsidiaries, (c) any other banking subsidiary designated as a
Principal Subsidiary Bank pursuant to a Board Resolution and set forth in an
Officers' Certificate delivered to the Trustee, and (d) any subsidiary of the
Company that owns, directly or indirectly, any voting securities, or options,
warrants or rights to subscribe for or purchase voting securities, of any
Principal Subsidiary Bank under clause (a), (b) or (c), and in the case of
clause (a), (b), (c) or (d) their respective successors (whether by
consolidation, merger, conversion, transfer of substantially all their assets
and business or otherwise) so long as any such successor is a banking subsidiary
(in the case of clause (a), (b) or (c)) or a subsidiary (in the case of clause
(d)) of the Company.

         "Proceeding" has the meaning specified in Section 13.2.

         "Property Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor property trustee appointed as therein provided.

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or the terms of such Security.

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of such series, the close of
business on the first day of the month next preceding such Interest Payment Date
(whether or not a Business Day).

         "Responsible Officer", when used with respect to the Property Trustee
means any officer assigned to the Corporate Trust Office, including any managing
director, principal, vice president, assistant vice president, assistant
treasurer, assistant secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers, and having direct responsibility for the administration of this
Indenture, and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

         "Restricted Security" means each Security required pursuant to Section
3.6(c) to bear a Restricted Securities Legend.

         "Restricted Securities Certificate" means a certificate substantially
in the form set forth in Annex A.

         "Restricted Securities Legend" means a legend substantially in the form
of the legend required in the form of Security set forth in Section 2.2 to be
placed upon a Restricted Security.

                                       8

<PAGE>

         "Rights Plan" means any plan of the Company providing for the issuance
by the Company to all holders of its Common Stock, $0.50 par value per share, of
rights entitling the holders thereof to subscribe for or purchase shares of any
class or series of capital stock of the Company which rights (a) are deemed to
be transferred with such shares of such Common Stock, (b) are not exercisable,
and (c) are also issued in respect of future issuances of such Common Stock, in
each case until the occurrence of a specified event or events.

         "Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any successor
statute thereto, in each case as amended from time to time.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.6.


         "Senior Debt" means, whether recourse is to all or a portion of assets
of the Company and whether or not contingent, (a) every obligation of the
Company for money borrowed; (b) every obligation of the Company evidenced by
bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(c) every reimbursement obligation of the Company with respect to letters of
credit, bankers' acceptances or similar facilities issued for account of the
Company; (d) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (e) every
capital lease obligation of the Company; (f) every obligation of the Company for
claims (as defined in Section 101(4) of the United States Bankruptcy Code of
1978, as amended) in respect of derivative products such as interest and foreign
exchange rate contracts, commodity contracts and similar arrangements; and (g)
every obligation of the type referred to in clauses (a) through (f) of another
person and all dividends of another person the payment of which, in either case,
the Company has guaranteed or is responsible or liable, directly or indirectly,
as obligor or otherwise. Without limiting the generality of the foregoing,
Senior Debt shall include the following: (a) any borrowings under the Credit
Facility; (b) any outstanding commercial paper issued by the Company; (c) the
Company's guarantee of the 6.5% Senior Medium Term Notes due 2008 issued by
Keystone Financial Mid-Atlantic Funding Corp.; and (d) the Company's currently
outstanding 7.20% subordinated notes due July 1, 2007 and 6.875% subordinated
notes due June 1, 2009 that the Company assumed in connection with its merger
with Allfirst Financial Inc. on April 1, 2003. Senior debt shall not include (a)
any obligations which, by their terms, are expressly stated to rank on parity in
right of payment with, or to not be superior in right of payment to, the junior
subordinated debentures, (b) any senior debt of the Company which when incurred
and without respect to any election under Section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to the Company, (c)
any senior debt of the Company to any of the Company's subsidiaries, (d) senior
debt to any executive officer or director of the Company, (e) any debt in
respect of debt securities issued to any trust, or a trustee of such trust,
partnership or other entity affiliated with the Company that is a financing
entity of the Company in connection with the issuance of such financing entity
of securities that are similar to the Capital Securities, or (f) the Company's
currently outstanding $154.64 million aggregate liquidation amount of floating
rate junior subordinated debentures due 2027, $154.64 million aggregate
liquidation amount of floating rate junior subordinated debentures due 2027,
$154.64 million aggregate liquidation amount of 8.234% junior subordinated
debentures due 2027, $103.09 million aggregate liquidation amount of 8.277%
junior subordinated debentures due 2027, $61.86 million aggregate liquidation
amount of 9.25% junior subordinated debentures due 2027, and $105.31 million
aggregate liquidation amount of floating rate junior subordinated debentures due
2029.



                                       9

<PAGE>

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.8.

         "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
pursuant to the terms of such Security as the fixed date on which the principal
of such Security or such installment of principal or interest is due and
payable, as such date may, in the case of such principal, be shortened or
extended as provided pursuant to the terms of such Security and this Indenture.

         "Subsidiary" means an entity more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For purposes of this definition, "voting stock" means stock that ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

         "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.7 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

         "Tax Event" means the receipt by an Issuer 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 or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of issuance of the Capital Securities of such Issuer Trust, there is more than
an insubstantial risk that (a) the Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to United States federal income
tax with respect to income received or accrued on the corresponding series of
Securities issued by the Company to such Issuer Trust, (b) interest payable by
the Company on such corresponding series of Securities is not, or within 90 days
of the delivery of such Opinion of Counsel will not be, deductible by the
Company, in whole or in part, for United States federal income tax purposes, or
(c) such Issuer Trust is, or will be within 90 days of the delivery of such
Opinion of Counsel, subject to more than a de minimis amount of other taxes,
duties or other governmental charges.

         "Trust Agreement" means, with respect to any Issuer Trust, the trust
agreement or other governing instrument of such Issuer Trust, as amended,
modified or supplemented from time to time, among the trustees of such Issuer
Trust named therein, the Company, as depositor, and the holders from time to
time of undivided beneficial ownership interests in the assets of such Issuer
Trust.

                                       10

<PAGE>

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, solely in its capacity as such and not in its
individual capacity, until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee hereunder and, if at any time
there is more than one such Person, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, or any successor statute, in each
case as amended from time to time, except as provided in Section 9.5.

         "Trust Securities" has the meaning specified in the first recital of
this Indenture.

         "Vice President," when used with respect to the Company, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

Section 1.2.      Compliance Certificate and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants compliance with which constitutes a condition 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 (including covenants compliance with
which constitutes a condition precedent), if any, have been complied with,
except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.4) shall include:

         (a)      a statement by each individual signing such certificate or
opinion that such individual has read such covenant or condition and the
definitions herein relating thereto;

         (b)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions of such
individual contained in such certificate or opinion are based;

         (c)      a statement that, in the opinion of such individual, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

                                       11

<PAGE>

         (d)      a statement as to whether, in the opinion of such individual,
such condition or covenant has been complied with.

Section 1.3.      Forms of Documents Delivered to Trustee.

         (a)      In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         (b)      Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his or her certificate or opinion is based
are erroneous. Any such certificate or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         (c)      Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions, or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

Section 1.4.      Acts of Holders.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given to or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution

                                       12

<PAGE>

thereof. Where such execution is by a Person acting in other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority.

         (c)      The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be provided in any other manner that the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

         (d)      The ownership of Securities shall be proved by the Securities
Register.

         (e)      Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

         (f)      The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date, provided, however that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date (as defined below) by Holders of the requisite principal amount
of Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(b), or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date, provided, however

                                       13

<PAGE>

that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect) and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

         With respect to any record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "Expiration Date"
and from time to time may change the Expiration Date to any earlier or later
day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.6 on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         (g)      Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

Section 1.5.      Notices, Etc. to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:

         (a)      the Trustee by any Holder, any holder of Capital Securities or
the Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, or

         (b)      the Company by the Trustee, any Holder or any holder of
Capital Securities shall be sufficient for every purpose (except as otherwise
provided in Section 5.1) hereunder if in writing and mailed, first class,
postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company.

                                       14

<PAGE>

Section 1.6.      Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension
of or irregularities in regular mail services or for any other reason, it shall
be impossible or impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture or of
the relevant Securities, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

Section 1.7.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required thereunder to be a part of and
govern this Indenture, the provision of the Trust Indenture Act shall control.
If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so modified or to be excluded, as
the case may be.

Section 1.8.      Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 1.9.      Successors and Assigns.

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

Section 1.10.     Separability Clause.

         If any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

                                       15

<PAGE>

Section 1.11.     Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Debt, the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2,
the holders of Capital Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

Section 1.12.     Governing Law.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 1.13.     Non-Business Days.

         If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest or principal (and
premium, if any) or other amounts in respect of such Security need not be made
on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such 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 Interest Payment Date or Redemption Date
or at the Stated Maturity).

                                   ARTICLE II

                                 SECURITY FORMS

Section 2.1.      Generally.

         (a)      The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable tax laws or the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 with respect to the authentication and
delivery of such Securities.

                                       16

<PAGE>

         (b)      The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods, if required by any
securities exchange on which the Securities may be listed, on a steel engraved
border or steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

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

Section 2.2.      Form of Face of Security.

                              M&T BANK CORPORATION

   Junior Subordinated Deferrable Interest Debentures due [    ] [ ], [    ]

         [If the Security is a Restricted Security, insert - THE SECURITIES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT,
(I) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL INVESTOR THAT IS A QUALIFIED
INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE
AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER
JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT
WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN INITIAL
INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL
FORM AND MAY NOT BE

                                       17

<PAGE>

TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS, AS PROVIDED IN THE INDENTURE REFERRED TO BELOW. NO REPRESENTATION
CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR
RESALES OF THE SECURITIES.]

No.                                                                   $[       ]

         M&T Bank Corporation, a New York corporation (hereinafter called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to M&T
Capital Trust [IV] [V] [VI], or registered assigns, the principal sum of [    ]
Dollars on [    ] [ ], [    ], [if the Security is a Global Security, then if
applicable, insert - or such other principal amount represented hereby as may be
set forth in the records of the Securities Registrar hereinafter referred to in
accordance with the Indenture,] [if applicable, insert - provided (a) that the
Company may shorten the Stated Maturity of the principal of this Security [one
time] [one more times] as permitted under the Indenture to a date not earlier
than [    ] [ ], [    ], and (b) extend the Stated Maturity of the principal of
this Security at any time on one or more occasions, subject to certain
conditions specified in Section 3.15 of the Indenture, but in no event to a date
later than [    ] [ ], [    ].] The Company further promises to pay interest on
said principal from [    ] [ ], [    ], or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, [monthly] [quarterly]
[semi-annually] [if applicable, insert - (subject to deferral as set forth
herein)] in arrears on [insert applicable Payment Dates] of each year commencing
[    ] [ ], [    ] at the rate of [ ]% per annum, [if applicable, insert -
together with Additional Sums, if any, as provided in Section 10.6 of the
Indenture,] until the principal hereof is paid or duly provided for or made
available for payment; [if applicable, insert - provided that any overdue
principal, premium or Additional Sums and any overdue installment of interest
shall bear Additional Interest at the rate of [ ]% per annum (to the extent that
the payment of such interest shall be legally enforceable), compounded [monthly]
[quarterly] [semi-annually] from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on
demand.] The amount of interest payable for any period less than a full interest
period shall be computed on the basis of a 360-day year of twelve 30-day months
and the actual days elapsed in a partial month in such period. The amount of
interest payable for any full interest period shall be computed by dividing the
applicable rate per annum by [twelve/four/two]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest installment, [if applicable, insert -
which shall be the [insert record dates] (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.] Any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and

                                       18

<PAGE>

upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

         [If applicable, insert - So long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of this Security, from time to time to defer the payment of interest on this
Security for up to [ ] consecutive [monthly] [quarterly] [semi-annual] interest
payment periods with respect to each deferral period (each an "Extension
Period"), [if applicable, insert - during which Extension Periods the Company
shall have the right to make partial payments of interest on any Interest
Payment Date, and] at the end of which the Company shall pay all interest then
accrued and unpaid including Additional Interest, as provided below; provided
however, that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security, [If Stated Maturity can be shortened or extended,
insert - as then in effect,] and no such Extension Period may end on a date
other than an Interest Payment Date; and provided further, however, that during
any such Extension Period, the Company shall not (a) 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 (b)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to this Security, [if applicable, insert
- including the Company's obligations associated with the Outstanding Capital
Securities] (other than (i) 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
any 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, (ii) as a
result of an 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,
(iii) 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, (iv) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (v) 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). Prior
to the termination of any such Extension Period, the Company may further defer
the payment of interest, provided that no Extension Period shall exceed [ ]
consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend
beyond the Stated Maturity of the principal of this Security or end on a date
other than an Interest Payment Date. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may elect
to begin a new Extension Period, subject to the above conditions. No 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 that
the payment of such interest shall be

                                       19

<PAGE>

legally enforceable) at the rate of [ ]% per annum, compounded [monthly]
[quarterly] [semi-annual] and calculated as set forth in the first paragraph of
this Security, from the date on which such amounts would otherwise have been due
and payable until paid or made available for payment. The Company shall give the
Holder of this Security and the Trustee notice of its election to begin any
Extension Period at least one Business Day prior to the next succeeding Interest
Payment Date on which interest on this Security would be payable but for such
deferral [if applicable, insert - or so long as such securities are held by M&T
Capital Trust [IV] [V] [VI], at least one Business Day prior to the earlier of
(a) the next succeeding date on which Distributions on the Capital Securities of
such Issuer Trust would be payable but for such deferral, and (b) the date on
which the Property Trustee of such Issuer Trust is required to give notice to
holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date.]

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; [if applicable, insert - provided however, that at the option of
the Company payment of interest may be made (a) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register, or (b) if to a Holder of $1,000,000 or more in aggregate principal
amount of this Security, by wire transfer in immediately available funds upon
written request to the Trustee not later than 15 calendar days prior to the date
on which the interest is payable.]

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to 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, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                       20

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                               M&T BANK CORPORATION

                                               By: ___________________________
                                               Name: _________________________
                                               Title: ________________________

Attest:

__________________________________________
Secretary or Assistant Secretary

Section 2.3.      Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under the Junior Subordinated Indenture, dated as of [    ] [ ], [    ]
(herein called the "Indenture"), between the Company and [    ], as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Debt and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
security is one of the series designated on the face hereof, [if applicable,
insert - limited in aggregate principal amount to $[ ].]

         All terms used in this Security that are defined in the Indenture [if
applicable, insert - or if not defined in the Indenture in the [Name of Trust
Agreement] dated as of [    ] [ ], [    ] (as modified, amended or supplemented
from time to time the "Trust Agreement"), relating to M&T Capital Trust [IV] [V]
[VI] (the "Issuer Trust") among the Company, as Depositor, the trustees named
therein, the Administrators and the Holders from time to time of the Trust
Securities issued pursuant thereto] shall have the meanings assigned to them in
the Indenture [if applicable, insert - or the Trust Agreement, as the case may
be.]

         [If applicable, insert - The Company has the right to redeem this
Security (a) on or after [    ] [ ], [    ] in whole at any time or in part from
time to time, or (b) in whole (but not in part), at any time within 90 days
following the occurrence and during the continuation of a Tax Event, Investment
Company Event, or Capital Treatment Event, in each case at the Redemption Price
described in the next succeeding [three] paragraph[s], and subject to possible
regulatory approval.]

                                       21

<PAGE>

         [If applicable, insert - The Redemption Price shall equal 100% of the
principal amount hereof being redeemed, together with accrued interest to but
excluding the date fixed for redemption.]

         [If applicable, insert - In the case of a redemption on or after [    ]
[ ], [    ] the Redemption Price shall equal the following prices, expressed in
percentages of the principal amount hereof, together with accrued interest to
but excluding the date fixed for redemption, if redeemed during the 12-month
period beginning [    ] [ ], [    ]:

<TABLE>
<CAPTION>
                                                     Redemption
Year                                                   Price
----                                                 ----------
<S>                                                  <C>
</TABLE>

and 100% on or after [      ] [  ], [    ].

         In the case of a redemption on or after [    ] [ ], [    ] following a
Tax Event, Investment Company Event or Capital Treatment Event, the Redemption
Price shall equal the Redemption Price then applicable to a redemption under the
preceding paragraph.

         In the case of a redemption prior to [    ] [ ], [    ] following a Tax
Event, Investment Company Event or Capital Treatment Event in respect of the
Issuer Trust, the Redemption Price shall equal the Make-Whole Amount for a
corresponding $[    ] principal amount hereof, together with accrued interest to
but excluding the date fixed for redemption, which Make-Whole Amount will be
equal to the greater of (i) 100% of the principal amount hereof, and (ii) as
determined by a Quotation Agent (as defined in the Trust Agreement), the sum of
the present value of 100% of the principal amount that would be payable with
respect hereto on [    ] [ ], [    ], together with the present values of
scheduled payments of interest from the date fixed for redemption to [    ] [ ],
[    ], in each case discounted to the date fixed for redemption on a [monthly]
[quarterly] [semi-annual] basis (assuming a 360-day year consisting of 30-day
months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).]

         [If the Security is subject to redemption of any kind, insert - In the
event of redemption of this Security in part only, a new Security or Securities
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.]

         [If applicable, insert - The Indenture contains provisions for
defeasance at any time [of the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance by the Company with certain
conditions set forth in the Indenture.]

         The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal

                                       22

<PAGE>

amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         [If the Security is not a Discount Security, insert - As provided in
and subject to the provisions of the Indenture, if an Event of Default with
respect to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this
series may declare the principal amount of all the Securities of this series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), provided that, if upon an Event of Default,
the Trustee or such Holders fail to declare the principal of all the Outstanding
Securities of this series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the Capital Securities then
outstanding shall have the right to make such declaration by a notice in writing
to the Company and the Trustee; and upon any such declaration the principal
amount of and the accrued interest (including any Additional Interest) on all
the Securities of this series shall become immediately due and payable, provided
that the payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article
XIII of the Indenture.]

         [If the Security is a Discount Security, insert - As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities of this
series may declare an amount of principal of the Securities of this series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that, if upon an Event of Default, the
Trustee or such Holders fail to declare such principal amount of the Outstanding
Securities of this series to be immediately due and payable, the Holders of at
least 25% in aggregate Liquidation Amount of the Capital Securities then
outstanding shall have the right to make such declaration by a notice in writing
to the Company and the Trustee. The principal amount payable upon such
acceleration shall be equal to [insert formula for determining the amount]. Upon
any such declaration, such amount of the principal of and the accrued interest
(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of such principal
and interest (including any Additional Interest) on all the Securities of this
series shall remain subordinated to the extent provided in Article XIII of the
Indenture. Upon payment (a) of the amount of principal so declared due and
payable and (b) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on this Security shall
terminate.]

                                       23

<PAGE>

         No reference herein to the Indenture and no provision of this Security
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 Security at the times, place
and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
for such purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $[ ] and integral multiple of $[    ] in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

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

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agrees that for United States federal, state and
local tax purposes it is intended that this Security constitute indebtedness.

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

         THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES
NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

                                       24

<PAGE>

Section 2.4.      Additional Provisions Required in Global Security.

         Unless otherwise specified as contemplated by Section 3.1, any Global
Security issued hereunder shall, in addition to the provisions contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 2.5.      Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

         Dated: ___________________            [       ],
                                               as Trustee

                                               By:______________________________
                                                  Authorized Signatory

                                       25

<PAGE>

                                   ARTICLE III

                                 THE SECURITIES

Section 3.1       Title and Terms.

         (a)      The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

         (b)      The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution and, subject to
Section 3.3, set forth or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities as a series:

                  (i)      the title of the securities of such series, which
         shall distinguish the Securities of the series from all other
         Securities;

                  (ii)     the limit, if any, upon the aggregate principal
         amount of the Securities of such series that may be authenticated and
         delivered under this Indenture (except for Securities authenticated and
         delivered upon registration of transfer of, or in exchange for, or in
         lieu of, other Securities of the series pursuant to Section 3.4, 3.5,
         3.6, 9.6 or 11.6 and except for any Securities that, pursuant to
         Section 3.3, are deemed never to have been authenticated and delivered
         hereunder); provided, however, that the authorized aggregate principal
         amount of such series may be increased above such amount by a Board
         Resolution to such effect;

                  (iii)    the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (iv)     the Stated Maturity or Maturities on which the
         principal of the Securities of such series is payable or the method of
         determination thereof, and any dates on which or circumstances under
         which, the Company shall have the right to extend or shorten such
         Stated Maturity or Maturities;

                  (v)      the rate or rates, if any, at which the Securities of
         such series shall bear interest, if any, the rate or rates and extent
         to which Additional Interest, if any, shall be payable with respect to
         any Securities of such series, the date or dates from which any such
         interest or Additional Interest shall accrue, the Interest Payment
         Dates on which such interest shall be payable, the right, pursuant to
         Section 3.12 or as otherwise set forth therein, of the Company to defer
         or extend an Interest Payment Date, and the Regular Record Date for the
         interest payable on any Interest Payment Date or the method by which
         any of the foregoing shall be determined;

                                       26

<PAGE>

                  (vi)     the place or places where the principal of (and
         premium, if any) and interest or Additional Interest on the Securities
         of such series shall be payable, the place or places where the
         Securities of such series may be presented for registration of transfer
         or exchange, any restrictions that may be applicable to any such
         transfer or exchange in addition to or in lieu of those set forth
         herein and the place or places where notices and demands to or upon the
         Company in respect of the Securities of such series may be made;

                  (vii)    the period or periods within or the date or dates on
         which, if any, the price or prices at which and the terms and
         conditions upon which the Securities of such series may be redeemed, in
         whole or in part, at the option of the Company, and if other than by a
         Board of Resolution, the manner in which any election by the Company to
         redeem such Securities shall be evidenced;

                  (viii)   the obligation or the right, if any, of the Company
         to redeem, repay or purchase the Securities of such series pursuant to
         any sinking fund, amortization or analogous provisions, or at the
         option of a Holder thereof, and the period or periods within which, the
         price or prices at which, the currency or currencies (including
         currency unit or units) in which and the other terms and conditions
         upon which Securities of the series shall be redeemed, repaid or
         purchased, in whole or in part, pursuant to such obligation;

                  (ix)     the denominations in which any Securities of such
         series shall be issuable;

                  (x)      if other than Dollars, the currency or currencies
         (including any currency unit or units) in which the principal of (and
         premium, if any) and interest and Additional Interest, if any, on the
         Securities of the series shall be payable, or in which the Securities
         of the series shall be denominated and the manner of determining the
         equivalent thereof in Dollars for purposes of the definition of
         Outstanding;

                  (xi)     the additions, modifications or deletions, if any, in
         the Events of Default or covenants of the Company set forth herein with
         respect to the Securities of such series;

                  (xii)    if, other than the principal amount thereof, the
         portion of the principal amount of Securities of such series that shall
         be payable upon declaration of acceleration of the Maturity thereof;

                  (xiii)   if the principal amount payable at the Stated
         Maturity of any Securities of the series will not be determinable as of
         any one or more dates prior to the Stated Maturity, the amount which
         shall be deemed to be the principal amount of such Securities as of any
         such date for any purpose thereunder or hereunder, including the
         principal amount thereof which shall be due and payable upon any
         Maturity other than the Stated Maturity or which shall be deemed to be
         Outstanding as of any date prior to the Stated Maturity (or, in any
         such case, the manner in which such amount deemed to be the principal
         amount shall be determined);

                                       27

<PAGE>

                  (xiv)    if applicable, that the Securities of the series, in
         whole or in any specified part, shall be defeasible and, if other than
         by a Board Resolution, the manner in which any election by the Company
         to defease such Securities shall be evidenced;

                  (xv)     the additions or changes, if any, to this Indenture
         with respect to the Securities of such series as shall be necessary to
         permit or facilitate the issuance of the Securities of such series in
         bearer form, registrable or not registrable as to principal, and with
         or without interest coupons;

                  (xvi)    any index or indices used to determine the amount of
         payments of principal of and premium, if any, on the Securities of such
         series or the manner in which such amounts will be determined;

                  (xvii)   if applicable, that any Securities of the series
         shall be issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends that shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 2.4 and any circumstances in addition to or in lieu of
         those set forth in Section 3.5 in which any such Global Security may be
         exchanged in whole or in part for Securities registered, and any
         transfer of such Global Security in whole or in part may be registered,
         in the name or names of Persons other than the Depositary for such
         Global Security or a nominee thereof;

                  (xviii)  the appointment of any Paying Agent or agents for the
         Securities of such series;

                  (xix)    the terms of any right to convert or exchange
         Securities of such series into any other securities or property of the
         Company, and the additions or changes, if any, to this Indenture with
         respect to the Securities of such series to permit or facilitate such
         conversion or exchange;

                  (xx)     if such Securities are to be issued to an Issuer
         Trust, the form or forms of the Trust Agreement and Guarantee relating
         thereto;

                  (xxi)    if, other than as set forth herein, the relative
         degree, if any, to which the Securities or the series shall be senior
         to or be subordinated to other series of Securities in right of
         payment, whether such other series of Securities are Outstanding or
         not;

                  (xxii)   any addition to or change in the Events of Default
         which applies to any Securities of the series and any change in the
         right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 5.2;

                  (xxiii)  any addition to or change in the covenants set forth
         in Article X which applies to Securities of the series; and

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<PAGE>

                  (xiv)    any other terms of the Securities of such series
         (which terms shall not be inconsistent with the provisions of this
         Indenture, except as permitted by Section 9.1(6)).

         (c)      All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided
herein or in or pursuant to such Board Resolution and set forth, or determined
in the manner provided, in such Officers' Certificate or in any indenture
supplemental hereto.

         (d)      If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

         (e)      Payment of interest on the Securities of a series may be made
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) if to a Holder of
$1,000,000 or more in aggregate principal amount of any such Security, by wire
transfer in immediately available funds at such place and to such account as may
be designated by the Person entitled thereto as specified in the Security
Register.

         (f)      The securities shall be subordinated in right of payment to
Senior Debt as provided in Article XIII.

Section 3.2.      Denominations.

         The Securities of each series shall be in registered form without
coupons and shall be issuable in denominations specified as contemplated by
Section 3.1(b)(ix).

Section 3.3.      Execution, Authentication, Delivery and Dating.

         (a)      The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

         (b)      Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities,

                                       29

<PAGE>

the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel stating:

                  (i)      if the form of such Securities has been established
         by or pursuant to Board Resolution as permitted by Section 2.1, that
         such form has been established in conformity with the provisions of
         this Indenture;

                  (ii)     if the terms of such Securities have been established
         by or pursuant to Board Resolution as permitted by Section 3.1, that
         such terms have been established in conformity with the provisions of
         this Indenture; and

                  (iii)    that such Securities, when authenticated and
         delivered by the Trustee and issued by the Company in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and legally binding obligations of the Company
         enforceable in accordance with their terms, subject to bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and similar
         laws of general applicability relating to or affecting creditors'
         rights and to general equity principles.

         (c)      If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner that is not reasonably acceptable to the Trustee.

         (d)      Notwithstanding the provisions of Section 3.1 and the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

         (e)      Each Security shall be dated the date of its authentication.

         (f)      No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by the manual signature of one of its
authorized officers, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.10, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

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<PAGE>

Section 3.4.      Temporary Securities.

         (a)      Pending the preparation of definitive Securities of any
series, the Company may execute, and upon receipt of a Company Order the Trustee
shall authenticate and deliver, temporary Securities that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Securities of such
series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

         (b)      If temporary Securities of any series are issued, the Company
will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities, the
temporary Securities shall be exchangeable for definitive Securities upon
surrender of the temporary Securities at the office or agency of the Company
designated for that purpose without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive securities of the same series, of any authorized denominations having
the same Original Issue Date and Stated Maturity and having the same terms as
such temporary Securities. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

Section 3.5.      Global Securities.

         (a)      Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

         (b)      Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary advises the Trustee in writing that
such Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Security, and the
Company is unable to locate a qualified successor within 90 days of receipt of
such notice from the Depositary, (ii) the Company executes and delivers to the
Trustee a Company Order stating that the Company elects to terminate the
book-entry system through the Depositary, or (iii) there shall have occurred and
be continuing an Event of Default.

         (c)      If any Global Security is to be exchanged for other Securities
or cancelled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Securities Registrar for exchange or cancellation as
provided in this Article III. If any Global Security is to be exchanged for
other Securities or cancelled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, then
either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article III or

                                       31

<PAGE>

`
(ii) the principal amount thereof shall be reduced, or increased by an amount
equal to the portion thereof to be so exchanged or cancelled, or equal to the
principal amount of such other Security to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Securities Registrar, whereupon the Trustee, in accordance
with the Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the Depositary, accompanied by
registration instructions, the Trustee shall, subject to Section 3.6(b) and as
otherwise provided in this Article III, authenticate and deliver any Securities
issuable in exchange for such Global Security (or any portion thereof) in
accordance with the instructions of the Depositary. The Trustee shall not be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.

         (d)      Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

         (e)      The Depositary or its nominee, as the registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or agent. Neither the
Trustee nor the Securities Registrar shall have any liability in respect of any
transfers effected by the Depositary.

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

Section  3.6.     Registration, Transfer and Exchange Generally; Certain
                  Transfers and Exchanges; Securities Act Legends.

         (a)      The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and transfers of Securities. Such register is herein sometimes
referred to as the "Securities Register." The Trustee is hereby appointed
"Securities Registrar" for the purpose of registering Securities and transfers
of Securities as herein provided.

         Upon surrender for registration of transfer of any Security at the
offices or agencies of the Company designated for that purpose, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series any authorized denominations of like tenor and aggregate principal amount
and bearing such restrictive legends as may be required by this Indenture.

                                       32

<PAGE>

         At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of like tenor and
aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.

         All Securities issued upon any transfer or exchange of Securities shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon
such transfer or exchange.

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

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

         Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (i) to issue, register the transfer of or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of selection for redemption of Securities of that series
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

         (b)      Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture, transfers and exchanges of Securities and
beneficial interests in a Global Security shall be made only in accordance with
this Section 3.6(b).

                  (i)      Restricted Non-Global Security to Global Security. If
         the Holder of a Restricted Security (other than a Global Security)
         wishes at any time to transfer all or any portion of such Security to a
         Person who wishes to take delivery thereof in the form of a beneficial
         interest in a Global Security, such transfer may be effected only in
         accordance with the provisions of this clause (b)(i) and subject to the
         Applicable Procedures. Upon receipt by the Securities Registrar of (A)
         such Security as provided in Section 3.6(a) and instructions
         satisfactory to the Securities Registrar directing that a beneficial
         interest in the Global Security in a specified principal amount not
         greater than the principal amount of such Security be credited to a
         specified Agent Member's account and (B) a Restricted Securities
         Certificate duly executed by such Holder or such Holder's attorney duly
         authorized in writing, then the Securities Registrar shall cancel such
         Security (and issue a new Security in respect of any untransferred
         portion thereof) as

                                       33

<PAGE>

         provided in Section 3.6(a) and increase the aggregate principal amount
         of the Global Security by the specified principal amount as provided in
         Section 3.5(c).

                  (ii)     Non-Global Security to Non-Global Security. A
         Security that is not a Global Security may be transferred, in whole or
         in part, to a Person who takes delivery in the form of another Security
         that is not a Global Security as provided in Section 3.6(a), provided
         that if the Security to be transferred in whole or in part is a
         Restricted Security, the Securities Registrar shall have received a
         Restricted Securities Certificate duly executed by the transferor
         Holder or such Holder's attorney duly authorized in writing.

                  (iii)    Exchanges Between Global Security and Non-Global
         Security. A beneficial interest in a Global Security may be exchanged
         for a Security that is not a Global Security as provided in Section
         3.5.

                  (iv)     Initial Transfers of Non-Global Securities. In the
         case of Securities initially issued other than in global form, an
         initial transfer or exchange of such Securities that does not involve
         any change in beneficial ownership may be made to an Institutional
         Accredited Investor or Investors as if such transfer or exchange were
         not an initial transfer or exchange; provided, however that written
         certification shall be provided by the transferee and transferor of
         such Securities to the Securities Registrar that such transfer or
         exchange does not involve a change in beneficial ownership.

         (c)      Restricted Securities Legend. Except as set forth below, all
Securities shall bear a Restricted Securities Legend:

                  (i)      subject to the following clauses of this Section
         3.6(c), a Security or any portion thereof that is exchanged, upon
         transfer or otherwise, for a Global Security or any portion thereof
         shall bear the Restricted Securities Legend while represented thereby;

                  (ii)     subject to the following clauses of this Section
         3.6(c), a new Security which is not a Global Security and is issued in
         exchange for another Security (including a Global Security) or any
         portion thereof, upon transfer or otherwise, shall, if such new
         Security is required pursuant to Section 3.6(b)(ii) or (iii) to be
         issued in the form of a Restricted Security, bear a Restricted
         Securities Legend;

                  (iii)    a new Security (other than a Global Security) that
         does not bear a Restricted Security Legend may be issued in exchange
         for or in lieu of a Restricted Security or any portion thereof that
         bears such a legend if, in the Company's judgment, placing such a
         legend upon such new Security is not necessary to ensure compliance
         with the registration requirements of the Securities Act, and the
         Trustee, at the written direction of the Company in the form of an
         Officer's Certificate, shall authenticate and deliver such a new
         Security as provided in this Article III;

                  (iv)     notwithstanding the foregoing provisions of this
         Section 3.6(c), a Successor Security of a Security that does not bear a
         Restricted Securities Legend shall not bear such form of legend unless
         the Company has reasonable cause to believe that

                                       34

<PAGE>

         such Successor Security is a "restricted security" within the meaning
         of Rule 144, in which case the Trustee, at the written direction of the
         Company in the form of an Officer's Certificate, shall authenticate and
         deliver a new Security bearing a Restricted Securities Legend in
         exchange for such Successor Security as provided in this Article III;
         and

                  (v)      Securities distributed to a holder of Capital
         Securities upon dissolution of an Issuer Trust shall bear a Restricted
         Securities Legend if the Capital Securities so held bear a similar
         legend.

Section 3.7.      Mutilated, Lost and Stolen Securities.

         (a)      If any mutilated Security is surrendered to the Trustee
together with such security or indemnity as may be required by the Company or
the Trustee to save each of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series, of like tenor and aggregate principal amount, bearing the same
legends, and bearing a number not contemporaneously outstanding.

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

         (c)      If any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         (d)      Upon the issuance of any new Security under this Section 3.7,
the Company or the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith.

         (e)      Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of such series duly issued hereunder.

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

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<PAGE>

Section 3.8.      Payment of Interest and Additional Interest; Interest Rights
                  Preserved.

         (a)      Interest and Additional Interest on any Security of any series
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date, shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest in respect of Securities, of such series
except that, unless otherwise provided in the Securities of such series,
interest payable on the Stated Maturity of the principal of a Security shall be
paid to the Person to whom principal is paid. The initial payment of interest on
any Security of any series that is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 3.1 with respect to the related
series of Securities.

         (b)      Any interest on any Security that is due and payable, but is
not timely paid or duly provided for, on any Interest Payment Date for
Securities of such series (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 may be paid by
the Company, at its election in each case, as provided in clause (i) or (ii)
below:

                  (i)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series in respect of which interest is in default (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 of the amount of Defaulted Interest proposed to be
         paid on each Security and the date of the proposed payment, and which
         shall be fixed 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 be not more
         than 15 days and not 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 Holder of
         a Security of such series at the address of such Holder as it appears
         in the Securities 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 the
         Securities of such series (or their respective Predecessor Securities)
         are registered on such Special Record Date and shall no longer be
         payable pursuant to the following clause (ii).

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<PAGE>

                  (ii)     The Company may make payment of any Defaulted
         Interest in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which the Securities of the
         series in respect of which interest is in default may be listed and,
         upon such notice as may be required by such exchange (or by the Trustee
         if the Securities are not listed).

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

Section 3.9.      Persons Deemed Owners.

         (a)      The Company, the Trustee and any agent of the Company or the
Trustee shall treat the Person in whose name any Security is registered as the
owner of such Security for the purpose of receiving payment of principal of and
(subject to Section 3.8) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and none of the
Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         (b)      No holder of any beneficial interest in any Global Security
held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by a Depositary or impair, as between a Depositary
and such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.

Section 3.10.     Cancellation.

         All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder that the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be destroyed by the Trustee in accordance with its customary practices.

Section 3.11.     Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.1 herein,
for Securities of any series, interest on the Securities of each series for any
period shall be computed on the basis of a

                                       37

<PAGE>

360-day year of twelve 30-day months and the actual number of days elapsed in
any partial month in such period, and interest on the Securities of each series
for a full period shall be computed by dividing the rate per annum by the number
of interest periods that together constitute a full twelve months.

Section 3.12.     Deferrals of Interest Payment Dates.

         If specified as contemplated by Section 2.1 or Section 3.1 with respect
to the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time during
the term of such series, from time to time to defer the payment of interest on
such Securities for such period or periods (each an "Extension Period") not to
exceed the number of consecutive interest periods that equal five years with
respect to each Extension Period, during which Extension Periods the Company
shall, if so specified as contemplated by Section 3.1, have the right to make
partial payments of interest on any Interest Payment Date. No Extension Period
shall end on a date other than an Interest Payment Date. At the end of any such
Extension Period, the Company shall pay all interest then accrued and unpaid on
the Securities (together with Additional Interest thereon, if any, at the rate
specified for the Securities of such series to the extent permitted by
applicable law); provided, however, that no Extension Period shall extend beyond
the Stated Maturity of the principal of the Securities of such series; and
provided further, however, that, during any such Extension Period, the Company
shall not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock, or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Securities of such series, [if applicable, insert - including the Company's
obligations associated with the Outstanding Capital Securities] (other than (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 any 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 an exchange or conversion
of any class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (C) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(D) any declaration of a dividend in connection with any Rights Plan, or the
issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto, or (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). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest, provided that no Event of
Default has occurred and is continuing and provided further, that no Extension
Period shall exceed the period or periods specified in such Securities, extend
beyond the Stated Maturity

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<PAGE>

of the principal of such Securities or end on a date other than an Interest
Payment Date. Upon the termination of any such Extension Period and upon the
payment of all accrued and unpaid interest and any Additional Interest then due
on any Interest Payment Date, the Company may elect to begin a new Extension
Period, subject to the above conditions. 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 as and to the extent
as may be specified as contemplated by Section 3.1. The Company shall give the
Holders of the Securities of such series and the Trustee notice of its election
to begin any such Extension Period at least one Business Day prior to the next
succeeding Interest Payment Date on which interest on Securities of such series
would be payable but for such deferral or, with respect to any Securities of a
series issued to an Issuer Trust, so long as any such Securities are held by
such Issuer Trust, at least one Business Day prior to the earlier of (x) the
next succeeding date on which Distributions (as defined in the Trust Agreement)
on the Capital Securities of such Issuer Trust would be payable but for such
deferral, and (y) the date on which the Property Trustee of such Issuer Trust is
required to give notice to holders of such Capital Securities of the record date
or the date such Distributions are payable, but in any event not less than one
Business Day prior to such record date.

Section 3.13.     Right of Set-Off.

         With respect to the Securities of a series initially issued to an
Issuer Trust, notwithstanding anything to the contrary herein, the Company shall
have the right to set off any payment it is otherwise required to make in
respect of any such Security to the extent the Company has theretofore made, or
is concurrently on the date of such payment making, a payment under the
Guarantee relating to such Security or to a holder of Capital Securities
pursuant to an action undertaken under Section 5.8 of this Indenture.

Section 3.14.     Agreed Tax Treatment.

         Each Security issued hereunder shall provide that the Company and, by
its acceptance of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a beneficial interest in, such Security agree that
for United States federal, state and local tax purposes it is intended that such
Security constitutes indebtedness.

Section 3.15      Shortening or Extending of Stated Maturity.

         If specified as contemplated by Section 2.1 or Section 3.1 with respect
to the Securities of a particular series, the Company shall have the right to
(a) shorten the Stated Maturity of the principal of the Securities of such
series [one time] [one or more times] at any time to any date and (b) extend the
Stated Maturity of the principal of the Securities of such series at any time at
its election for one or more periods, provided that, if the Company elects to
exercise its right to extend the Stated Maturity of the principal of the
Securities of such series pursuant to clause (b) above, at the time such
election is made and at the time of extension, such conditions as may be
specified in such Securities shall have been satisfied.

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<PAGE>

Section 3.16.     CUSIP Numbers.

         The Company, in issuing the Securities, may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notice of redemption and other similar or related materials as a convenience to
Holders; provided that any such notice or other materials may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.1.      Satisfaction and Discharge of Indenture.

         This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:

         (a)      either

                  (i)      all Securities theretofore authenticated and
         delivered (other than (A) Securities that have been destroyed, lost or
         stolen and that have been replaced or paid as provided in Section 3.7
         and (B) Securities for whose payment money has theretofore been
         deposited in trust or segregated and held in trust by the Company and
         thereafter repaid to the Company or discharged from such trust, as
         provided in Section 10.3) have been delivered to the Trustee for
         cancellation; or

                  (ii)     all such Securities not theretofore delivered to the
         Trustee for cancellation

                           (A)      have become due and payable,

                           (B)      will become due and payable at their Stated
                  Maturity within one year of the date of deposit, or

                           (C) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

and the Company, in the case of subclause (ii)(A), (B) or (C) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount in the currency or currencies in which the Securities are
payable sufficient to pay and discharge the entire

                                       40

<PAGE>

indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for the principal (and premium, if any) and interest (including
any Additional Interest) to the date of such deposit (in the case of Securities
that have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be;

         (b)      the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

         (c)      the Company has delivered to the Trustee 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.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

Section 4.2.      Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest and Additional Interest for the payment of which such money or
obligations have been deposited with or received by the Trustee.

                                    ARTICLE V

                                    REMEDIES

Section 5.1.      Events of Default.

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

         (a)      default in the payment of any interest upon any Security of
that series, including any Additional Interest in respect thereof, when it
becomes due and payable and continuance of such default for a period of 30 days
(subject to the deferral of any due date in the case of an Extension Period);

                                       41

<PAGE>

         (b)      default in the payment of the principal of (or premium, if
any, on) any Security of that series at its Stated Maturity;

         (c)      failure on the part of the Company duly to observe or perform
any other of the covenants or agreements on the part of the Company in the
Securities of that series or in this Indenture for a period of 90 days after the
date on which written notice of such failure, requiring the Company to remedy
the same, shall have been given to the Company by the Trustee by registered or
certified mail or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series;

         (d)      the occurrence of the appointment of a receiver or other
similar official in any liquidation, insolvency or similar proceeding with
respect to the Company or all or substantially all of its property; or a court
or other governmental agency shall enter a decree or order appointing a receiver
or similar official and such decree or order shall remain unstayed and
undischarged for a period of 60 days; or

         (e)      any other Event of Default provided with respect to the
Securities of that series.

Section 5.2.      Acceleration of Maturity; Rescission and Annulment.

         (a)      If an Event of Default (other than an Event of Default
specified in Section 5.1(d)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then, and in every such case, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided,
however that, in the case of the Securities of a series issued to an Issuer
Trust, if, upon an Event of Default, the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of such series fail to
declare the principal of all the Outstanding Securities of such series to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount (as defined in the related Trust Agreement) of the related
series of Capital Securities issued by such Issuer Trust then outstanding shall
have the right to make such declaration by a notice in writing to the Company
and the Trustee; and upon any such declaration such principal amount (or
specified portion thereof) of and the accrued interest (including any Additional
Interest) on all the Securities of such series shall become immediately due and
payable. If an Event of Default specified in Section 5.1(d) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of such series (or, if the Securities of such series are
Discount Securities, such portion of the principal amount of such Securities as
may be specified by the terms of that series) shall automatically, and without
any declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable. Payment of principal and interest (including any
Additional Interest) on such Securities shall remain subordinated to the extent
provided in Article XIII notwithstanding that such amount shall become
immediately due and payable as herein provided.

                                       42

<PAGE>

         (b)      At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

                  (i)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay:

                           (A)      all overdue installments of interest on all
                  Securities of such series;

                           (B)      any accrued Additional Interest on all
                  Securities of such series;

                           (C)      the principal of (and premium, if any, on)
                  any Securities of such series that have become due otherwise
                  than by such declaration of acceleration and interest and
                  Additional Interest thereon at the rate borne by the
                  Securities; and

                           (D)      all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (ii)     all Events of Default with respect to Securities of
         that series, other than the non-payment of the principal of Securities
         of that series that has become due solely by such acceleration, have
         been cured or waived as provided in Section 5.13.

         (c)      In the case of Securities of a series initially issued to an
Issuer Trust, if the Holders of such Securities fail to annul such declaration
and waive such default, the holders of a majority in aggregate Liquidation
Amount (as defined in the related Trust Agreement) of the related series of
Capital Securities issued by such Issuer Trust then outstanding shall also have
the right to rescind and annul such declaration and its consequences by written
notice to the Company and the Trustee, subject to the satisfaction of the
conditions set forth in clauses (a) and (b) above of this Section 5.2.

         (d)      No such rescission shall affect any subsequent default or
impair any right consequent thereon.

Section 5.3       Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

         (a)      The Company covenants that if:

                  (i)      default is made in the payment of any installment of
         interest (including any Additional Interest) on any Security of any
         series when such interest becomes due and payable and such default
         continues for a period of 30 days or

                  (ii)     default is made in the payment of the principal of
         (and premium, if any, on) any Security at the Stated Maturity thereof,

                                       43

<PAGE>

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal (and premium, if any) and interest (including
any Additional Interest), and, in addition thereto, all amounts owing the
Trustee under Section 6.7.

         (b)      If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
and collect the monies adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

         (c)      If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.4.      Trustee May File Proofs of Claim.

         In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial or
administrative proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors,

         (a)      the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and
premium, if any) or interest (including any Additional Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest (including any Additional
         Interest) owing and unpaid in respect to the Securities and to file
         such other papers or documents as may be necessary or advisable and to
         take any and all actions as are authorized under the Trust Indenture
         Act in order to have the claims of the Holders and any predecessor to
         the Trustee under Section 6.7 allowed in any such judicial or
         administrative proceedings; and

                  (ii) in particular, the Trustee shall be authorized to collect
         and receive any monies or other property payable or deliverable on any
         such claims and to distribute the same in accordance with Section 5.6;
         and

                                       44

<PAGE>

         (b)      any custodian, receiver, assignee, trustee, liquidator,
sequestrator, conservator (or other similar official) in any such judicial or
administrative proceeding is hereby authorized by each Holder to make such
payments to the Trustee for distribution in accordance with Section 5.6, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it and any predecessor
Trustee under Section 6.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

Section 5.5.      Trustee May Enforce Claim Without Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, subject to
Article XIII and after provision for the payment of all the amounts owing the
Trustee and any predecessor Trustee under Section 6.7, its agents and counsel,
be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

Section 5.6.      Application of Money Collected.

         Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money or property on account of principal (or premium,
if any) or interest (including any Additional Interest), upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

         FIRST:   To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

         SECOND:  Subject to Article XIII, to the payment of the amounts then
due and unpaid upon Securities of such series for principal (and premium, if
any) and interest (including any Additional Interest) in respect of which or for
the benefit of which such money has been collected, ratably, without preference
or priority of any kind, according to the amounts due and payable on such series
of Securities for principal (and premium, if any) and interest (including any
Additional Interest), respectively; and

         THIRD:   The balance, if any, to the Person or Persons entitled
thereto.

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<PAGE>

Section 5.7.      Limitation on Suits.

         Subject to Section 5.8, no Holder of any Securities of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture or for the appointment of a receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) or for any other remedy
hereunder, unless:

         (a)      such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that series;

         (b)      the Holders of not less than 25% in aggregate principal amount
of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

         (c)      such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

         (d)      the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

         (e)      no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities of that series; it
being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

Section 5.8.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest; Direct Action by Holders of Capital Securities.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security of any series shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including any Additional Interest)
on such Security on the respective Stated Maturities expressed in such Security
(or in the case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder. In the case of Securities of a series issued
to an Issuer Trust, any registered holder of the series of Capital Securities
issued by such Issuer Trust shall have the right, upon the occurrence of an
Event of Default described in Section 5.1(a) or 5.1(b), to institute a suit
directly against the Company for enforcement of payment to such holder of
principal of (premium, if any) and (subject to Sections 3.8 and 3.12) interest
(including any Additional Interest) on the Securities having a principal amount
equal to the aggregate Liquidation Amount (as defined in the related Trust
Agreement) of such Capital Securities held by such holder.

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<PAGE>

Section 5.9.      Restoration of Rights and Remedies.

         If the Trustee, any Holder or any holder of Capital Securities issued
by any Issuer Trust has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee, such Holder or such
holder of Capital Securities, then, and in every such case, the Company, the
Trustee, such Holders and such holder of Capital Securities shall, subject to
any determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee, such Holder and such holder of Capital Securities shall continue as
though no such proceeding had been instituted.

Section 5.10.     Rights and Remedies Cumulative.

         Except as otherwise provided in the last paragraph of Section 3.7, no
right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 5.11.     Delay or Omission Not Waiver.

         (a)      No delay or omission of the Trustee, any Holder of any
Security with respect to the Securities of the related series or any holder of
any Capital Security to exercise any right or remedy accruing upon any Event of
Default with respect to the Securities of the related series shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.

         (b)      Every right and remedy given by this Article or by law to the
Trustee or to the Holders and the right and remedy given to the holders of
Capital Securities by Section 5.8 may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee, the Holders or the holders of
Capital Securities, as the case may be.

Section 5.12.     Control by Holders.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of any series 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 the Securities of such series, provided that:

         (a)      such direction shall not be in conflict with any rule of law
or with this Indenture,

         (b)      the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction, and

                                       47

<PAGE>

         (c)      subject to the provisions of Section 6.1, the Trustee shall
have the right to decline to follow such direction if a Responsible Officer or
Officers of the Trustee shall, in good faith, determine that the proceeding so
directed would involve the Trustee in personal liability.

Section 5.13.     Waiver of Past Defaults.

         (a)      The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series affected thereby and, in the
case of any Securities of a series initially issued to an Issuer Trust, the
holders of a majority in aggregate Liquidation Amount (as defined in the related
Trust Agreement) of the Capital Securities issued by such Issuer Trust may waive
any past default hereunder and its consequences with respect to such series
except a default:

                  (i)      in the payment of the principal (or premium, if any)
         of or interest (including any Additional Interest) on any Security of
         such series (unless such default has been cured and the Company has
         paid to or deposited with the Trustee a sum sufficient to pay all
         matured installments of interest (including Additional Interest) and
         all principal of (and premium, if any, on) all Securities of that
         series due otherwise than by acceleration), or

                  (ii)     in respect of a covenant or provision hereof that
         under Article IX cannot be modified or amended without the consent of
         each Holder of any Outstanding Security of such series affected
         thereby.

         (b)      Any such waiver shall be deemed to be on behalf of the Holders
of all the Securities of such series, or in the case of waiver by holders of
Capital Securities issued by such Issuer Trust, by all holders of Capital
Securities issued by such Issuer Trust.

         (c)      Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 5.14.     Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security 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,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of any series, or to any suit instituted

                                       48

<PAGE>

by any Holder for the enforcement of the payment of the principal of (or
premium, if any) or interest (including any Additional Interest) on any Security
on or after the respective Stated Maturities expressed in such Security.

Section 5.15.     Waiver of Usury, Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

Section 6.1.      Certain Duties and Responsibilities.

         (a)      Except during the continuance of an Event of Default,

                  (i)      the Trustee undertakes to perform such duties and
         only such duties as are specifically set forth in this Indenture, and
         no implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

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

         (b)      In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

                  (i)      this subsection shall not be construed to limit the
         effect of subsection (a) of this Section;

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<PAGE>

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

                  (iii)    the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of Holders pursuant to Section 5.12 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 with respect to the Securities
         of a series.

         (d)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

         (e)      Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

Section 6.2.      Notice of Defaults.

         Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest (including any Additional
Interest) on any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of Securities of such series; and provided further,
that, in the case of any default of the character specified in Section 5.1(c),
no such notice to Holders of Securities of such series shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

Section 6.3.      Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

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

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<PAGE>

         (b)      any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

         (c)      whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

         (d)      the Trustee may consult with counsel of its choice and the
advice of such counsel or any 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 reliance thereon;

         (e)      the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction;

         (f)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
indenture, Security or other paper or document, but the Trustee in its
discretion may make such inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to make such inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney; and

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

Section 6.4.      Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof.

Section 6.5.      May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner

                                       51

<PAGE>

or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

Section 6.6.      Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

Section 6.7.      Compensation and Reimbursement.

         (a)      The Company agrees to pay to the Trustee from time to time
reasonable compensation for all services rendered by it hereunder in such
amounts as the Company and the Trustee shall agree from time to time (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust).

         (b)      The Company agrees to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense disbursement or advance as may be attributable
to its negligence or bad faith.

         (c)      Since the Issuer Trust is being formed solely to facilitate an
investment in the Capital Securities, the Company, as Holder of the Common
Securities, hereby covenants to pay all debts and obligations (other than with
respect to the Capital Securities and the Common Securities) and all reasonable
costs and expenses of the Issuer Trust (including without limitation all costs
and expenses relating to the organization of the Issuer Trust, the fees and
expenses of the trustees and all reasonable costs and expenses relating to the
operation of the Issuer Trust) and to pay any and all taxes, duties, assessments
or governmental charges of whatever nature (other than withholding taxes)
imposed on the Issuer Trust by the United States, or any taxing authority, so
that the net amounts received and retained by the Issuer Trust and the Property
Trustee after paying such expenses will be equal to the amounts the Issuer Trust
and the Property Trustee would have received had no such costs or expenses been
incurred by or imposed on the Issuer Trust. The foregoing obligations of the
Company are for the benefit of, and shall be enforceable by, any person to whom
any such debts, obligations, costs, expenses and taxes are owed (each, a
"Creditor") whether or not such Creditor has received notice thereof. Any such
Creditor may enforce such obligations directly against the Company, and the
Company irrevocably waives any right or remedy to require that any such Creditor
take any action against the Issuer Trust or any other person before proceeding
against the Company. The Company shall execute such additional agreements as may
be necessary or desirable to give full effect to the foregoing.

         (d)      The Company shall indemnify the Trustee, its directors,
officers, employees and agents for, and hold them harmless against, any loss,
liability or expense (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) incurred

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<PAGE>

without negligence or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or the
performance of its duties hereunder, including the reasonable costs and expenses
of defending against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. This indemnification shall
survive the termination of this Indenture or the resignation or removal of the
Trustee.

         (e)      When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(d) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

Section 6.8.      Disqualification; Conflicting Interests.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of said Section 310(b).

Section 6.9.      Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be:

         (a)      a Person organized and doing business under the laws of the
United States of America or of any state or territory thereof or of the District
of Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal, state, territorial or District
of Columbia authority, or

         (b)      an entity organized and doing business under the laws of a
foreign government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the Commission, authorized under such laws to exercise
corporate trust powers, and subject to supervision or examination by authority
of such foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States
institutional trustees; in either case having a combined capital and surplus of
at least $50,000,000, subject to supervision or examination by federal or state
authority. If such entity publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then, for the purposes of this Section, the combined capital and
surplus of such entity 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
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. Neither the Company nor any Person
directly or indirectly controlling, controlled by or under common control with
the Company shall serve as Trustee for the Securities of any series issued
hereunder.

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<PAGE>

Section 6.10.     Resignation and Removal; Appointment of Successor.

         (a)      No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

         (b)      The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         (c)      The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company.

         (d)      If at any time:

                  (i)      the Trustee shall fail to comply with Section 6.8
         after written request therefor by the Company or by any Holder who has
         been a bona fide Holder of a Security for at least six months,

                  (ii)     the Trustee shall cease to be eligible under Section
         6.9 and shall fail to resign after written request therefor by the
         Company or by any such Holder, or

                  (iii)    the Trustee shall become incapable of acting or shall
         be adjudged 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, (x) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to the Securities of all
series issued hereunder, or (y) subject to Section 5.14, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of such
Holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to the Securities of
all series issued hereunder and the appointment of a successor Trustee or
Trustees.

         (e)      If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Securities of such
series and

                                       54

<PAGE>

supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, subject to Section 5.14, on behalf
of such Holder and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

         (f)      The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities of such series as their names and addresses appear in
the Securities Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

Section 6.11.     Acceptance of Appointment by Successor.

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

         (b)      In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (ii)
if the retiring Trustee is not retiring with respect to all Securities, 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 Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) 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 trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees or 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; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each removal of the retiring
Trustee, without any further act,

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<PAGE>

deed or conveyance, shall become vested with all the rights, powers, trusts, and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

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

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

Section 6.12.     Merger, Conversion, Consolidation or Succession to Business.

         Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such entity
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated, and in case any Securities shall not
have been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor Trustee or in the name of such
successor Trustee, and in all cases the certificate of authentication shall have
the full force which it is provided anywhere in the Securities or in this
Indenture that the certificate of the Trustee shall have.

Section 6.13.     Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

Section 6.14.     Appointment of Authenticating Agent.

         (a)      The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities, which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.6, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and

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<PAGE>

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

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

         (c)      An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent, which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provision of
this Section.

         (c)      The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payment, subject to the
provisions of Section 6.7.

         (d)      If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

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<PAGE>

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

Dated:                                             [           ],
                                                   as Trustee

                                                   By:__________________________
                                                   As Authenticating Agent

                                                   By:__________________________
                                                   As Authenticating Agent

                                   ARTICLE VII

                      HOLDERS LISTS AND REPORTS BY TRUSTEE,
                            PAYING AGENT AND COMPANY

Section 7.1.      Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:

         (a)      not less than one day nor more than 15 days prior to every
Interest Payment Date, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such dates, excluding
from any such list names and addresses received by the Trustee in its capacity
as Securities Registrar, and

         (b)      at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, excluding from any such list names and addresses
received by the Trustee in its capacity as Securities Registrar.

Section 7.2.      Preservation of Information, Communications to Holders.

         (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

         (b)      The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

         (c)      Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of

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<PAGE>

them shall be held accountable by reason of the disclosure of information as to
the names and addresses of the Holders made pursuant to the Trust Indenture Act.

Section 7.3.      Reports by Trustee and Paying Agent.

         (a)      The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act, at the times and in the manner provided pursuant
thereto.

         (b)      Reports so required to be transmitted at stated intervals of
not more than 12 months shall be transmitted within 60 days of January 31 in
each calendar year, commencing with the January 31 after the first issuance of
Securities under this Indenture.

         (c)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities exchange
upon which any Securities are listed and also with the Commission. The Company
will notify the Trustee when any Securities are listed on any securities
exchange.

         (d)      The Paying Agent shall comply with all withholding, backup
withholding, tax and information reporting requirements under the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder
with respect to payments on, or with respect to, the Securities.

Section 7.4.      Reports by Company.

         The Company shall file or cause to be filed with the Trustee and with
the Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided in the Trust Indenture
Act. In the case of information, documents or reports required to be filed with
the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act,
the Company shall file or cause the filing of such information documents or
reports with the Trustee within 15 days after the same are required to be filed
with the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1.      May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:

         (a)      the entity

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<PAGE>

formed by such consolidation or into which the Company is merged or the Person
that acquires by conveyance or transfer, or that leases, the properties and
assets of the Company substantially as an entirety shall be an entity organized
and existing under the laws of the United States of America or any state thereof
or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium,
if any), and interest (including any Additional Interest) on all the Securities
of every series and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed; provided, however, that nothing
herein shall be deemed to restrict or prohibit, and no supplemental indenture
shall be required in the case of, the merger of a Principal Subsidiary Bank with
and into a Principal Subsidiary Bank or the Company, the consolidation of
Principal Subsidiary Banks into a Principal Subsidiary Bank or the Company, or
the sale or other disposition of all or substantially all of the assets of any
Principal Subsidiary Bank to another Principal Subsidiary Bank or the Company,
if, in any such case in which the surviving, resulting or acquiring entity is
not the Company, the Company would own, directly or indirectly, at least 80% of
the voting securities of the Principal Subsidiary Bank (and of any other
Principal Subsidiary Bank any voting securities of which are owned, directly or
indirectly, by such Principal Subsidiary Bank) surviving such merger, resulting
from such consolidation or acquiring such assets;

         (b)      immediately after giving effect to such transaction, no Event
of Default, and no event that, after notice or lapse of time, or both, would
constitute an Event of Default, shall have occurred and be continuing; and

         (c)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with and, in the case of a transaction
subject to this Section 8.1 but not requiring a supplemental indenture under
paragraph (a) of this Section 8.1, an Officer's Certificate or Opinion of
Counsel to the effect that the surviving, resulting or successor entity is
legally bound by the Indenture and the Securities; and the Trustee, subject to
Section 6.1, may rely upon such Officers' Certificates and Opinions of Counsel
as conclusive evidence that such transaction complies with this Section 8.1.

Section 8.2.      Successor Company Substituted.

         (a)      Upon any consolidation or merger by the Company with or into
any other Person, or any conveyance, transfer or lease by the Company of its
properties and assets substantially as an entirety to any Person in accordance
with Section 8.1, the successor entity formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and in the event of any
such conveyance, transfer or lease the Company shall be discharged from all
obligations and covenants under the Indenture and the Securities.

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<PAGE>

         (b)      Such successor Person may cause to be executed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder that theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities that previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication
pursuant to such provisions and any Securities that such successor Person
thereafter shall cause to be executed and delivered to the Trustee on its behalf
for the purpose pursuant to such provisions. All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture.

         (c)      In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.1.      Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may amend
or waive any provision of this Indenture or may enter into one or more
indentures supplemental hereto, for any of the following purposes:

         (a)      to evidence the succession of another Person to the Company,
and the assumption by any such successor of the covenants of the Company herein
and in the Securities contained;

         (b)      to convey, transfer, assign, mortgage or pledge any property
to or with the Trustee or to surrender any right or power herein conferred upon
the Company;

         (c)      to establish the form or terms of Securities of any series as
permitted by Sections 2.1 or 3.1;

         (d)      to facilitate the issuance of Securities of any series in
certificated or other definitive form;

         (e)      to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of the series specified) or
to surrender any right or power herein conferred upon the Company;

         (f)      to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events of
Defaults are to be for the benefit of less than

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all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of the series specified);

         (g)      to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall (i) become
effective only when there is no Security Outstanding of any series created prior
to the execution of such supplemental indenture that is entitled to the benefit
of such provision or (ii) not apply to any Outstanding Securities;

         (h)      to cure any ambiguity, to correct or supplement any provision
herein that may be defective or inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this clause (h) shall not
adversely affect the interest of the Holders of Securities of any series in any
material respect or, in the case of the Securities of a series issued to an
Issuer Trust and for so long as any of the corresponding series of Capital
Securities issued by such Issuer Trust shall remain outstanding, the holders of
such Capital Securities;

         (i)      to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series 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, pursuant to the requirements of Section
6.11(b); or

         (j)      to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act.

Section 9.2.      Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may 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 modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security of each series affected thereby:

         (a)      change the Stated Maturity of the principal of, or any
installment of interest (including any Additional Interest) on, any Security, or
reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of principal
of a Discount Security that would be due and payable upon a declaration of
acceleration of the Stated Maturity thereof pursuant to Section 5.2, or change
the place of payment where, or the coin or currency in which, any Security or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date),

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         (b)      reduce the percentage in aggregate principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or

         (c)      modify any of the provisions of this Section, Section 5.13 or
Section 10.5, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby;

provided, further, that, in the case of the Securities of a series issued to an
Issuer Trust, so long as any of the corresponding series of Capital Securities
issued by such Issuer Trust remains outstanding, (i) no such amendment shall be
made that adversely affects the holders of such Capital Securities in any
material respect, and no termination of this Indenture shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Indenture shall be effective, without the prior consent of the holders of at
least a majority of the aggregate Liquidation Amount (as defined in the related
Trust Agreement) of such Capital Securities then outstanding unless and until
the principal of (and premium, if any, on) the Securities of such series and all
accrued and (subject to Section 3.8) unpaid interest (including any Additional
Interest) thereon have been paid in full, and (ii) no amendment shall be made to
Section 5.8 of this Indenture that would impair the rights of the holders of
Capital Securities issued by an Issuer Trust provided therein without the prior
consent of the holders of each such Capital Security then outstanding unless and
until the principal of (and premium, if any, on) the Securities of such series
and all accrued and (subject to Section 3.8) unpaid interest (including any
Additional Interest) thereon have been paid in full.

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities or any corresponding
series of Capital Securities of an Issuer Trust that holds the Securities of any
series, or that modifies the rights of the Holders of Securities of such series
or holders of such Capital Securities of such corresponding series with respect
to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series or holders
of Capital Securities of any other such corresponding series.

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

Section 9.3.      Execution of Supplemental Indentures.

         In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such

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supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent herein provided for relating to such action have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 9.4.      Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 9.5.      Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6.      Reference in Securities to Supplemental Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                    ARTICLE X

                                    COVENANTS

Section 10.1.     Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest (including any Additional Interest) on the Securities of
that series in accordance with the terms of such Securities and this Indenture.

Section 10.2.     Maintenance of Office or Agency.

         (a)      The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company initially appoints the Trustee, acting
through its Corporate Trust Office, as its agent for said purposes. The Company
will give prompt written

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notice to the Trustee of any change in the location of any such office or
agency. If at any time the Company shall fail to maintain such office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

         (b)      The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
and any change in the location of any such office or agency.

Section 10.3.     Money for Security Payments to be Held in Trust.

         (a)      If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of (and premium, if any) or interest (including Additional
Interest) on any of the Securities of such series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal (and premium, if any) or interest (including Additional Interest) so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its failure so to
act.

         (b)      Whenever the Company shall have one or more Paying Agents, it
will, prior to 10:00 a.m., New York City time, on each due date of the principal
of (or premium, if any) or interest, including Additional Interest on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest, including Additional Interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal (and premium, if any) or interest, including Additional Interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its failure so to act.

         (c)      The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will:

                  (i)      hold all sums held by it for the payment of the
         principal of (and premium, if any) or interest (including Additional
         Interest) on the Securities of a series in trust for the benefit of the
         Persons entitled thereto until such sums shall be paid to such Persons
         or otherwise disposed of as herein provided;

                  (ii)     give the Trustee notice of any default by the Company
         (or any other obligor upon such Securities) in the making of any
         payment of principal (and premium, if any) or interest (including
         Additional Interest) in respect of any Security of any series;

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<PAGE>

                  (iii)    at any time during the continuance of any default
         with respect to a series of Securities, upon the written request of the
         Trustee, forthwith pay to the Trustee all sums so held in trust by such
         Paying Agent with respect to such series; and

                  (iv)     comply with the provisions of the Trust Indenture Act
         applicable to it as a Paying Agent.

         (d)      The Company may, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         (e)      Any money deposited with the Trustee or any Paying Agent, or
then held by the Company in trust for the payment of the principal of (and
premium, if any) or interest (including Additional Interest) on any Security and
remaining unclaimed for two years after such principal (and premium, if any) or
interest (including Additional Interest) has become due and payable shall
(unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Company Request to the Company,
or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, the City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 10.4.     Statement as to Compliance.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding calendar year, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the
performance, observance or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company shall
be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. For the purpose of this Section 10.4, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

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Section 10.5.     Waiver of Certain Covenants.

         Subject to the rights of holders of Capital Securities specified in
Section 9.2, if any, the Company may omit in any particular instance to comply
with any covenant or condition provided pursuant to Section 3.1, 9.1(c) or
9.1(d) with respect to the Securities of any series, if before or after the time
for such compliance the Holders of at least a majority in aggregate principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company in
respect of any such covenant or condition shall remain in full force and effect.

Section 10.6.     Additional Sums.

         In the case of the Securities of a series initially issued to an Issuer
Trust, so long as no Event of Default has occurred and is continuing and except
as otherwise specified as contemplated by Section 2.1 or Section 3.1, if: (a)
the Issuer Trust is the Holder of all of the Outstanding Securities of such
series, and (b) a Tax Event described in clause (a) or (c) of the definition of
"Tax Event" in Section 1.1 hereof has occurred and is continuing in respect of
such Issuer Trust, the Company shall pay such Issuer Trust (and its permitted
successors or assigns under the related Trust Agreement) for so long as such
Issuer Trust (or its permitted successor or assignee) is the registered holder
of the Outstanding Securities of such series, such additional sums as may be
necessary in order that the amount of Distributions (including any Additional
Amount (as defined in such Trust Agreement)) then due and payable by such Issuer
Trust on the Capital Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of such Additional Taxes (the "Additional Sums"). Whenever in this
Indenture or the Securities there is a reference in any context to the payment
of principal of or interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Sums provided for in this
paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided, however,
that the deferral of the payment of interest pursuant to Section 3.12 or the
Securities shall not defer the payment of any Additional Sums that may be due
and payable.

Section 10.7.     Additional Covenants.

         The Company covenants and agrees with each Holder of Securities of each
series that it shall not: (a) declare or pay any dividends or distributions on,
or redeem, purchase, acquire or make a liquidation payment with respect to, any
shares of the Company's capital stock, or (b) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in
interest to the Securities of such series, [if applicable, insert - including
the Company's obligations associated with the Outstanding Capital Securities]
(other than (i) repurchases,

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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 any 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 or other event referred to below, (ii) as a
result of an 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,
(iii) 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, (iv) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (v) 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) if at
such time (A) there shall have occurred any event (x) of which the Company has
actual knowledge that with the giving of notice or the lapse of time, or both,
would constitute an Event of Default with respect to the Securities, and (y)
which the Company shall not have taken reasonable steps to cure, (B) if the
Securities of such series are held by an Issuer Trust, the Company shall be in
default with respect to its payment of any obligations under the Guarantee
relating to the Capital Securities issued by an Issuer Trust, or (C) the Company
shall have given notice of its election to begin an Extension Period with
respect to the Securities of such series as provided herein and shall not have
rescinded such notice, or such Extension Period, or any extension thereof, shall
be continuing.

         The Company also covenants with each Holder of Securities of a series
issued to an Issuer Trust (a) to hold, directly or indirectly, 100% of the
Common Securities of such Issuer Trust, provided that any permitted successor of
the Company as provided under Section 8.2 may succeed to the Company's ownership
of such Common Securities, (b) as holder of such Common Securities, not to
voluntarily terminate, windup or liquidate such Issuer Trust, other than (i) in
connection with a distribution of the Securities of such series to the holders
of the related Capital Securities in liquidation of such Issuer Trust, or (ii)
in connection with certain mergers, consolidations or amalgamations permitted by
the related Trust Agreement, and (c) to use its reasonable efforts, consistent
with the terms and provisions of such Trust Agreement, to cause such Issuer
Trust to continue not to be taxable as a corporation for United States federal
income tax purposes.

Section 10.8.     Federal Tax Reports.

         On or before December 15 of each year during which any Securities are
outstanding, the Company shall furnish to each Paying Agent such information as
may be reasonably requested by each Paying Agent in order that each Paying Agent
may prepare the information which it is required to report for such year on
Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the
Internal Revenue Code of 1986, as amended. Such information shall include

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the amount of original issue discount includible in income for each authorized
minimum denomination of principal amount at Stated Maturity of outstanding
Securities during such year.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

Section 11.1.     Applicability of this Article.

         Redemption of Securities of any series as permitted or required by any
form of Security issued pursuant to this Indenture shall be made in accordance
with such form of Security and this Article; provided, however, that, if any
provision of any such form of Security shall conflict with any provision of this
Article, the provision of such form of Security shall govern.

Section 11.2.     Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company, the Company shall, not less than 30 nor more than 60 days prior
to the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee and, in the case of Securities of a series held by
an Issuer Trust, the Property Trustee under the related Trust Agreement of such
date and of the principal amount of Securities of the applicable series to be
redeemed and provide the additional information required to be included in the
notice or notices contemplated by Section 11.4; provided that, in the case of
any series of Securities initially issued to an Issuer Trust, for so long as
such Securities are held by such Issuer Trust, such notice shall be given not
less than 45 nor more than 75 days prior to such Redemption Date (unless a
shorter notice shall be satisfactory to the Property Trustee under the related
Trust Agreement). In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
and an Opinion of Counsel evidencing compliance with such restriction.

Section 11.3.     Selection of Securities to be Redeemed.

         (a)      If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security of
such series, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         (b)      The Trustee shall promptly notify the Company in writing of
the Securities selected for partial redemption and the principal amount thereof
to be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed

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<PAGE>

only in part, to the portion of the principal amount of such Security that has
been or is to be redeemed.

Section 11.4.     Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register.

         With respect to Securities of such series to be redeemed, each notice
of redemption shall state:

         (a)      the Redemption Date;

         (b)      the Redemption Price or, if the Redemption Price cannot be
calculated prior to the time the notice is required to be sent, the estimate of
the Redemption Price provided pursuant to the Indenture together with a
statement that it is an estimate and that the actual Redemption Price will be
calculated on the third Business Day prior to the Redemption Date (if such an
estimate of the Redemption Price is given, a subsequent notice shall be given as
set forth above setting forth the Redemption Price promptly following the
calculation thereof);

         (c)      if less than all Outstanding Securities of such particular
series are to be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the particular Securities to be
redeemed;

         (d)      that, on the Redemption Date, the Redemption Price will become
due and payable upon each such Security or portion thereof, and that interest
thereon, if any, shall cease to accrue on and after said date;

         (e)      the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

         (f)      such other provisions as may be required in respect of the
terms of a particular series of Securities; and

         (g)      that the redemption is for a sinking fund, if such is the
case.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
The notice, if mailed in the manner provided above, shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice. In any case, a failure to give such notice by mail or any defect in the
notice to the Holder of any Security designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security.

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Section 11.5.     Deposit of Redemption Price.

         Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4, the
Company will deposit with the Trustee or with one or more Paying Agents (or if
the Company is acting as its own Paying Agent, the Company will segregate and
hold in trust as provided in Section 10.3) an amount of money sufficient to pay
the Redemption Price of, and any accrued interest (including Additional
Interest) on, all the Securities (or portions thereof) that are to be redeemed
on that date.

Section 11.6.     Payment of Securities Called for Redemption.

         (a)      If any notice of redemption has been given as provided in
Section 11.4, the Securities or portion of Securities with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable Redemption Price, together
with accrued interest (including any Additional Interest) to the Redemption
Date. On presentation and surrender of such Securities at a Place of Payment in
said notice specified, the said Securities or the specified portions thereof
shall be paid and redeemed by the Company at the applicable Redemption Price,
together with accrued interest (including any Additional Interest) to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest (including Additional
Interest) whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant record
dates according to their terms and the provisions of Section 3.8.

         (b)      Upon presentation of any Security redeemed in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Company, a new Security or Securities of
the same series, of authorized denominations, in aggregate principal amount
equal to the unredeemed portion of the Security so presented and having the same
Original Issue Date, Stated Maturity and terms.

         (c)      If any Security called for redemption shall not be so paid
under surrender thereof for redemption, the principal of and premium, if any, on
such Security shall, until paid, bear interest from the Redemption Date at the
rate prescribed therefor in the Security.

Section 11.7.     Right of Redemption of Securities Initially Issued to an
                  Issuer Trust.

         (a)      In the case of the Securities of a series initially issued to
an Issuer Trust, except as otherwise specified as contemplated by Section 3.1,
the Company, at its option, may redeem such Securities (i) on or after the date
specified in such Security, in whole at any time or in part from time to time,
or (ii) upon the occurrence and during the continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event, at any time within 90
days following the occurrence and during the continuation of such Tax Event,
Investment Company Event or Capital Treatment Event, in whole (but not in part),
in each case at a Redemption Price specified in such Security, together with
accrued interest (including Additional Interest) to the Redemption Date.

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         (b)      If less than all the Securities of any series are to be
redeemed, the aggregate principal amount of such Securities remaining
Outstanding after giving effect to such redemption shall be sufficient to
satisfy any provisions of the Trust Agreement related to the Issuer Trust to
which such Securities were issued.

                                   ARTICLE XII

                                  SINKING FUNDS

         Except as may be provided in any supplemental or amended indenture, no
sinking fund shall be established or maintained for the retirement of Securities
of any series.

                                  ARTICLE XIII

                           SUBORDINATION OF SECURITIES

Section 13.1.     Securities Subordinate to Senior Debt.

         The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including any Additional Interest) on
each and all of the Securities of each and every series are hereby expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Debt.

Section 13.2.     No Payment When Senior Debt in Default; Payment Over of
                  Proceeds Upon Dissolution, Etc.

         (a)      If the Company shall default in the payment of any principal
(or premium, if any) of or interest on any Senior Debt when the same becomes due
and payable, whether at maturity or at a date fixed for prepayment or by
declaration of acceleration or otherwise, then, upon written notice of such
default to the Company by the holders of Senior Debt or any trustee therefor,
unless and until such default shall have been cured or waived or shall have
ceased to exist, no direct or indirect payment (in cash, property, securities,
by set-off or otherwise) shall be made or agreed to be made on account of the
principal of (or premium, if any) or interest (including Additional Interest) on
any of the Securities, or in respect of any redemption, repayment, retirement,
purchase or other acquisition of any of the Securities.

         (b)      In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company, its creditors or its property, (ii) any
proceeding for the liquidation, dissolution or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (iii) any assignment by the Company for the benefit of creditors or
(iv) any other marshalling of the assets of the Company (each such event, if
any, herein sometimes referred to as a "Proceeding"), all Senior Debt (including
any interest thereon accruing after the

                                       72

<PAGE>

commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder on account thereof. Any payment or distribution, whether in
cash, securities or other property (other than securities of the Company or any
other entity provided for by a plan of reorganization or readjustment, the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Debt at the time outstanding and to any
securities issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for these subordination provisions) be
payable or deliverable in respect of the Securities of any series shall be paid
or delivered directly to the holders of Senior Debt in accordance with the
priorities then existing among such holders until all Senior Debt (including any
interest thereon accruing after the commencement of any Proceeding) shall have
been paid in full.

         (c)      In the event of any Proceeding, after payment in full of all
sums owing with respect to Senior Debt, the Holders of the Securities, together
with the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
(and premium, if any) and interest on the Securities and such other obligations
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Company ranking junior to the Securities, and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of the Company or any other entity provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior Debt at
the time outstanding and to any securities issued in respect thereof under any
plan of reorganization or readjustment), shall be received by the Trustee or any
Holder in contravention of any of the terms hereof and before all Senior Debt
shall have been paid in full, such payment or distribution or security shall be
received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Debt at the time outstanding in
accordance with the priorities then existing among such holders for application
to the payment of all Senior Debt remaining unpaid, to the extent necessary to
pay all such Senior Debt in full. In the event of the failure of the Trustee or
any Holder to endorse or assign any such payment, distribution or security, each
holder of Senior Debt is hereby irrevocably authorized to endorse or assign the
same.

         (d)      The Trustee and the Holders shall take such action (including,
without limitation, the delivery of this Indenture to an agent for the holders
of Senior Debt or consent to the filing of a financing statement with respect
hereto) as may, in the opinion of counsel designated by the holders of a
majority in principal amount of the Senior Debt at the time outstanding, be
necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

         (e)      The provisions of this Section 13.2 shall not impair any
rights, interests, remedies or powers of any secured creditor of the Company in
respect of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

                                       73

<PAGE>

         (f)      The securing of any obligations of the Company, otherwise
ranking on a parity with the Securities or ranking junior to the Securities
shall not be deemed to prevent such obligations from constituting, respectively,
obligations ranking on a parity with the Securities or ranking junior to the
Securities.

Section 13.3.     Payment Permitted if No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time, except during
the pendency of the conditions described in the first paragraph of Section 13.2
or of any Proceeding referred to in Section 13.2, from making payments at any
time of principal of (and premium, if any) or interest (including Additional
Interest) on the Securities, or (b) the application by the Trustee of any monies
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

Section 13.4.     Subrogation to Rights of Holders of Senior Debt.

         Subject to the payment in full of all amounts due or to become due on
all Senior Debt, or the provision for such payment in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders
of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions
of this Article (equally and ratably with the holders of all indebtedness of the
Company that by its express terms is subordinated to Senior Debt of the Company
to substantially the same extent as the Securities are subordinated to the
Senior Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Senior Debt) to the rights of
the holders of such Senior Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of
(and premium if any) and interest (including Additional Interest) on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments pursuant to
the provisions of this Article to the holders of Senior Debt by Holders of the
Securities or the Trustee, shall, as among the Company, its creditors other than
holders of Senior Debt, and the Holders of the Securities, be deemed to be a
payment or distribution by the Company to or on account of the Senior Debt.

Section 13.5.     Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as between the Company and the Holders of the Securities,
the obligations of the Company, which are absolute and unconditional, to pay to
the Holders of the Securities the principal of (and premium, if any) and
interest (including any

                                       74

<PAGE>

Additional Interest) on the Securities as and when the same shall become due and
payable in accordance with their terms; (b) affect the relative rights against
the Company of the Holders of the Securities and creditors of the Company other
than their rights in relation to the holders of Senior Debt; or (c) prevent the
Trustee or the Holder of any Security (or to the extent expressly provided
herein, the holder of any Capital Security) from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
including filing and voting claims in any Proceeding, subject to the rights, if
any, under this Article of the holders of Senior Debt to receive cash, property
and securities otherwise payable or deliverable to the Trustee or such Holder.

Section 13.6.     Trustee to Effectuate Subordination.

         Each Holder of a Security by his or her acceptance thereof 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 provided
in this Article and appoints the Trustee his or her attorney-in-fact for any and
all such purposes.

Section 13.7      No Waiver of Subordination Provisions.

         (a)      No right of any present or future holder of any Senior Debt 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
be otherwise charged with.

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

Section 13.8.     Notice to Trustee.

         (a)      The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article 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 to or by the Trustee in

                                       75

<PAGE>

respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Debt or from any
trustee, agent or representative therefor; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
two Business Days prior to the date upon which by the terms hereof any monies
may become payable for any purpose (including, the payment of the principal of
(and premium, if any, on) or interest (including any Additional Interest) on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it within two Business
Days prior to such date.

         (b)      Subject to the provisions of Section 6.1, the Trustee shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior Debt (or a
trustee or attorney-in-fact therefor) to establish that such notice has been
given by a holder of Senior Debt (or a trustee or attorney-in-fact therefor). 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 Senior Debt to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

Section 13.9.     Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, conservator,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
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.

Section 13.10.    Trustee Not Fiduciary for Holders of Senior Debt.

         The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not
be liable to any such holders if it shall pay over or distribute to Holders of
Securities or to the Company or to any other Person cash, property or securities
to which any holders of Senior Debt shall be entitled by virtue of this Article
or otherwise.

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<PAGE>

Section 13.11.    Rights of Trustee as Holder of Senior Debt; Preservation of
                  Trustee's Rights.

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

Section 13.12.    Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

Section 13.13.    Certain Conversions or Exchanges Deemed Payment.

         For purposes of this Article only, (a) the issuance and delivery of
junior securities upon conversion or exchange of Securities of any series shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any, on) or interest (including any Additional
Interest) on such Securities or on account of the purchase or other acquisition
of such Securities, and (b) the payment, issuance or delivery of cash, property
or securities (other than junior securities) upon conversion or exchange of a
Security of any series shall be deemed to constitute payment on account of the
principal of such security. For the purposes of this Section, the term "junior
securities" means (a) shares of any stock of any class of the Company, and (b)
securities of the Company that are subordinated in right of payment to all
Senior Debt that may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article.

                                     * * * *

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

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                       77

<PAGE>

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

                                       M&T BANK CORPORATION

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                       [       ], as
                                       Trustee

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                       78

<PAGE>

                                     ANNEX A
                    FORM OF RESTRICTED SECURITIES CERTIFICATE

                        RESTRICTED SECURITIES CERTIFICATE

                  (For transfers pursuant to Section 3.6(b) of
                        the Indenture referred to below)

[                ],
as Securities Registrar
[address]

Re:      [Title of Securities] of M&T Bank Corporation (the "Securities")

         Reference is made to the Junior Subordinated Indenture, dated as of [ ]
[ ], [ ] (the "Indenture"), between M&T Bank Corporation a New York corporation,
and [ ] Company, as Trustee. Terms used herein and defined in the Indenture or
in Regulation S, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as
amended (the "Securities Act") are used here as so defined.

         This certificate relates to $[ ] aggregate principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s).

         CERTIFICATE No(s).

         CURRENTLY IN GLOBAL FORM:  Yes _______ No ______ (check one)

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (a) it is the sole beneficial owner
of the Specified Securities or (b) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through a Depositary or an Agent Member in the name of the Undersigned, as or on
behalf of the Owner. If the Specified Securities are not represented by a Global
Security, they are registered in the name of the Undersigned, as or on behalf of
the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with

<PAGE>

such transfer, the Owner hereby certifies that, unless such transfer is being
effected pursuant to an effective registration statement under the Securities
Act, it is being effected in accordance with Rule 144A, Rule 904 of Regulation S
or Rule 144 under the Securities Act and all applicable securities laws of the
states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies that:

         (a)      Rule 144A Transfers. If the transfer is being effected in
accordance with Rule 144A:

                  (i)      the Specified Securities are being transferred to a
         person that the Owner and any person acting on its behalf reasonably
         believe is a "qualified institutional buyer" within the meaning of Rule
         144A, acquiring for its own account or for the account of a qualified
         institutional buyer; and

                  (ii)     the Owner and any person acting on its behalf have
         taken reasonable steps to ensure that the Transferee is aware that the
         Owner may be relying on Rule 144A in connection with the transfer; and

         (b)      Rule 904 Transfers. If the transfer is being effected in
accordance with Rule 904:

                  (i)      the Owner is not a distributor of the Securities, an
         affiliate of the Company or any such distributor or a person acting in
         behalf of any of the foregoing;

                  (ii)     the offer of the Specified Securities was not made to
         a person in the United States;

                  (iii)    either;

                           (A)      at the time the buy order was originated,
                  the Transferee was outside the United States or the Owner and
                  any person acting on its behalf reasonably believed that the
                  Transferee was outside the United States, or

                           (B)      the transaction is being executed in, on or
                  through the facilities of the Eurobond market, as regulated by
                  the Association of International Bond Dealers, or another
                  designated offshore securities market and neither the Owner
                  nor any person acting on its behalf know that the transaction
                  has been prearranged with a buyer in the United States;

                  (iv)     no directed selling efforts within the meaning of
Rule 902 of Regulation S have been made in the United States by or on behalf of
the Owner or any affiliate thereof; and

                  (v)      the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act.

         (c)      Rule 144 Transfers. If the transfer is being effected
pursuant to Rule 144:

<PAGE>

                  (i)      the transfer is occurring after a holding period of
         at least two years (computed in accordance with paragraph (d) of Rule
         144) has elapsed since the date the Specified Securities were acquired
         from the Company or from an affiliate (as such term is defined in Rule
         144) of the Company, whichever is later, and is being effected in
         accordance with the applicable amount, manner of sale and notice
         requirements of paragraphs (e), (f) and (h) of Rule 144;

                  (ii)     the transfer is occurring after a holding period by
         the Owner of at least three years has elapsed since the date the
         Specified Securities were acquired from the Company or from an
         affiliate (as such term is defined in Rule 144) of the Company,
         whichever is later, and the Owner is not, and during the preceding
         three months has not been, an affiliate of the Company; or

                  (iii)    the Owner is a Qualified Institutional Buyer under
         Rule 144A or has acquired the Securities otherwise in accordance with
         Sections (1), (2) or (3) hereof and is transferring the Securities to
         an institutional accredited investor in a transaction exempt from the
         requirements of the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers (as defined in
the Trust Agreement relating to the Issuer Trust to which the Securities were
initially issued).

                                    (Print the name of the Undersigned, as such
                                    term is defined in the second paragraph of
                                    this certificate.)

Dated: _________________                           By: _________________________

                                                   Name: _______________________
                                                   Title: ______________________

(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)