EXHIBIT 4.3
             ======================================================



                            GATEWAY BANCSHARES, INC.,
                                    AS ISSUER





                                    INDENTURE

                          DATED AS OF DECEMBER 17, 2003



                        U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE




        FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES


                                    DUE 2033

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


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

                                                                            Page
                                                                            ----

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

     Section  1.1.     Definitions . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE  II.  DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

     Section  2.1.     Authentication  and  Dating . . . . . . . . . . . . . . 7
     Section  2.2.     Form  of Trustee's Certificate of Authentication. . . . 8
     Section  2.3.     Form  and  Denomination  of  Debentures . . . . . . . . 8
     Section  2.4.     Execution  of  Debentures . . . . . . . . . . . . . . . 9
     Section  2.5.     Exchange  and  Registration  of  Transfer of
                       Debentures. . . . . . . . . . . . . . . . . . . . . . . 9
     Section  2.6.     Mutilated, Destroyed, Lost or Stolen Debentures . . . .11
     Section  2.7.     Temporary  Debentures . . . . . . . . . . . . . . . . .12
     Section  2.8.     Payment  of  Interest  and  Additional Interest . . . .12
     Section  2.9.     Cancellation  of  Debentures  Paid,  etc. . . . . . . .13
     Section  2.10.    Computation  of  Interest . . . . . . . . . . . . . . .13
     Section  2.11.    Extension  of  Interest  Payment  Period. . . . . . . .15
     Section  2.12.    CUSIP  Numbers. . . . . . . .. . . . . . . .. . . . . .16

ARTICLE  III.  PARTICULAR  COVENANTS  OF  THE  COMPANY . . . . . . . . . . . .16

     Section  3.1.     Payment  of  Principal,  Premium  and  Interest;  Agreed
                       Treatment  of  the  Debentures. . . . . . . . . . . . .16
     Section  3.2.     Offices  for  Notices  and  Payments,  etc. . . . . . .17
     Section  3.3.     Appointments  to  Fill  Vacancies  in  Trustee's
                       Office. . . . . . . . . . . . . . . . . . . . . . . . .17
     Section  3.4.     Provision  as  to  Paying  Agent. . . . . . . . . . . .17
     Section  3.5.     Certificate  to  Trustee. . . . . . . . . . . . . . . .18
     Section  3.6.     Additional  Sums. . . . . . . . . . . . . . . . . . . .18
     Section  3.7.     Compliance  with  Consolidation  Provisions . . . . . .18
     Section  3.8.     Limitation on Dividends . . . . . . . . . . . . . . . .19
     Section  3.9.     Covenants  as  to  the  Trust. . .  . . . . . . . . . .19
     Section  3.10.    Additional  Junior  Indebtedness. . . . . . . . . . . .19

ARTICLE  IV.  SECURITYHOLDERS'  LISTS AND REPORTS BY THE COMPANY AND
              THE TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . .20

     Section  4.1.     Securityholders'  Lists . . . . . . . . . . . . . . . .20
     Section  4.2.     Preservation  and  Disclosure  of  Lists. . . . . . . .20

ARTICLE  V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN
           EVENT OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . .21

     Section  5.1.     Events  of  Default . . . . . . . . . . . . . . . . . .21
     Section  5.2.     Payment of Debentures on Default; Suit Therefor . . . .22
     Section  5.3.     Application  of  Moneys  Collected  by  Trustee . . . .24
     Section  5.4.     Proceedings  by  Securityholders. . . . . . . . . . . .24
     Section  5.5.     Proceedings  by  Trustee  . . . . . . . . . . . . . . .25
     Section  5.6.     Remedies Cumulative and Continuing; Delay or Omission Not
                       a  Waiver . . . . . . . . . . . . . . . . . . . . . . .25


                                        i
<PAGE>
     Section  5.7.     Direction  of  Proceedings  and  Waiver  of  Defaults  by
                       Majority  of  Securityholders . . . . . . . . . . . . .25
     Section  5.8.     Notice  of  Defaults. . . . . . . . . . . . . . . . . .26
     Section  5.9.     Undertaking  to  Pay  Costs . . . . . . . . . . . . . .26

ARTICLE  VI.  CONCERNING  THE  TRUSTEE . . . . . . . . . . . . . . . . . . . .26

     Section  6.1.     Duties  and  Responsibilities  of  Trustee  . . . . . .26
     Section  6.2.     Reliance  on  Documents,  Opinions,  etc  . . . . . . .27
     Section  6.3.     No  Responsibility  for  Recitals,  etc . . . . . . . .28
     Section  6.4.     Trustee,  Authenticating  Agent,  Paying Agents, Transfer
                       Agents  or  Registrar  May  Own  Debentures . . . . . .28
     Section  6.5.     Moneys  to  be  Held  in  Trust . . . . . . . . . . . .28
     Section  6.6.     Compensation  and  Expenses  of  Trustee. . . . . . . .28
     Section  6.7.     Officers'  Certificate  as  Evidence. . . . . . . . . .29
     Section  6.8.     Eligibility  of  Trustee. . . . . . . . . . . . . . . .29
     Section  6.9.     Resignation  or  Removal  of  Trustee . . . . . . . . .30
     Section  6.10.    Acceptance  by  Successor  Trustee . . . . . . . .  . .31
     Section  6.11.    Succession  by  Merger,  etc.. . . . . . . . . .  . . .31
     Section  6.12.    Authenticating  Agents . . . . . . . . . . . . .  . . .32

ARTICLE  VII.  CONCERNING  THE  SECURITYHOLDERS . . . . . . . . . . . . . . . 33

     Section  7.1.     Action  by  Securityholders . . . . . . . . . . . . . .33
     Section  7.2.     Proof  of  Execution  by  Securityholders . . . . . . .33
     Section  7.3.     Who  Are  Deemed  Absolute  Owners. . . . . . . . . . .33
     Section  7.4.     Debentures  Owned  by  Company  Deemed  Not
                       Outstanding . . . . . . . . . . . . . . . . . . . . . .34
     Section  7.5.     Revocation  of  Consents;  Future Holders Bound . . . .34

ARTICLE  VIII.  SECURITYHOLDERS'  MEETINGS . . . . . . . . . . . . . . . . . .34

     Section  8.1.     Purposes  of  Meetings  . . . . . . . . . . . . . . . .34
     Section  8.2.     Call  of  Meetings  by  Trustee . . . . . . . . . . . .35
     Section  8.3.     Call  of Meetings by Company or Securityholders . . . .35
     Section  8.4.     Qualifications  for  Voting.    . . . . . . . . . . . .35
     Section  8.5.     Regulations . . . . . . . . . . . . . . . . . . . . . .35
     Section  8.6.     Voting. . . . . . . . . . . . . . . . . . . . . . . . .35
     Section  8.7.     Quorum;  Actions. . . . . . . . . . . . . . . . . . . .36

ARTICLE  IX.  SUPPLEMENTAL  INDENTURES . . . . . . . . . . . . . . . . . . . .36

     Section  9.1.     Supplemental  Indentures  without  Consent  of
                       Securityholders . . . . . . . . . . . . . . . . . . . .36
     Section  9.2.     Supplemental Indentures with Consent of
                       Securityholders . . . . . . . . . . . . . . . . . . . .38
     Section  9.3.     Effect  of  Supplemental  Indentures. . . . . . . . . .38
     Section  9.4.     Notation  on  Debentures. . . . . . . . . . . . . . . .39
     Section  9.5.     Evidence  of  Compliance  of Supplemental Indenture
                       to be Furnished  to  Trustee. . . . . . . . . . . . . .39

ARTICLE  X.  REDEMPTION  OF  SECURITIES. . . . . . . . . . . . . . . . . . . .39

     Section  10.1.    Optional  Redemption. . . . . . . . . . . . . . . . . .39
     Section  10.2.    Special  Event  Redemption. . . . . . . . . . . . . . .39
     Section  10.3.    Notice  of Redemption; Selection of Debentures. . . . .39
     Section  10.4.    Payment  of  Debentures  Called for Redemption. . . . .40


                                        ii
<PAGE>
ARTICLE  XI.  CONSOLIDATION,  MERGER,  SALE,  CONVEYANCE  AND  LEASE . . . . .40

     Section  11.1.    Company May Consolidate, etc., on Certain Terms . . . .40
     Section  11.2.    Successor  Entity  to  be  Substituted . . . . . .  . .41
     Section  11.3.    Opinion  of  Counsel  to  be  Given to Trustee  . . . .41

ARTICLE  XII.  SATISFACTION  AND  DISCHARGE  OF  INDENTURE . . . . . . . . . .41

     Section  12.1.    Discharge  of  Indenture. . . . . . . . . . . . . . . .41
     Section  12.2.    Deposited Moneys to be Held in Trust by Trustee . . . .42
     Section  12.3.    Paying  Agent  to  Repay  Moneys  Held. . . . . . . . .42
     Section  12.4.    Return  of  Unclaimed  Moneys . . . . . . . . . . . . .42

ARTICLE  XIII.  IMMUNITY  OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . .42

     Section  13.1.    Indenture  and Debentures Solely Corporate
                       Obligations . . . . . . . . . . . . . . . . . . . . . .42

ARTICLE  XIV.  MISCELLANEOUS  PROVISIONS . . . . . . . . . . . . . . . . . . .43

     Section  14.1.    Successors  . . . . . . . . . . . . . . . . . . . . . .43
     Section  14.2.    Official  Acts  by  Successor  Entity . . . . . . . . .43
     Section  14.3.    Surrender  of  Company  Powers. . . . . . . . . . . . .43
     Section  14.4.    Addresses  for  Notices,  etc.. . . . . . . . . . . . .43
     Section  14.5.    Governing  Law. . . . . . . . . . . . . . . . . . . . .43
     Section  14.6.    Evidence  of  Compliance  with  Conditions
                       Precedent . . . . . . . . . . . . . . . . . . . . . . .43
     Section  14.7.    Table  of  Contents,  Headings,  etc. . . . . . . . . .44
     Section  14.8.    Execution  in  Counterparts . . . . . . . . . . . . . .44
     Section  14.9.    Separability. . . . . . . . . . . . . . . . . . . . . .44
     Section  14.10.   Assignment. . . . . . . . . . . . . . . . . . . . . . .44
     Section  14.11.   Acknowledgment  of  Rights. . . . . . . . . . . . . . .44

ARTICLE  XV.  SUBORDINATION  OF  DEBENTURES  . . . . . . . . . . . . . . . . .44

     Section  15.1.    Agreement  to  Subordinate. . . . . . . . . . . . . . .44
     Section  15.2.    Default  on  Senior  Indebtedness . . . . . . . . . . .45
     Section  15.3.    Liquidation,  Dissolution,  Bankruptcy. . . . . . . . .45
     Section  15.4.    Subrogation . . . . . . . . . . . . . . . . . . . . . .46
     Section  15.5.    Trustee  to  Effectuate  Subordination. . . . . . . . .47
     Section  15.6.    Notice  by  the  Company. . . . . . . . . . . . . . . .47
     Section  15.7.    Rights  of the Trustee; Holders of Senior
                       Indebtedness. . . . . . . . . . . . . . . . . . . . . .47
     Section  15.8.    Subordination  May  Not  Be  Impaired . . . . . . . . .48

Exhibit  A    Form  of  Floating  Rate  Junior Subordinated Deferrable Interest
              Debenture


                                      iii
<PAGE>
     THIS  INDENTURE, dated as of DECEMBER 17, 2003, between GATEWAY BANCSHARES,
INC., A GEORGIA corporation (the "Company"), and U.S. Bank National Association,
                                  -------
a  national banking association organized under the laws of the United States of
America,  as  debenture  trustee  (the  "Trustee").
                                         -------

                                   WITNESSETH:

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

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

     NOW, THEREFORE, This Indenture Witnesseth:

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

                                   ARTICLE I.
                                   DEFINITIONS

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

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

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


                                        1
<PAGE>
     "Additional Sums" has the meaning set forth in Section 3.6.
      ---------------

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

     "Federal  Reserve"  means  the  Board  of  Governors of the Federal Reserve
      ----------------
System,  or  its  designated  district  bank,  as  applicable, and any successor
federal  agency  that  is primarily responsible for regulating the activities of
bank  holding  companies.

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

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

     "Interest  Payment Date" means March 17, June 17, September 17 and December
      ----------------------
17  of  each  year  during  the  term of this Indenture, or if such day is not a
Business  Day,  then the next succeeding Business Day, commencing with March 17,
2004.

     "Interest  Rate" means for the period beginning on (and including) the date
      --------------
of  original  issuance and ending on (but excluding) March 17, 2004 the rate per
annum  of  4.02%  and  for each Distribution Period thereafter, the Coupon Rate.


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

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

     "Maturity Date" means December 17, 2033.
      -------------

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

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

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

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

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

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

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

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

     "Predecessor  Security"  of  any  particular Debenture means every previous
      ---------------------
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular  Debenture;  and,  for  purposes  of  this  definition, any Debenture


                                        4
<PAGE>
authenticated  and  delivered  under Section 2.6 in lieu of a lost, destroyed or
stolen  Debenture  shall  be  deemed  to  evidence  the  same  debt as the lost,
destroyed  or  stolen  Debenture.

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

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

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

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

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

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

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


                                        5
<PAGE>
shall  continue  to  be Senior Indebtedness and be entitled to the subordination
provisions  irrespective of any amendment, modification or waiver of any term of
such  Senior  Indebtedness.

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

     "Special  Redemption  Date"  has  the  meaning  set  forth in Section 10.2.
      -------------------------

     "Special Redemption Price" means the price set forth in the following table
      ------------------------
for  any  Special Redemption Date that occurs on the date indicated below (or if
such  day  is  not  a  Business  Day,  then  the  next succeeding Business Day),
expressed  as  the  percentage  of  the principal amount of the Debentures being
redeemed:

<TABLE>
<CAPTION>
SPECIAL REDEMPTION DATE           SPECIAL REDEMPTION PRICE
--------------------------------  ------------------------
<S>                               <C>

March 17, 2004                                    104.625%

June 17, 2004                                     104.300%

September 17, 2004                                104.000%

December 17, 2004                                 103.650%

March 17, 2005                                    103.350%

June 17, 2005                                     103.000%

September 17, 2005                                102.700%

December 17, 2005                                 102.350%

March 17, 2006                                    102.050%

June 17, 2006                                     101.700%

September 17, 2006                                101.400%

December 17, 2006                                 101.050%

March 17, 2007                                    100.750%

June 17, 2007                                     100.450%

September 17, 2007                                100.200%

December 17, 2007 and thereafter                  100.000%
</TABLE>


plus,  in  each  case,  accrued  and  unpaid  interest (including any Additional
Interest)  on  such  Debentures  to  the  Special  Redemption  Date.


                                        6
<PAGE>
     "Subsidiary" means with respect to any Person, (i) any corporation at least
      ----------
a  majority  of  the  outstanding  voting  stock  of which is owned, directly or
indirectly,  by  such  Person  or by one or more of its Subsidiaries, or by such
Person  and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of the outstanding partnership or
similar  interests of which shall at the time be owned by such Person, or by one
or  more  of  its  Subsidiaries,  or  by  such  Person  and  one  or more of its
Subsidiaries  and  (iii)  any limited partnership of which such Person or any of
its  Subsidiaries  is  a  general partner.  For the purposes of this definition,
"voting  stock"  means shares, interests, participations or other equivalents in
the  equity  interest (however designated) in such Person having ordinary voting
power  for  the  election  of a majority of the directors (or the equivalent) of
such  Person,  other than shares, interests, participations or other equivalents
having such power only by reason of the occurrence of a contingency.

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

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

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

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

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

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

                                  ARTICLE II.
                                   DEBENTURES
                                   ----------

     SECTION  2.1.  AUTHENTICATION  AND DATING.  Upon the execution and delivery
                    ---------------------------
of  this  Indenture, or from time to time thereafter, Debentures in an aggregate
principal amount not in excess of $3,609,000.00 may be executed and delivered by
the  Company  to the Trustee for authentication, and the Trustee shall thereupon
authenticate  and  make  available  for  delivery said Debentures to or upon the
written  order of the Company, signed by its Chairman of the Board of Directors,
Chief  Executive  Officer,  Vice  Chairman,  the  President, one of its Managing


                                        7
<PAGE>
Directors  or  one  of  its  Vice  Presidents  without any further action by the
Company  hereunder.  In  authenticating  such  Debentures,  and  accepting  the
additional responsibilities under this Indenture in relation to such Debentures,
the  Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully  protected  in  relying  upon:

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

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

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

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

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

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

     SECTION  2.2.  FORM  OF  TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION.  The
                    -----------------------------------------------------
Trustee's  certificate  of  authentication  on  all  Debentures  shall  be  in
substantially  the  following  form:

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

     U.S. BANK NATIONAL ASSOCIATION, as Trustee

     By
       ----------------------------------------
     Authorized  Signer

     SECTION 2.3.  FORM AND DENOMINATION OF DEBENTURES.  The Debentures shall be
                   -----------------------------------
substantially in the form of Exhibit A attached hereto.  The Debentures shall be
in registered, certificated form without coupons and in minimum denominations of
$100,000.00  and  any  multiple  of  $1,000.00 in excess thereof.  Any attempted
transfer  of  the  Debentures in a block having an aggregate principal amount of
less  than  $100,000.00  shall  be  deemed  to  be  void  and of no legal effect
whatsoever.  Any such purported transferee shall be deemed not to be a holder of
such  Debentures  for  any purpose, including, but not limited to the receipt of
payments  on  such  Debentures, and such purported transferee shall be deemed to
have  no  interest  whatsoever  in  such  Debentures.  The  Debentures  shall be
numbered,  lettered,  or otherwise distinguished in such manner or in accordance



                                        8
<PAGE>
with  such  plans  as  the  officers  executing  the same may determine with the
approval  of  the  Trustee  as  evidenced  by  the  execution and authentication
thereof.

     SECTION 2.4.  EXECUTION OF DEBENTURES.  The Debentures  shall be  signed in
                   -----------------------
the  name  and  on behalf of the Company by the manual or facsimile signature of
its  Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman,
President,  one  of  its  Managing  Directors  or  one  of  its  Executive  Vice
Presidents,  Senior  Vice Presidents or Vice Presidents. Only such Debentures as
shall  bear  thereon  a  certificate of authentication substantially in the form
herein  before  recited,  executed by the Trustee or the Authenticating Agent by
the  manual signature of an authorized signer, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the  Trustee  or  the  Authenticating  Agent  upon any Debenture executed by the
Company  shall  be  conclusive  evidence that the Debenture so authenticated has
been  duly authenticated and delivered hereunder and that the holder is entitled
to  the  benefits  of  this  Indenture.

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

     Every Debenture shall be dated the date of its authentication.

     SECTION  2.5.  EXCHANGE AND REGISTRATION  OF  TRANSFER  OF DEBENTURES.  The
                    ------------------------------------------------------
Company  shall  cause  to  be  kept,  at the office or agency maintained for the
purpose of registration of transfer and for exchange as provided in Section 3.2,
a  register  (the  "Debenture  Register") for the Debentures issued hereunder in
which,  subject  to such reasonable regulations as it may prescribe, the Company
shall  provide  for  the  registration and transfer of all Debentures as in this
Article  II  provided. The Debenture Register shall be in written form or in any
other  form  capable  of  being  converted into written form within a reasonable
time.

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

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


                                        9
<PAGE>
     No  service  charge  shall  be  made  for  any  exchange or registration of
transfer  of Debentures, but the Company or the Trustee may require payment of a
sum  sufficient  to  cover any tax, fee or other governmental charge that may be
imposed  in  connection  therewith.

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

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

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

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

     THE  HOLDER  OF  THIS  SECURITY  BY  ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN  OR  ARRANGEMENT  SUBJECT TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT  OF  1974,  AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A  "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF


                                       10
<PAGE>
ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER  OR  HOLDER  IS  ELIGIBLE  FOR  EXEMPTIVE  RELIEF AVAILABLE UNDER U.S.
DEPARTMENT  OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1  OR  84-14  OR  ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
THIS  SECURITY  IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE  WITH  RESPECT TO SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THE
SECURITIES  OR  ANY  INTEREST  THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE  AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN  THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF
THE  CODE  IS  APPLICABLE,  A  TRUSTEE  OR  OTHER  PERSON ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY  EMPLOYEE  BENEFIT  PLAN  OR  PLAN  TO  FINANCE  SUCH PURCHASE, OR (ii) SUCH
PURCHASE  WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR  SECTION  4975  OF  THE  CODE  FOR  WHICH THERE IS NO APPLICABLE STATUTORY OR
ADMINISTRATIVE  EXEMPTION.

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

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

     SECTION  2.6.  MUTILATED,  DESTROYED,  LOST OR STOLEN DEBENTURES.  In  case
                    -------------------------------------------------
any  Debenture  shall  become  mutilated  or  be  destroyed, lost or stolen, the
Company  shall  execute,  and  upon  its  written  request  the  Trustee  shall
authenticate and deliver, a new Debenture bearing a number not contemporaneously
outstanding,  in  exchange  and  substitution for the mutilated Debenture, or in
lieu  of  and in substitution for the Debenture so destroyed, lost or stolen. In
every  case  the  applicant  for  a  substituted  Debenture shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save  each  of  them harmless, and, in every case of destruction, loss or theft,
the  applicant  shall  also  furnish  to the Company and the Trustee evidence to
their  satisfaction  of  the destruction, loss or theft of such Debenture and of
the  ownership  thereof.

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

     Every  substituted  Debenture  issued  pursuant  to  the provisions of this
Section  2.6 by virtue of the fact that any such Debenture is destroyed, lost or
stolen  shall  constitute  an  additional contractual obligation of the Company,
whether  or  not  the  destroyed, lost or stolen Debenture shall be found at any
time,  and  shall  be entitled to all the benefits of this Indenture equally and
proportionately  with  any  and all other Debentures duly issued hereunder.  All


                                       11
<PAGE>
Debentures  shall  be  held  and  owned  upon the express condition that, to the
extent  permitted by applicable law, the foregoing provisions are exclusive with
respect  to  the  replacement or payment of mutilated, destroyed, lost or stolen
Debentures  and  shall  preclude  any  and  all  other  rights  or  remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with  respect  to  the replacement or payment of negotiable instruments or other
securities  without  their  surrender.

     SECTION  2.7.  TEMPORARY  DEBENTURES. Pending the preparation of definitive
                    ---------------------
Debentures,  the Company may execute and the Trustee shall authenticate and make
available  for  delivery  temporary  Debentures  that  are  typed,  printed  or
lithographed.  Temporary  Debentures  shall  be  issuable  in  any  authorized
denomination, and substantially in the form of the definitive Debentures in lieu
of  which  they are issued but with such omissions, insertions and variations as
may  be  appropriate  for  temporary Debentures, all as may be determined by the
Company.  Every such temporary Debenture shall be executed by the Company and be
authenticated  by  the Trustee upon the same conditions and in substantially the
same  manner,  and  with the same effect, as the definitive Debentures.  Without
unreasonable  delay  the  Company will execute and deliver to the Trustee or the
Authenticating  Agent  definitive  Debentures and thereupon any or all temporary
Debentures  may  be surrendered in exchange therefor, at the principal corporate
trust office of the Trustee or at any office or agency maintained by the Company
for  such  purpose  as  provided  in  Section  3.2,  and  the  Trustee  or  the
Authenticating  Agent  shall  authenticate  and  make  available for delivery in
exchange for such temporary Debentures a like aggregate principal amount of such
definitive  Debentures.  Such  exchange  shall be made by the Company at its own
expense and without any charge therefor except that in case of any such exchange
involving  a  registration  of transfer the Company may require payment of a sum
sufficient  to  cover  any  tax,  fee  or  other governmental charge that may be
imposed in relation thereto.  Until so exchanged, the temporary Debentures shall
in  all  respects  be  entitled  to  the  same  benefits under this Indenture as
definitive  Debentures  authenticated  and  delivered  hereunder.

     SECTION  2.8.  PAYMENT  OF  INTEREST AND ADDITIONAL INTEREST.  Interest  at
                    ---------------------------------------------
the  Interest Rate and any Additional Interest on any Debenture that is payable,
and  is  punctually  paid or duly provided for, on any Interest Payment Date for
Debentures  shall  be paid to the Person in whose name said Debenture (or one or
more  Predecessor  Securities)  is  registered  at  the close of business on the
regular  record  date for such interest installment except that interest and any
Additional  Interest payable on the Maturity Date shall be paid to the Person to
whom  principal  is  paid.

     Each  Debenture  shall  bear  interest  for  the  period  beginning on (and
including) the date of original issuance and ending on (but excluding) March 17,
2004  at  a rate per annum of 4.02%, and shall bear interest for each successive
period beginning on (and including) March 17, 2004, and each succeeding Interest
Payment Date, and ending on (but excluding) the next succeeding Interest Payment
Date  (each,  a  "Distribution Period") at a rate per annum equal to the 3-Month
                  -------------------
LIBOR,  determined as described in Section 2.10, plus 2.85% (the "Coupon Rate"),
                                                                  -----------
applied to the principal amount thereof, until the principal thereof becomes due
and payable, and on any overdue principal and to the extent that payment of such
interest  is  enforceable  under  applicable  law  (without  duplication) on any
overdue  installment of interest (including Additional Interest) at the Interest
Rate  in effect for each applicable period compounded quarterly.  Interest shall
be  payable  (subject  to any relevant Extension Period) quarterly in arrears on
each  Interest Payment Date with the first installment of interest to be paid on
March  17,  2004.

     Any  interest  on  any  Debenture,  including  Additional Interest, that is
payable,  but  is  not  punctually  paid  or  duly provided for, on any Interest
Payment  Date  (herein  called "Defaulted Interest") shall forthwith cease to be
                                ------------------
payable  to  the registered holder on the relevant regular record date by virtue
of  having  been  such  holder; and such Defaulted Interest shall be paid by the
Company  to  the  Persons  in  whose  names such Debentures (or their respective
Predecessor  Securities)  are  registered  at the close of business on a special


                                       12
<PAGE>
record  date for the payment of such Defaulted Interest, which shall be fixed in
the  following  manner: the Company shall notify the Trustee in writing at least
25  days  prior  to  the date of the proposed payment of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of the proposed
payment,  and  at  the  same  time the Company shall deposit with the Trustee an
amount  of money equal to the aggregate amount proposed to be paid in respect of
such  Defaulted  Interest or shall make arrangements satisfactory to the Trustee
for  such  deposit  prior  to  the date of the proposed payment, such money when
deposited  to  be  held in trust for the benefit of the Persons entitled to such
Defaulted  Interest as in this clause provided.  Thereupon the Trustee shall fix
a special record date for the payment of such Defaulted Interest which shall not
be  more than 15 nor less than 10 days prior to the date of the proposed payment
and  not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly notify the Company of such special
record  date  and,  in  the  name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date  therefor to be mailed, first class postage prepaid, to each Securityholder
at  its  address  as it appears in the Debenture Register, not less than 10 days
prior  to  such  special  record  date.  Notice  of the proposed payment of such
Defaulted  Interest  and  the special record date therefor having been mailed as
aforesaid,  such  Defaulted Interest shall be paid to the Persons in whose names
such  Debentures  (or their respective Predecessor Securities) are registered on
such  special  record  date  and  shall  be  no  longer  payable.

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

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

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

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

     SECTION  2.9.  CANCELLATION  OF  DEBENTURES  PAID,  ETC.   All  Debentures
                    ----------------------------------------
surrendered  for the purpose of payment, redemption, exchange or registration of
transfer,  shall,  if  surrendered  to  the  Company  or  any  paying  agent, be
surrendered  to  the  Trustee and promptly canceled by it, or, if surrendered to
the  Trustee  or any Authenticating Agent, shall be promptly canceled by it, and
no  Debentures  shall be issued in lieu thereof except as expressly permitted by
any  of  the  provisions  of  this  Indenture.  All  Debentures  canceled by any
Authenticating  Agent  shall  be  delivered  to  the Trustee.  The Trustee shall
destroy all canceled Debentures unless the Company otherwise directs the Trustee
in  writing.  If  the Company shall acquire any of the Debentures, however, such
acquisition  shall  not  operate  as  a  redemption  or  satisfaction  of  the
indebtedness  represented  by  such  Debentures  unless  and  until the same are
surrendered  to  the  Trustee  for  cancellation.

     SECTION  2.10.  COMPUTATION  OF INTEREST.  The  amount  of interest payable
                     ------------------------
for each Distribution Period will be calculated by applying the Interest Rate to
the  principal amount outstanding at the commencement of the Distribution Period
on  the  basis of the actual number of days in the Distribution Period concerned
divided  by  360.  All  percentages  resulting  from  any  calculations  on  the
Debentures  will be rounded, if necessary, to the nearest one hundred-thousandth
of  a  percentage  point, with five one-millionths of a percentage point rounded
upward  (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655),


                                       13
<PAGE>
and  all  dollar  amounts  used  in  or  resulting from such calculation will be
rounded to the nearest cent (with one-half cent being rounded upward)).

     (a)     "3-Month  LIBOR"  means  the London interbank offered interest rate
              --------------
for three-month, U.S. dollar deposits determined by the Trustee in the following
order  of  priority:

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

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

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

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

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

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

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

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


                                       14
<PAGE>
shall provide the Coupon Rate then in effect and, if determined, the Coupon Rate
for  the  next  Distribution  Period.

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

     SECTION  2.11.  EXTENSION OF INTEREST PAYMENT PERIOD.  So  long as no Event
                     ------------------------------------
of  Default  has  occurred  and is continuing, the Company shall have the right,
from time to time, and without causing an Event of Default, to defer payments of
interest  on  the  Debentures  by  extending  the interest payment period on the
Debentures  at any time and from time to time during the term of the Debentures,
for  up to 20 consecutive quarterly periods (each such extended interest payment
period,  an  "Extension  Period"),  during  which  Extension  Period no interest
              -----------------
(including  Additional Interest) shall be due and payable (except any Additional
Sums  that  may be due and payable). No Extension Period may end on a date other
than  an  Interest  Payment  Date.  During  an  Extension  Period, interest will
continue to accrue on the Debentures, and interest on such accrued interest will
accrue at an annual rate equal to the Interest Rate in effect for such Extension
Period, compounded quarterly from the date such interest would have been payable
were  it  not  for  the  Extension  Period, to the extent permitted by law (such
interest  referred  to  herein as "Additional Interest"). At the end of any such
                                   -------------------
Extension  Period  the Company shall pay all interest then accrued and unpaid on
the  Debentures  (together with Additional Interest thereon); provided, however,
                                                              --------  -------
that  no Extension Period may extend beyond the Maturity Date; provided further,
                                                               -------- -------
however,  that during any such Extension Period, the Company shall not and shall
-------
not  permit  any  Affiliate to (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any  of  the Company's or such Affiliate's capital stock (other than payments of
dividends  or  distributions to the Company) or make any guarantee payments with
respect to the foregoing or (ii) make any payment of principal of or interest or
premium,  if  any,  on or repay, repurchase or redeem any debt securities of the
Company  or any Affiliate that rank pari passu in all respects with or junior in
interest  to  the  Debentures  (other  than, with respect to clauses (i) or (ii)
above,  (a)  repurchases, redemptions or other acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit plan or
other  similar  arrangement  with  or  for the benefit of one or more employees,
officers,  directors  or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock  of  the  Company  (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable  Extension  Period,  (b)  as  a  result  of  any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock  of  a subsidiary of the Company) for any class or series of the Company's
capital  stock  or  of any class or series of the Company's indebtedness for any
class  or  series of the Company's capital stock, (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of  such  capital stock or the security being converted or
exchanged,  (d)  any  declaration  of  a  dividend  in  connection  with  any
stockholders'  rights  plan,  or the issuance of rights, stock or other property
under  any  stockholders' rights plan, or the redemption or repurchase of rights
pursuant  thereto,  (e)  any dividend in the form of stock, warrants, options or
other  rights  where  the  dividend stock or the stock issuable upon exercise of
such  warrants,  options  or other rights is the same stock as that on which the
dividend  is  being paid or rank pari passu with or junior to such stock and any
cash  payments  in  lieu of fractional shares issued in connection therewith, or
(f)  payments  under the Capital Securities Guarantee). Prior to the termination
of  any  Extension  Period, the Company may further extend such period, provided


                                       15
<PAGE>
that  such  period  together  with  all  such  previous  and further consecutive
extensions  thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond  the Maturity Date. Upon the termination of any Extension Period and upon
the  payment  of  all  accrued  and unpaid interest and Additional Interest, the
Company  may  commence  a  new  Extension  Period,  subject  to  the  foregoing
requirements. No interest or Additional Interest shall be due and payable during
an Extension Period, except at the end thereof, but each installment of interest
that  would  otherwise  have  been  due and payable during such Extension Period
shall  bear  Additional  Interest to the extent permitted by applicable law. The
Company  must  give  the  Trustee  notice  of its election to begin or extend an
Extension  Period  at least 5 Business Days prior to the regular record date (as
such  term  is  used  in Section 2.8) immediately preceding the Interest Payment
Date  with  respect  to which interest on the Debentures would have been payable
except  for  the  election to begin or extend such Extension Period. The Trustee
shall  give  notice of the Company's election to begin a new Extension Period to
the  Securityholders.

     SECTION  2.12.  CUSIP  NUMBERS.  The  Company in issuing the Debentures may
                     --------------
use  "CUSIP"  numbers  (if then generally in use), and, if so, the Trustee shall
use  CUSIP numbers in notices of redemption as a convenience to Securityholders;
provided, however, that any such notice may state that no representation is made
--------  -------
as  to the correctness of such numbers either as printed on the Debentures or as
contained  in any notice of a redemption and that reliance may be placed only on
the  other  identification  numbers  printed  on  the  Debentures,  and any such
redemption  shall  not be affected by any defect in or omission of such numbers.
The  Company  will  promptly  notify the Trustee in writing of any change in the
CUSIP  numbers.

                                  ARTICLE III.
                       PARTICULAR COVENANTS OF THE COMPANY
                       -----------------------------------

     SECTION  3.1.     PAYMENT  OF  PRINCIPAL,  PREMIUM  AND  INTEREST;  AGREED
                       --------------------------------------------------------
TREATMENT  OF  THE  DEBENTURES.
------------------------------

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

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

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

     (d)     As  of  the  date  of this Indenture, the Company believes that the
likelihood that it would exercise its right under Section 2.11 to defer payments
of  interest  on  the  Debentures  by commencing an Extension Period at any time


                                       16
<PAGE>
during  which  the  Debentures  are  outstanding  is  remote  because  of  the
restrictions  that  would  be imposed on the Company's ability to declare or pay
dividends  or  distributions  on,  or  to redeem, purchase or make a liquidation
payment  with  respect  to,  any  of its outstanding equity and on the Company's
ability  to  make  any payments of principal of or interest on, or repurchase or
redeem, any of its debt securities that rank pari passu in all respects with (or
junior  in  interest  to)  the  Debentures.

     SECTION  3.2.  OFFICES  FOR NOTICES AND PAYMENTS, ETC.  So long as any of
                    --------------------------------------
the  Debentures  remain  outstanding,  the  Company  will  maintain in Hartford,
Connecticut,  an  office  or  agency  where  the Debentures may be presented for
payment,  an  office  or  agency  where  the  Debentures  may  be  presented for
registration  of  transfer and for exchange as in this Indenture provided and an
office  or agency where notices and demands to or upon the Company in respect of
the  Debentures or of this Indenture may be served. The Company will give to the
Trustee  written  notice of the location of any such office or agency and of any
change  of location thereof. Until otherwise designated from time to time by the
Company in a notice to the Trustee, or specified as contemplated by Section 2.5,
such  office  or  agency  for  all  of the above purposes shall be the office or
agency  of  the  Trustee.  In  case  the Company shall fail to maintain any such
office  or agency in Hartford, Connecticut, or shall fail to give such notice of
the location or of any change in the location thereof, presentations and demands
may  be  made  and notices may be served at the Principal Office of the Trustee.

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

     SECTION  3.3.  APPOINTMENTS  TO  FILL  VACANCIES  IN  TRUSTEE'S OFFICE. The
                    -------------------------------------------------------
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will  appoint,  in  the manner provided in Section 6.9, a Trustee, so that there
shall  at  all  times  be  a  Trustee  hereunder.

     SECTION  3.4.  PROVISION  AS  TO  PAYING  AGENT.
                    --------------------------------

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

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

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

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


                                       17
<PAGE>
     (b)     If  the  Company  shall act as its own paying agent, it will, on or
before  each  due  date  of the principal of and premium, if any, or interest or
other  payments,  if  any,  on  the Debentures, set aside, segregate and hold in
trust  for  the benefit of the holders of the Debentures a sum sufficient to pay
such  principal,  premium,  interest  or other payments so becoming due and will
notify  the  Trustee  in  writing  of any failure to take such action and of any
failure  by  the  Company (or by any other obligor under the Debentures) to make
any  payment  of  the  principal  of  and  premium, if any, or interest or other
payments,  if any, on the Debentures when the same shall become due and payable.

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

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

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

     SECTION  3.5.  CERTIFICATE  TO  TRUSTEE.  The  Company  will  deliver  to
                    ------------------------
the  Trustee on or before 120 days after the end of each fiscal year, so long as
Debentures  are  outstanding hereunder, a Certificate stating that in the course
of  the  performance  by  the signers of their duties as officers of the Company
they would normally have knowledge of any default during such fiscal year by the
Company in the performance of any covenants contained herein, stating whether or
not  they  have  knowledge  of any such default and, if so, specifying each such
default  of  which the signers have knowledge and the nature and status thereof.

     SECTION 3.6.  ADDITIONAL SUMS.  If and  for so  long  as  the Trust is  the
                   ---------------
holder  of  all Debentures and the Trust is required to pay any additional taxes
(including withholding taxes), duties, assessments or other governmental charges
as  a  result  of  a  Tax  Event,  the  Company will pay such additional amounts
("Additional  Sums")  on  the  Debentures  as  shall be required so that the net
  ----------  ----
amounts  received  and  retained  by  the  Trust  after  paying taxes (including
withholding  taxes),  duties,  assessments or other governmental charges will be
equal  to  the  amounts  the Trust would have received if no such taxes, duties,
assessments  or  other  governmental  charges had been imposed. Whenever in this
Indenture  or  the Debentures there is a reference in any context to the payment
of  principal  of or interest on the Debentures, such mention shall be deemed to
include  mention  of  payments  of  the  Additional  Sums  provided  for in this
paragraph  to  the  extent  that,  in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and  express  mention  of  the payment of Additional Sums (if applicable) in any
provisions  hereof  shall not be construed as excluding Additional Sums in those
provisions  hereof  where  such  express mention is not made; provided, however,
                                                              --------  -------
that the deferral of the payment of interest during an Extension Period pursuant
to  Section  2.11 shall not defer the payment of any Additional Sums that may be
due  and  payable.

     SECTION  3.7.  COMPLIANCE  WITH  CONSOLIDATION  PROVISIONS.  The  Company
                    -------------------------------------------
will  not,  while any of the Debentures remain outstanding, consolidate with, or
merge  into, or merge into itself, or sell or convey all or substantially all of
its  property to any other Person unless the provisions of Article XI hereof are
complied  with.


                                       18
<PAGE>
     SECTION  3.8.  LIMITATION  ON DIVIDENDS. If Debentures are initially issued
                    ------------------------
to the Trust or a trustee of such Trust in connection with the issuance of Trust
Securities by the Trust (regardless of whether Debentures continue to be held by
such  Trust)  and  (i)  there  shall have occurred and be continuing an Event of
Default, (ii) the Company shall be in default with respect to its payment of any
obligations  under  the Capital Securities Guarantee, or (iii) the Company shall
have  given  notice  of  its  election  to  defer  payments  of  interest on the
Debentures  by extending the interest payment period as provided herein and such
period,  or  any  extension thereof, shall be continuing, then the Company shall
not, and shall not allow any Affiliate of the Company to, (x) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment  with respect to, any of the Company's capital stock or its
Affiliates'  capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or (y)
make  any  payment  of principal of or interest or premium, if any, on or repay,
repurchase  or  redeem  any debt securities of the Company or any Affiliate that
rank pari passu  in  all  respects  with or junior in interest to the Debentures
(other  than,  with  respect  to  clauses  (x)  and (y) above,  (1) repurchases,
redemptions  or  other acquisitions of shares of capital stock of the Company in
connection  with  any  employment  contract,  benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of  one  or  more employees, officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase  plan or in connection with the issuance of capital
stock  of  the  Company  (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable Extension Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock  of  a subsidiary of the Company) for any class or series of the Company's
capital  stock  or  of any class or series of the Company's indebtedness for any
class  or  series of the Company's capital stock, (3) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of  such  capital stock or the security being converted or
exchanged,  (4)  any  declaration  of  a  dividend  in  connection  with  any
stockholders'  rights  plan,  or the issuance of rights, stock or other property
under  any  stockholders' rights plan, or the redemption or repurchase of rights
pursuant  thereto,  (5)  any dividend in the form of stock, warrants, options or
other  rights  where  the  dividend stock or the stock issuable upon exercise of
such  warrants,  options  or other rights is the same stock as that on which the
dividend is  being paid or ranks pari passu with or junior to such stock and any
cash  payments  in  lieu of fractional shares issued in connection therewith, or
(6)  payments  under  the  Capital  Securities  Guarantee).

     SECTION  3.9.  COVENANTS  AS  TO  THE  TRUST.  For  so  long  as  the Trust
                    -----------------------------
Securities  remain outstanding, the Company shall maintain 100% ownership of the
Common  Securities;  provided,  however,  that  any  permitted  successor of the
Company  under  this  Indenture  may  succeed to the Company's ownership of such
Common  Securities.  The  Company,  as  owner  of  the Common Securities, shall,
except  in  connection with a distribution of Debentures to the holders of Trust
Securities  in  liquidation  of  the  Trust,  the redemption of all of the Trust
Securities  or  certain  mergers,  consolidations  or  amalgamations,  each  as
permitted  by the Declaration, cause the Trust  (a) to remain a statutory trust,
(b)  to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes, and (c) to cause each holder of Trust Securities to
be  treated  as  owning  an  undivided  beneficial  interest  in the Debentures.

     SECTION 3.10.  ADDITIONAL JUNIOR INDEBTEDNESS.  The Company  shall not, and
                    ------------------------------
it  shall  not cause or permit any Subsidiary of the Company to, incur, issue or
be  obligated  on  any  Additional  Junior  Indebtedness,  either  directly  or
indirectly,  by way of guarantee, suretyship or otherwise, other than Additional
Junior  Indebtedness  (i)  that,  by its terms, is expressly stated to be either
junior and subordinate or pari passu in all respects to the Debentures, and (ii)
of  which  the  Company has notified (and, if then required under the applicable
guidelines  of  the  regulating  entity, has received approval from) the Federal
Reserve, if the Company is a bank holding company, or the OTS, if the Company is
a  savings  and  loan  holding  company.


                                       19
<PAGE>
                                   ARTICLE IV.
                       SECURITYHOLDERS' LISTS AND REPORTS
                       ----------------------------------
                         BY THE COMPANY AND THE TRUSTEE
                         ------------------------------

     SECTION 4.1.  SECURITYHOLDERS' LISTS. The Company covenants and agrees that
                   ----------------------
it  will  furnish  or  caused  to  be  furnished  to  the  Trustee:

     (a)     on  each  regular  record  date for the Debentures, a list, in such
form  as  the  Trustee may reasonably require, of the names and addresses of the
Securityholders  of  the  Debentures  as  of  such  record  date;  and

     (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;

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

     SECTION  4.2.  PRESERVATION  AND  DISCLOSURE  OF  LISTS.
                    ----------------------------------------

     (a)     The  Trustee  shall preserve, in as current a form as is reasonably
practicable,  all  information  as  to the names and addresses of the holders of
Debentures  (1) contained in the most recent list furnished to it as provided in
Section 4.1 or (2) received by it in the capacity of Debentures registrar (if so
acting) hereunder.  The Trustee may destroy any list furnished to it as provided
in  Section  4.1  upon  receipt  of  a  new  list  so  furnished.

     (b)     In  case  three or more holders of Debentures (hereinafter referred
to  as  "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable  proof that each such applicant has owned a Debenture for a period of
at  least  6 months preceding the date of such application, and such application
states  that  the  applicants  desire  to  communicate  with  other  holders  of
Debentures  with  respect  to  their  rights  under this Indenture or under such
Debentures  and  is  accompanied  by  a  copy  of  the  form  of  proxy or other
communication  which such applicants propose to transmit, then the Trustee shall
within  5  Business Days after the receipt of such application, at its election,
either:

          (1)     afford  such applicants access to the information preserved at
          the  time  by  the  Trustee  in  accordance  with  the  provisions  of
          subsection  (a)  of  this  Section  4.2,  or

          (2)     inform such applicants as to the approximate number of holders
          of  Debentures  whose  names  and  addresses appear in the information
          preserved at the time by the Trustee in accordance with the provisions
          of  subsection (a) of this Section 4.2, and as to the approximate cost
          of  mailing  to  such  Securityholders  the  form  of  proxy  or other
          communication,  if  any,  specified  in  such  application.

     If  the  Trustee  shall  elect not to afford such applicants access to such
information,  the  Trustee  shall,  upon the written request of such applicants,
mail  to  each  Securityholder  whose name and address appear in the information
preserved  at  the  time  by  the  Trustee  in accordance with the provisions of
subsection  (a)  of  this  Section  4.2  a  copy  of  the form of proxy or other
communication  which  is  specified  in  such request with reasonable promptness
after  a  tender  to the Trustee of the material to be mailed and of payment, or
provision  for the payment, of the reasonable expenses of mailing, unless within
five  days after such tender, the Trustee shall mail to such applicants and file
with  the  Securities  and  Exchange  Commission,  if  permitted  or required by
applicable  law,  together  with  a copy of the material to be mailed, a written
statement  to the effect that, in the opinion of the Trustee, such mailing would


                                       20
<PAGE>
be  contrary to the best interests of the holders of all Debentures, as the case
may  be,  or  would  be  in violation of applicable law.  Such written statement
shall  specify  the  basis of such opinion.  If said Commission, as permitted or
required  by applicable law, after opportunity for a hearing upon the objections
specified  in  the  written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining one
or  more  of  such  objections,  said  Commission  shall  find, after notice and
opportunity  for hearing, that all the objections so sustained have been met and
shall  enter  an  order  so  declaring,  the  Trustee  shall mail copies of such
material  to all such Securityholders with reasonable promptness after the entry
of  such  order  and  the renewal of such tender; otherwise the Trustee shall be
relieved  of  any  obligation  or  duty  to  such  applicants  respecting  their
application.

     (c)     Each  and  every holder of Debentures, by receiving and holding the
same,  agrees  with  Company  and  the  Trustee that neither the Company nor the
Trustee  nor  any  paying  agent  shall  be  held  accountable  by reason of the
disclosure  of any such information as to the names and addresses of the holders
of  Debentures  in  accordance  with  the  provisions  of subsection (b) of this
Section  4.2,  regardless of the source from which such information was derived,
and  that  the  Trustee  shall  not be held accountable by reason of mailing any
material  pursuant  to  a  request  made  under  said  subsection  (b).

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

     SECTION  5.1.  EVENTS OF DEFAULT. "Event of Default," wherever used herein,
                    -----------------
means  any  one  of  the following events (whatever the reason for such Event of
Default  and  whether  it  shall  be  voluntary or involuntary or be effected by
operation  of  law  or pursuant to any judgment, decree or order of any court or
any  order,  rule  or  regulation  of  any administrative or governmental body):

     (a)     the  Company  defaults  in  the  payment  of  any interest upon any
Debenture  when it becomes due and payable, and fails to cure such default for a
period  of  30  days;  provided,  however, that a valid extension of an interest
                       --------   -------
payment  period  by  the  Company in accordance with the terms of this Indenture
shall  not  constitute a default in the payment of interest for this purpose; or

     (b)     the  Company  defaults  in  the  payment  of all or any part of the
principal  of (or premium, if any, on) any Debentures as and when the same shall
become  due  and  payable either at maturity, upon redemption, by declaration of
acceleration  or  otherwise;  or

     (c)     the Company defaults in the performance of, or breaches, any of its
covenants  or  agreements  in  this  Indenture or in the terms of the Debentures
established  as  contemplated  in  this  Indenture  (other  than  a  covenant or
agreement  a  default  in whose performance or whose breach is elsewhere in this
Section  specifically dealt with), and continuance of such default or breach for
a period of 60 days after there has been given, by registered or certified mail,
to  the  Company by the Trustee or to the Company and the Trustee by the holders
of  at  least 25% in aggregate principal amount of the outstanding Debentures, a
written notice specifying such default or breach and requiring it to be remedied
and  stating  that  such  notice  is  a  "Notice  of  Default"  hereunder;  or

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


                                       21
<PAGE>
     (e)     the  Company  shall  commence a voluntary case under any applicable
bankruptcy,  insolvency, reorganization or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under  any such law, or shall consent to the appointment of or taking possession
by  a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar  official) of the Company or of any substantial part of its property, or
shall  make  any  general assignment for the benefit of creditors, or shall fail
generally  to  pay  its  debts  as  they  become  due;  or

     (f)     the  Trust  shall  have  voluntarily  or  involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection  with (i) the distribution of the Debentures to holders of such Trust
Securities  in  liquidation of their interests in the Trust, (ii) the redemption
of  all  of  the  outstanding  Trust  Securities  or  (iii)  certain  mergers,
consolidations  or  amalgamations,  each  as  permitted  by  the  Declaration.

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

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

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

     SECTION  5.2.  PAYMENT  OF  DEBENTURES  ON  DEFAULT; SUIT  THEREFOR.   The
                    ----------------------------------------------------
Company  covenants  that  upon the occurrence of an Event of Default pursuant to
Section  5.1(a)  or Section 5.1(b) then, upon demand of the Trustee, the Company
will  pay  to  the Trustee, for the benefit of the holders of the Debentures the
whole  amount  that then shall have become due and payable on all Debentures for
principal  and  premium,  if any, or interest, or both, as the case may be, with
Additional  Interest  accrued  on  the Debentures (to the extent that payment of
such  interest  is  enforceable  under applicable law and, if the Debentures are


                                       22
<PAGE>
held  by  the Trust or a trustee of such Trust, without duplication of any other
amounts  paid  by  the  Trust or a trustee in respect thereof); and, in addition
thereto,  such  further  amount  as  shall  be sufficient to cover the costs and
expenses  of collection, including a reasonable compensation to the Trustee, its
agents,  attorneys  and  counsel, and any other amounts due to the Trustee under
Section  6.6.  In case the Company shall fail forthwith to pay such amounts upon
such  demand,  the  Trustee, in its own name and as trustee of an express trust,
shall  be  entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may prosecute
any  such  action or proceeding to judgment or final decree, and may enforce any
such  judgment  or final decree against the Company or any other obligor on such
Debentures  and collect in the manner provided by law out of the property of the
Company  or  any  other  obligor on such Debentures wherever situated the moneys
adjudged  or  decreed  to  be  payable.

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

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

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

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

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

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

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


                                       23
<PAGE>
     All rights of action and of asserting claims under this Indenture, or under
any  of the Debentures, may be enforced by the Trustee without the possession of
any  of  the  Debentures,  or  the  production  thereof  at  any  trial or other
proceeding  relative  thereto, and any such suit or proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery  of  judgment  shall  be  for the ratable benefit of the holders of the
Debentures.

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

     SECTION  5.3.  APPLICATION  OF  MONEYS  COLLECTED  BY  TRUSTEE.  Any moneys
                    -----------------------------------------------
collected  by  the  Trustee  pursuant  to this Article V shall be applied in the
following  order, at the date or dates fixed by the Trustee for the distribution
of  such moneys, upon presentation of the several Debentures in respect of which
moneys  have been collected, and stamping thereon the payment, if only partially
paid,  and  upon  surrender  thereof  if  fully  paid:

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

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

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

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

     SECTION  5.4.  PROCEEDINGS  BY  SECURITYHOLDERS. No holder of any Debenture
                    --------------------------------
shall  have any right to institute any suit, action or proceeding for any remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice  of  an  Event  of  Default with respect to the Debentures and unless the
holders  of  not  less  than 25% in aggregate principal amount of the Debentures
then  outstanding  shall  have  given the Trustee a written request to institute
such  action,  suit  or  proceeding  and  shall have offered to the Trustee such
reasonable  indemnity  as  it  may  require  against  the  costs,  expenses  and
liabilities  to  be  incurred  thereby,  and  the  Trustee for 60 days after its
receipt  of  such  notice,  request  and offer of indemnity shall have failed to
institute  any  such  action,  suit  or  proceeding.

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


                                       24
<PAGE>
     SECTION  5.5.  PROCEEDINGS  BY  TRUSTEE.  In  case  of  an Event of Default
                    ------------------------
hereunder  the  Trustee may in its discretion proceed to protect and enforce the
rights  vested  in it by this Indenture by such appropriate judicial proceedings
as  the  Trustee  shall  deem  most effectual to protect and enforce any of such
rights,  either  by  suit  in  equity  or  by  action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement  contained  in  this  Indenture or in aid of the exercise of any power
granted  in  this  Indenture,  or  to enforce any other legal or equitable right
vested  in  the  Trustee  by  this  Indenture  or  by  law.

     SECTION  5.6.  REMEDIES  CUMULATIVE AND CONTINUING; DELAY OR OMISSION NOT A
                    ------------------------------------------------------------
WAIVER.  Except  as  otherwise  provided in Section 2.6, all powers and remedies
------
given  by  this Article V to the Trustee or to the Securityholders shall, to the
extent  permitted  by  law,  be deemed cumulative and not exclusive of any other
powers  and  remedies available to the Trustee or the holders of the Debentures,
by  judicial  proceedings or otherwise, to enforce the performance or observance
of  the  covenants  and  agreements  contained  in  this  Indenture or otherwise
established  with  respect  to  the  Debentures, and no delay or omission of the
Trustee  or of any holder of any of the Debentures to exercise any right, remedy
or  power  accruing  upon  any  Event  of  Default  occurring  and continuing as
aforesaid shall impair any such right, remedy or power, or shall be construed to
be  a waiver of any such default or an acquiescence therein; and, subject to the
provisions  of Section 5.4, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and  as  often  as shall be deemed expedient, by the Trustee (in accordance with
its  duties  under  Section  6.1)  or  by  the  Securityholders.

     SECTION  5.7.  DIRECTION  OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
                    ------------------------------------------------------------
OF  SECURITYHOLDERS.  The  holders  of  a majority in aggregate principal amount
-------------------
of  the  Debentures affected (voting as one class) at the time outstanding shall
have  the  right  to  direct  the  time,  method,  and  place  of conducting any
proceeding  for  any remedy available to the Trustee, or exercising any trust or
power  conferred  on  the  Trustee  with  respect  to such Debentures; provided,
however,  that (subject to the provisions of Section 6.1) the Trustee shall have
the right to decline to follow any such direction if the Trustee shall determine
that  the  action  so  directed would be unjustly prejudicial to the holders not
taking  part  in  such  direction  or  if  the  Trustee being advised by counsel
determines  that  the action or proceeding so directed may not lawfully be taken
or  if  a  Responsible Officer of the Trustee shall determine that the action or
proceedings  so  directed  would  involve  the  Trustee  in  personal liability.

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


                                       25
<PAGE>
     SECTION  5.8.  NOTICE  OF DEFAULTS. The Trustee shall, within 90 days after
                    -------------------
the  actual  knowledge by a Responsible Officer of the Trustee of the occurrence
of a default with respect to the Debentures, mail to all Securityholders, as the
names  and  addresses of such holders appear upon the Debenture Register, notice
of all defaults with respect to the Debentures known to the Trustee, unless such
defaults  shall  have  been  cured  before  the  giving of such notice (the term
"defaults"  for  the  purpose of this Section 5.8 being hereby defined to be the
events  specified in clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not
including  periods  of  grace, if any, provided for therein); provided, however,
that, except in the case of default in the payment of the principal of, premium,
if  any, or interest on any of the Debentures, the Trustee shall be protected in
withholding  such  notice if and so long as a Responsible Officer of the Trustee
in good faith determines that the withholding of such notice is in the interests
of  the  Securityholders.

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

                                   ARTICLE VI.
                             CONCERNING THE TRUSTEE
                             ----------------------

     SECTION  6.1.  DUTIES  AND RESPONSIBILITIES OF TRUSTEE. With respect to the
                    ---------------------------------------
holders  of Debentures issued hereunder, the Trustee, prior to the occurrence of
an  Event  of  Default  with  respect  to the Debentures and after the curing or
waiving  of  all  Events of Default which may have occurred, with respect to the
Debentures,  undertakes  to  perform  such  duties  and  only such duties as are
specifically set forth in this Indenture, and no implied covenants shall be read
into  this  Indenture  against  the  Trustee.  In  case an Event of Default with
respect to the Debentures has occurred (which has not been cured or waived), the
Trustee  shall  exercise  such  of  the  rights  and powers vested in it by this
Indenture,  and  use  the  same degree of care and skill in their exercise, as a
prudent  man would exercise or use under the circumstances in the conduct of his
own  affairs.

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

     (a)     prior  to  the  occurrence  of  an Event of Default with respect to
Debentures  and  after  the curing or waiving of all Events of Default which may
have  occurred

          (1)     the  duties  and  obligations  of  the Trustee with respect to
          Debentures  shall  be  determined  solely by the express provisions of
          this  Indenture,  and  the  Trustee shall not be liable except for the
          performance  of  such  duties  and  obligations  with  respect  to the
          Debentures  as  are  specifically  set forth in this Indenture, and no
          implied  covenants  or  obligations  shall be read into this Indenture
          against  the  Trustee,  and

          (2)     in  the  absence  of bad faith on the part of the Trustee, the
          Trustee  may  conclusively rely, as to the truth of the statements and
          the  correctness  of  the  opinions  expressed  therein,  upon  any


                                       26
<PAGE>
          certificates  or  opinions  furnished to the Trustee and conforming to
          the  requirements  of  this  Indenture;  but,  in the case of any such
          certificates  or  opinions  which  by  any  provision  hereof  are
          specifically  required  to  be  furnished  to the Trustee, the Trustee
          shall  be under a duty to examine the same to determine whether or not
          they  conform  to  the  requirements  of  this  Indenture;

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

     (c)     the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Securityholders  pursuant to Section 5.7, relating to the time, method and place
of  conducting  any  proceeding  for  any  remedy  available  to the Trustee, or
exercising  any trust or power conferred upon the Trustee, under this Indenture.

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

     SECTION  6.2.  RELIANCE ON DOCUMENTS, OPINIONS,  ETC.  Except  as otherwise
                    -------------------------------------
provided  in  Section  6.1:

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

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

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

     (d)     the  Trustee  shall  be  under no obligation to exercise any of the
rights  or  powers  vested  in  it  by  this  Indenture at the request, order or
direction  of  any  of  the  Securityholders, pursuant to the provisions of this
Indenture,  unless  such  Securityholders  shall  have  offered  to  the Trustee
reasonable  security  or  indemnity  against the costs, expenses and liabilities
which  may  be  incurred  therein  or  thereby;

     (e)     the  Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the discretion or
rights  or  powers conferred upon it by this Indenture; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event  of  Default  with  respect  to the Debentures (that has not been cured or
waived)  to  exercise  with  respect to Debentures such of the rights and powers
vested  in it by this Indenture, and to use the same degree of care and skill in
their  exercise,  as a prudent man would exercise or use under the circumstances
in  the  conduct  of  his  own  affairs;


                                       27
<PAGE>
     (f)     the  Trustee  shall not be bound to make any investigation into the
facts  or  matters stated in any resolution, certificate, statement, instrument,
opinion,  report,  notice,  request,  consent, order, approval, bond, debenture,
coupon  or  other paper or document, unless requested in writing to do so by the
holders  of  not  less  than  a  majority  in  aggregate principal amount of the
outstanding  Debentures affected thereby; provided, however, that if the payment
                                          --------  -------
within  a  reasonable  time to the Trustee of the costs, expenses or liabilities
likely  to  be  incurred  by  it  in the making of such investigation is, in the
opinion  of  the  Trustee, not reasonably assured to the Trustee by the security
afforded  to  it  by  the  terms  of  this  Indenture,  the  Trustee may require
reasonable  indemnity  against  such  expense  or liability as a condition to so
proceeding;

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

     (h)     with  the  exceptions  of defaults under Sections 5.1(a) or 5.1(b),
the  Trustee  shall  not  be  charged  with knowledge of any Default or Event of
Default  with  respect to the Debentures unless a written notice of such Default
or  Event  of Default shall have been given to the Trustee by the Company or any
other obligor on the Debentures or by any holder of the Debentures.

     SECTION  6.3.  NO RESPONSIBILITY FOR RECITALS, ETC.  The recitals contained
                    -----------------------------------
herein and in the Debentures (except in the certificate of authentication of the
Trustee  or  the  Authenticating  Agent) shall be taken as the statements of the
Company,  and  the Trustee and the Authenticating Agent assume no responsibility
for  the correctness of the same.  The Trustee and the Authenticating Agent make
no representations as to the validity or sufficiency of this Indenture or of the
Debentures.  The  Trustee  and the Authenticating Agent shall not be accountable
for  the  use or application by the Company of any Debentures or the proceeds of
any  Debentures authenticated and delivered by the Trustee or the Authenticating
Agent  in  conformity  with  the  provisions  of  this  Indenture.

     SECTION 6.4.  TRUSTEE, AUTHENTICATING AGENT, PAYING AGENTS, TRANSFER AGENTS
                   -------------------------------------------------------------
OR  REGISTRAR MAY OWN DEBENTURES. The Trustee or any Authenticating Agent or any
--------------------------------
paying agent or any transfer agent or any Debenture registrar, in its individual
or  any  other  capacity, may become the owner or pledgee of Debentures with the
same  rights  it would have if it were not Trustee, Authenticating Agent, paying
agent,  transfer  agent  or  Debenture  registrar.

     SECTION  6.5.  MONEYS  TO  BE  HELD IN TRUST.  Subject to the provisions of
                    -----------------------------
Section  12.4,  all  moneys  received  by the Trustee or any paying agent shall,
until  used  or applied as herein provided, be held in trust for the purpose for
which  they were received, but need not be segregated from other funds except to
the  extent required by law.  The Trustee and any paying agent shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed  in  writing with the Company.  So long as no Event of Default shall have
occurred  and  be  continuing,  all interest allowed on any such moneys shall be
paid  from  time  to  time  upon the written order of the Company, signed by the
Chairman  of the Board of Directors, the Chief Executive Officer, the President,
a  Managing  Director, a Vice President, the Treasurer or an Assistant Treasurer
of  the  Company.

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


                                       28
<PAGE>
pursuant  to  the services to be provided by the Trustee under this Indenture or
the fees and expenses of the Trustee's counsel in connection with the closing of
the  transactions contemplated by this Indenture.  The Company also covenants to
indemnify  each  of  the  Trustee  or any predecessor Trustee (and its officers,
agents,  directors  and employees) for, and to hold it harmless against, any and
all  loss, damage, claim, liability or expense including taxes (other than taxes
based  on  the  income  of  the  Trustee) incurred without negligence or willful
misconduct  on  the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of  defending  itself  against  any  claim of liability.  The obligations of the
Company  under  this  Section 6.6 to compensate and indemnify the Trustee and to
pay  or  reimburse  the  Trustee  for expenses, disbursements and advances shall
constitute  additional  indebtedness  hereunder.  Such  additional  indebtedness
shall be secured by a lien prior to that of the Debentures upon all property and
funds  held  or collected by the Trustee as such, except funds held in trust for
the  benefit  of  the  holders  of  particular  Debentures.

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

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

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

     SECTION  6.7.  OFFICERS'  CERTIFICATE  AS  EVIDENCE.  Except  as  otherwise
                    ------------------------------------
provided  in  Sections  6.1  and  6.2,  whenever  in  the  administration of the
provisions  of  this  Indenture the Trustee shall deem it necessary or desirable
that  a  matter  be proved or established prior to taking or omitting any action
hereunder,  such  matter  (unless  other  evidence  in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful misconduct
on  the part of the Trustee, be deemed to be conclusively proved and established
by  an  Officers' Certificate delivered to the Trustee, and such certificate, in
the  absence  of  negligence  or  willful misconduct on the part of the Trustee,
shall be full warrant to the Trustee for any action taken or omitted by it under
the  provisions  of  this  Indenture  upon  the  faith  thereof.

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

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

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


                                       29
<PAGE>
     If  the  Trustee has or shall acquire any "conflicting interest" within the
meaning  of  Sec.310(b)  of  the  Trust Indenture Act of 1939, the Trustee shall
either  eliminate  such  interest  or  resign,  to  the extent and in the manner
described  by  this  Indenture.

     SECTION  6.9.  RESIGNATION  OR  REMOVAL  OF  TRUSTEE
                    -------------------------------------

     (a)     The Trustee, or any trustee or trustees hereafter appointed, may at
any  time resign by giving written notice of such resignation to the Company and
by  mailing  notice  thereof,  at  the  Company's expense, to the holders of the
Debentures  at  their  addresses as they shall appear on the Debenture Register.
Upon  receiving such notice of resignation, the Company shall promptly appoint a
successor  trustee  or trustees by written instrument, in duplicate, executed by
order of its Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor Trustee.  If no successor
Trustee  shall  have  been  so appointed and have accepted appointment within 30
days  after  the  mailing  of  such  notice  of  resignation  to  the  affected
Securityholders,  the  resigning  Trustee  may  petition  any court of competent
jurisdiction  for  the appointment of a successor Trustee, or any Securityholder
who  has  been  a bona fide holder of a Debenture or Debentures for at least six
months  may,  subject to the provisions of Section 5.9, on behalf of himself and
all  others similarly situated, petition any such court for the appointment of a
successor  Trustee.  Such  court may thereupon, after such notice, if any, as it
may  deem  proper  and  prescribe,  appoint  a  successor  Trustee.

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

          (1)     the  Trustee  shall  fail  to  comply  with  the provisions of
          Section  6.8  after  written request therefor by the Company or by any
          Securityholder  who  has  been  a  bona  fide holder of a Debenture or
          Debentures  for  at  least  6  months,  or

          (2)     the  Trustee shall cease to be eligible in accordance with the
          provisions  of  Section  6.8  and  shall  fail to resign after written
          request  therefor  by  the  Company  or by any such Securityholder, or

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

then,  in  any  such  case,  the  Company  may  remove the Trustee and appoint a
successor  Trustee by written instrument, in duplicate, executed by order of the
Board  of  Directors,  one  copy  of  which instrument shall be delivered to the
Trustee  so  removed  and  one copy to the successor Trustee, or, subject to the
provisions of Section 5.9, any Securityholder who has been a bona fide holder of
a  Debenture  or  Debentures for at least 6 months may, on behalf of himself and
all  others similarly situated, petition any court of competent jurisdiction for
the  removal  of  the  Trustee and the appointment of a successor Trustee.  Such
court  may  thereupon,  after  such  notice,  if  any, as it may deem proper and
prescribe,  remove  the  Trustee  and  appoint  successor  Trustee.

     (c)     Upon  prior  written  notice  to  the  Company and the Trustee, the
holders  of  a  majority  in aggregate principal amount of the Debentures at the
time  outstanding  may  at  any time remove the Trustee and nominate a successor
Trustee,  which  shall be deemed appointed as successor Trustee unless within 10
Business  Days after such nomination the Company objects thereto, in which case,
or in the case of a failure by such holders to nominate a successor Trustee, the
Trustee  so  removed  or  any  Securityholder, upon the terms and conditions and
otherwise  as  in  subsection (a) of this Section 6.9 provided, may petition any
court  of  competent  jurisdiction  for  an  appointment  of  a  successor.


                                       30
<PAGE>
     (d)     Any  resignation  or  removal  of  the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor Trustee as provided in
Section  6.10.

     SECTION  6.10.  ACCEPTANCE BY  SUCCESSOR  TRUSTEE.  Any  successor  Trustee
                     ---------------------------------
appointed  as  provided in Section 6.9 shall execute, acknowledge and deliver to
the  Company  and  to  its  predecessor  Trustee  an  instrument  accepting such
appointment  hereunder, and thereupon the resignation or removal of the retiring
Trustee  shall  become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, duties
and  obligations  with  respect  to the Debentures of its predecessor hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless, on
the  written  request  of  the  Company or of the successor Trustee, the Trustee
ceasing  to  act  shall, upon payment of any amounts then due it pursuant to the
provisions  of  Section  6.6,  execute and deliver an instrument transferring to
such  successor  Trustee  all the rights and powers of the Trustee so ceasing to
act  and  shall  duly assign, transfer and deliver to such successor Trustee all
property  and  money  held by such retiring Trustee thereunder.  Upon request of
any such successor Trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
Trustee  all  such  rights  and  powers.  Any  Trustee  ceasing  to  act  shall,
nevertheless, retain a lien upon all property or funds held or collected by such
Trustee  to secure any amounts then due it pursuant to the provisions of Section
6.6.

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

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

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

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

     SECTION  6.11.  SUCCESSION  BY  MERGER, ETC. Any corporation into which the
                     ---------------------------
Trustee  may be merged or converted or with which it may be consolidated, or any
corporation  resulting from any merger, conversion or consolidation to which the
Trustee  shall be a party, or any corporation succeeding to all or substantially
all  of  the  corporate trust business of the Trustee, shall be the successor of
the  Trustee  hereunder  without  the  execution  or  filing of any paper or any
further  act on the part of any of the parties hereto; provided such corporation
                                                       --------
shall be otherwise eligible and qualified under this Article.

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


                                       31
<PAGE>
Debentures  so  authenticated;  and  in  case at that time any of the Debentures
shall not have been authenticated, any successor to the Trustee may authenticate
such  Debentures  either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full  force which it is anywhere in the Debentures or in this Indenture provided
that  the  certificate  of  the  Trustee shall have; provided, however, that the
                                                     --------  -------
right  to  adopt the certificate of authentication of any predecessor Trustee or
authenticate  Debentures in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

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

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

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

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


                                       32
<PAGE>
                                  ARTICLE VII.
                         CONCERNING THE SECURITYHOLDERS
                         ------------------------------

     SECTION  7.1.  ACTION  BY SECURITYHOLDERS.    Whenever in this Indenture it
                    ---------------------------
is  provided  that  the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any demand
or  request,  the  giving  of any notice, consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the holders of
such  specified  percentage  have  joined  therein  may  be evidenced (a) by any
instrument  or  any  number  of  instruments  of  similar tenor executed by such
Securityholders  in  person or by agent or proxy appointed in writing, or (b) by
the  record of such holders of Debentures voting in favor thereof at any meeting
of  such  Securityholders duly called and held in accordance with the provisions
of  Article  VIII, or (c) by a combination of such instrument or instruments and
any  such  record  of such a meeting of such Securityholders or (d) by any other
method  the  Trustee  deems  satisfactory.

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

     SECTION  7.2.  PROOF  OF  EXECUTION  BY  SECURITYHOLDERS.  Subject  to  the
                    -----------------------------------------
provisions of Section 6.1, 6.2 and 8.5, proof of the execution of any instrument
by  a  Securityholder  or  his  agent  or  proxy  shall be sufficient if made in
accordance  with  such  reasonable rules and regulations as may be prescribed by
the  Trustee  or  in  such  manner as shall be satisfactory to the Trustee.  The
ownership  of  Debentures  shall  be  proved  by  the Debenture Register or by a
certificate of the Debenture registrar.  The Trustee may require such additional
proof  of  any  matter  referred  to in this Section as it shall deem necessary.

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

     SECTION 7.3.  WHO ARE DEEMED ABSOLUTE OWNERS.  Prior to due presentment for
                   ------------------------------
registration  of  transfer  of  any  Debenture,  the  Company,  the Trustee, any
Authenticating  Agent,  any  paying  agent, any transfer agent and any Debenture
registrar  may  deem the Person in whose name such Debenture shall be registered
upon  the  Debenture Register to be, and may treat him as, the absolute owner of
such  Debenture (whether or not such Debenture shall be overdue) for the purpose
of  receiving payment of or on account of the principal of, premium, if any, and
interest  on  such Debenture and for all other purposes; and neither the Company
nor  the  Trustee  nor  any  Authenticating  Agent  nor any paying agent nor any
transfer  agent  nor  any Debenture registrar shall be affected by any notice to
the  contrary.  All  such  payments  so made to any holder for the time being or
upon  his  order  shall be valid, and, to the extent of the sum or sums so paid,
effectual  to  satisfy  and  discharge the liability for moneys payable upon any
such  Debenture.


                                       33
<PAGE>
     SECTION  7.4.  DEBENTURES  OWNED  BY  COMPANY  DEEMED  NOT OUTSTANDING.  In
                    -------------------------------------------------------
determining  whether  the holders of the requisite aggregate principal amount of
Debentures  have  concurred  in  any  direction,  consent  or  waiver under this
Indenture, Debentures which are owned by the Company or any other obligor on the
Debentures  or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on  the Debentures shall be disregarded and deemed not to be outstanding for the
purpose  of  any such determination; provided, however, that for the purposes of
                                     --------  -------
determining  whether  the  Trustee  shall  be  protected  in relying on any such
direction, consent or waiver, only Debentures which a Responsible Officer of the
Trustee  actually  knows  are  so  owned shall be so disregarded.  Debentures so
owned  which  have been pledged in good faith may be regarded as outstanding for
the  purposes  of  this  Section  7.4  if  the  pledgee  shall  establish to the
satisfaction of the Trustee the pledgee's right to vote such Debentures and that
the  pledgee  is not the Company or any such other obligor or Person directly or
indirectly  controlling  or  controlled  by  or  under direct or indirect common
control with the Company or any such other obligor.  In the case of a dispute as
to  such  right,  any  decision  by the Trustee taken upon the advice of counsel
shall  be  full  protection  to  the  Trustee.

     SECTION  7.5.  REVOCATION  OF  CONSENTS; FUTURE HOLDERS BOUND.  At any time
                    ----------------------------------------------
prior  to  (but not after) the evidencing to the Trustee, as provided in Section
7.1,  of  the taking of any action by the holders of the percentage in aggregate
principal  amount  of  the  Debentures specified in this Indenture in connection
with  such  action,  any  holder  (in  cases  where  no record date has been set
pursuant to Section 7.1) or any holder as of an applicable record date (in cases
where a record date has been set pursuant to Section 7.1) of a Debenture (or any
Debenture  issued  in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Debentures
the holders of which have consented to such action may, by filing written notice
with  the  Trustee  at  the  Principal  Office  of the Trustee and upon proof of
holding  as  provided in Section 7.2, revoke such action so far as concerns such
Debenture  (or  so  far  as  concerns  the  principal  amount represented by any
exchanged  or substituted Debenture).  Except as aforesaid any such action taken
by  the holder of any Debenture shall be conclusive and binding upon such holder
and  upon  all future holders and owners of such Debenture, and of any Debenture
issued  in  exchange  or  substitution  therefor  or on registration of transfer
thereof,  irrespective  of whether or not any notation in regard thereto is made
upon  such  Debenture  or  any  Debenture  issued  in  exchange  or substitution
therefor.

                                  ARTICLE VIII.
                            SECURITYHOLDERS' MEETINGS
                            -------------------------

     SECTION  8.1.  PURPOSES  OF  MEETINGS.  A meeting of Securityholders may be
                    ----------------------
called  at  any  time  and  from time to time pursuant to the provisions of this
Article  VIII  for  any  of  the  following  purposes:

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

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

     (c)     to  consent  to  the  execution  of  an  indenture  or  indentures
supplemental  hereto  pursuant  to  the  provisions  of  Section  9.2;  or

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


                                       34
<PAGE>
     SECTION  8.2.  CALL  OF  MEETINGS  BY TRUSTEE.  The Trustee may at any time
                    ------------------------------
call  a  meeting of Securityholders to take any action specified in Section 8.1,
to  be  held  at  such  time  and  at such place as the Trustee shall determine.
Notice  of  every meeting of the Securityholders, setting forth the time and the
place  of  such  meeting and in general terms the action proposed to be taken at
such  meeting,  shall  be  mailed  to  holders  of  Debentures affected at their
addresses as they shall appear on the Debentures Register and, if the Company is
not  a  holder  of  Debentures, to the Company.  Such notice shall be mailed not
less  than  20  nor  more than 180 days prior to the date fixed for the meeting.

     SECTION  8.3.  CALL  OF MEETINGS BY COMPANY OR SECURITYHOLDERS.  In case at
                    -----------------------------------------------
any  time the Company pursuant to a Board Resolution, or the holders of at least
10%  in  aggregate  principal amount of the Debentures, as the case may be, then
outstanding,  shall  have  requested  the  Trustee  to  call  a  meeting  of
Securityholders,  by  written  request  setting  forth  in reasonable detail the
action  proposed  to  be  taken  at  the meeting, and the Trustee shall not have
mailed  the notice of such meeting within 20 days after receipt of such request,
then  the  Company  or such Securityholders may determine the time and the place
for  such  meeting  and  may  call such meeting to take any action authorized in
Section 8.1, by mailing notice thereof as provided in Section 8.2.

     SECTION  8.4.  QUALIFICATIONS  FOR  VOTING.  To  be entitled to vote at any
                    ---------------------------
meeting  of  Securityholders  a  Person  shall  (a)  be  a holder of one or more
Debentures  with  respect  to  which  the  meeting is being held or (b) a Person
appointed  by  an instrument in writing as proxy by a holder of one or more such
Debentures.  The only Persons who shall be entitled to be present or to speak at
any  meeting  of  Securityholders  shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and  any  representatives  of  the  Company  and  its  counsel.

     SECTION  8.5.  REGULATIONS.  Notwithstanding  any  other provisions of this
                    -----------
Indenture,  the  Trustee  may  make  such  reasonable regulations as it may deem
advisable  for any meeting of Securityholders, in regard to proof of the holding
of  Debentures  and  of  the  appointment  of  proxies,  and  in  regard  to the
appointment and duties of inspectors of votes, the submission and examination of
proxies,  certificates  and  other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

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

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

     SECTION  8.6.  VOTING.  The  vote  upon  any  resolution  submitted  to any
                    ------
meeting  of  holders  of  Debentures with respect to which such meeting is being
held  shall be by written ballots on which shall be subscribed the signatures of
such  holders  or  of  their  representatives  by proxy and the serial number or
numbers  of  the Debentures held or represented by them.  The permanent chairman


                                       35
<PAGE>
of  the  meeting shall appoint two inspectors of votes who shall count all votes
cast  at  the  meeting for or against any resolution and who shall make and file
with  the  secretary of the meeting their verified written reports in triplicate
of  all  votes cast at the meeting.  A record in duplicate of the proceedings of
each  meeting  of  Securityholders  shall  be  prepared  by the secretary of the
meeting  and  there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more Persons having knowledge of the facts setting forth a copy of the notice of
the  meeting and showing that said notice was mailed as provided in Section 8.2.
The record shall show the serial numbers of the Debentures voting in favor of or
against  any  resolution.  The  record  shall  be  signed  and  verified  by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates  shall be delivered to the Company and the other to the Trustee to be
preserved  by the Trustee, the latter to have attached thereto the ballots voted
at  the  meeting.

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

     SECTION  8.7.  QUORUM; ACTIONS.  The Persons entitled to vote a majority in
                    ---------------
principal  amount  of  the Debentures then outstanding shall constitute a quorum
for a meeting of Securityholders; provided, however, that if any action is to be
                                  --------  -------
taken  at  such  meeting  with  respect  to  a consent, waiver, request, demand,
notice,  authorization,  direction  or  other  action  which may be given by the
holders  of  not  less  than  a  specified percentage in principal amount of the
Debentures  then outstanding, the Persons holding or representing such specified
percentage  in  principal  amount  of  the  Debentures  then  outstanding  will
constitute  a  quorum.  In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
Securityholders,  be  dissolved.  In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the  meeting  prior  to  the  adjournment  of such meeting.  In the absence of a
quorum  at  any  such  adjourned  meeting, such adjourned meeting may be further
adjourned  for  a period of not less than 10 days as determined by the permanent
chairman  of  the  meeting  prior  to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section  8.2,  except  that  such notice need be given only once not less than 5
days  prior  to  the  date  on  which the meeting is scheduled to be reconvened.
Notice  of  the  reconvening  of  an adjourned meeting shall state expressly the
percentage,  as  provided  above, of the principal amount of the Debentures then
outstanding  which  shall  constitute  a  quorum.

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

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

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES
                             -----------------------

     SECTION  9.1.  SUPPLEMENTAL  INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
                    -----------------------------------------------------------
The  Company,  when  authorized  by a Board Resolution, and the Trustee may from
time  to time and at any time enter into an indenture or indentures supplemental


                                       36
<PAGE>
hereto,  without  the  consent  of  the  Securityholders, for one or more of the
following  purposes:

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

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

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

     (d)     to  add  to,  delete  from,  or  revise  the  terms  of Debentures,
including,  without  limitation,  any  terms relating to the issuance, exchange,
registration  or  transfer  of  Debentures,  including  to  provide for transfer
procedures  and  restrictions  substantially  similar to those applicable to the
Capital  Securities as required by Section 2.5 (for purposes of assuring that no
registration  of  Debentures  is  required  under the Securities Act); provided,
                                                                       --------
however,  that  any  such action shall not adversely affect the interests of the
-------
holders of the Debentures then outstanding (it being understood, for purposes of
this  proviso, that transfer restrictions on Debentures substantially similar to
those  that  were  applicable  to  Capital  Securities  shall  not  be deemed to
materially  adversely  affect  the  holders  of  the  Debentures);

     (e)     to evidence and provide for the acceptance of appointment hereunder
by  a  successor  Trustee with respect to the Debentures and to add to or change
any  of the provisions of this Indenture as shall be necessary to provide for or
facilitate  the administration of the trusts hereunder by more than one Trustee;

     (f)     to  make  any  change  (other  than  as  elsewhere provided in this
paragraph)  that  does  not adversely affect the rights of any Securityholder in
any  material  respect;  or

     (g)     to provide for the issuance of and establish the form and terms and
conditions  of  the  Debentures,  to  establish  the  form of any certifications
required  to  be  furnished  pursuant  to  the  terms  of  this Indenture or the
Debentures, or to add to the rights of the holders of Debentures.

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


                                       37
<PAGE>
     Any supplemental indenture authorized by the provisions of this Section 9.1
may  be  executed  by  the  Company  and  the Trustee without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the  provisions  of  Section  9.2.

     SECTION  9.2.  SUPPLEMENTAL  INDENTURES  WITH  CONSENT  OF SECURITYHOLDERS.
                    -----------------------------------------------------------
With  the  consent  (evidenced as provided in Section 7.1) of the holders of not
less than a majority in aggregate principal amount of the Debentures at the time
outstanding  affected  by  such  supplemental indenture (voting as a class), the
Company, when authorized by a Board Resolution, and the Trustee may from time to
time  and  at any time enter into an indenture or indentures supplemental hereto
for  the  purpose  of  adding  any  provisions  to  or changing in any manner or
eliminating  any  of  the  provisions  of  this Indenture or of any supplemental
indenture  or  of  modifying  in  any  manner  the  rights of the holders of the
Debentures; provided, however, that no such supplemental indenture shall without
            --------  -------
the  consent  of  the  holders  of  each Debenture then outstanding and affected
thereby  (i) change the fixed maturity of any Debenture, or reduce the principal
amount  thereof or any premium thereon, or reduce the rate or extend the time of
payment  of interest thereon, or reduce any amount payable on redemption thereof
or  make the principal thereof or any interest or premium thereon payable in any
coin or currency other than that provided in the Debentures, or impair or affect
the  right of any Securityholder to institute suit for payment thereof or impair
the  right of repayment, if any, at the option of the holder, or (ii) reduce the
aforesaid  percentage of Debentures the holders of which are required to consent
to  any  such  supplemental  indenture;  provided  further, however, that if the
                                         --------  -------  -------
Debentures  are  held  by  a trust or a trustee of such trust, such supplemental
indenture  shall not be effective until the holders of a majority in Liquidation
Amount  of Trust Securities shall have consented to such supplemental indenture;
provided  further,  however,  that  if the consent of the Securityholder of each
--------  -------   -------
outstanding  Debenture  is  required,  such  supplemental indenture shall not be
effective until each holder of the Trust Securities shall have consented to such
supplemental  indenture.

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

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

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

     SECTION 9.3.  EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of any
                   ---------------------------------
supplemental  indenture  pursuant  to  the  provisions  of this Article IX, this
Indenture  shall  be  and  be  deemed  to  be modified and amended in accordance
therewith  and the respective rights, limitations of rights, obligations, duties
and  immunities under this Indenture of the Trustee, the Company and the holders
of  Debentures  shall thereafter be determined, exercised and enforced hereunder
subject  in  all respects to such modifications and amendments and all the terms
and  conditions  of any such supplemental indenture shall be and be deemed to be
part  of  the  terms  and conditions of this Indenture for any and all purposes.


                                       38
<PAGE>
     SECTION  9.4.  NOTATION  ON  DEBENTURES.  Debentures  authenticated  and
                    ------------------------
delivered  after  the  execution  of  any supplemental indenture pursuant to the
provisions  of this Article IX may bear a notation as to any matter provided for
in  such  supplemental  indenture.  If  the  Company  or  the  Trustee  shall so
determine, new Debentures so modified as to conform, in the opinion of the Board
of  Directors of the Company, to any modification of this Indenture contained in
any  such  supplemental  indenture  may be prepared and executed by the Company,
authenticated  by  the  Trustee  or  the  Authenticating  Agent and delivered in
exchange  for  the  Debentures  then  outstanding.

     SECTION  9.5.  EVIDENCE  OF  COMPLIANCE  OF  SUPPLEMENTAL  INDENTURE  TO BE
                    ------------------------------------------------------------
FURNISHED  TO  TRUSTEE.  The  Trustee, subject to the provisions of Sections 6.1
----------------------
and  6.2,  shall, in addition to the documents required by Section 14.6, receive
an  Officers'  Certificate and an Opinion of Counsel as conclusive evidence that
any  supplemental  indenture  executed  pursuant  hereto  complies  with  the
requirements  of  this  Article  IX.  The  Trustee  shall  receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to  this Article IX is authorized or permitted by, and conforms to, the terms of
this  Article  IX  and that it is proper for the Trustee under the provisions of
this  Article  IX  to  join  in  the  execution  thereof.

                                   ARTICLE X.
                            REDEMPTION OF SECURITIES
                            ------------------------

     SECTION  10.1.  OPTIONAL  REDEMPTION.  The  Company  shall  have  the right
                     --------------------
(subject to the receipt by the Company of prior approval (i) if the Company is a
bank  holding  company,  from  the  Federal  Reserve,  if  then  required  under
applicable  capital guidelines or policies of the Federal Reserve or (ii) if the
Company  is  a  savings and loan holding company, from the OTS, if then required
under  applicable  capital  guidelines  or  policies  of  the OTS) to redeem the
Debentures,  in  whole  or  in part, but in all cases in a principal amount with
integral  multiples  of  $1,000.00,  on  any  Interest  Payment Date on or after
December  17,  2008  (the  "Redemption  Date"),  at  the  Redemption  Price.
                            ----------------

     SECTION  10.2.  SPECIAL  EVENT  REDEMPTION.  If a Special Event shall occur
                     --------------------------
and  be  continuing, the Company shall have the right (subject to the receipt by
the Company of prior approval (i) if the Company is a bank holding company, from
the  Federal  Reserve,  if  then required under applicable capital guidelines or
policies  of  the  Federal  Reserve or (ii) if the Company is a savings and loan
holding  company,  from  the  OTS,  if  then  required  under applicable capital
guidelines or policies of the OTS) to redeem the Debentures in whole, but not in
part,  at any Interest Payment Date, within 120 days following the occurrence of
such  Special  Event  (the  "Special Redemption Date") at the Special Redemption
                             -----------------------
Price.

     SECTION  10.3.  NOTICE OF REDEMPTION; SELECTION OF DEBENTURES.  In case the
                     ---------------------------------------------
Company  shall  desire  to exercise the right to redeem all, or, as the case may
be,  any  part  of  the Debentures, it shall cause to be mailed a notice of such
redemption at least 30 and not more than 60 days prior to the Redemption Date or
the  Special Redemption Date to the holders of Debentures so to be redeemed as a
whole  or  in  part  at their last addresses as the same appear on the Debenture
Register.  Such  mailing  shall be by first class mail.  The notice if mailed in
the  manner  herein  provided  shall  be conclusively presumed to have been duly
given,  whether or not the holder receives such notice.  In any case, failure to
give  such  notice  by  mail  or  any  defect in the notice to the holder of any
Debenture  designated  for redemption as a whole or in part shall not affect the
validity  of  the  proceedings  for  the  redemption  of  any  other  Debenture.

     Each  such  notice of redemption shall specify the CUSIP number, if any, of
the  Debentures  to  be  redeemed, the Redemption Date or the Special Redemption
Date,  as  applicable,  the Redemption Price or the Special Redemption Price, as
applicable,  at  which  Debentures  are  to  be redeemed, the place or places of
payment,  that  payment  will  be  made  upon presentation and surrender of such
Debentures,  that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on  the  portions thereof to be redeemed will cease to accrue.  If less than all


                                       39
<PAGE>
the  Debentures  are  to  be redeemed the notice of redemption shall specify the
numbers  of  the  Debentures  to  be redeemed.  In case the Debentures are to be
redeemed  in  part only, the notice of redemption shall state the portion of the
principal  amount  thereof  to be redeemed and shall state that on and after the
date  fixed for redemption, upon surrender of such Debenture, a new Debenture or
Debentures  in  principal amount equal to the unredeemed portion thereof will be
issued.

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

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

     SECTION  10.4.  PAYMENT  OF DEBENTURES CALLED FOR REDEMPTION.  If notice of
                     --------------------------------------------
redemption  has  been  given  as  provided  in  Section  10.3, the Debentures or
portions  of  Debentures  with respect to which such notice has been given shall
become  due  and  payable  on the Redemption Date or Special Redemption Date, as
applicable,  and  at the place or places stated in such notice at the applicable
Redemption  Price or Special Redemption Price and on and after said date (unless
the  Company  shall  default in the payment of such Debentures at the Redemption
Price  or Special Redemption Price, as applicable) interest on the Debentures or
portions  of  Debentures  so  called  for  redemption shall cease to accrue.  On
presentation and surrender of such Debentures at a place of payment specified in
said notice, such Debentures or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price or Special Redemption
Price.

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

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

     SECTION  11.1.  COMPANY  MAY  CONSOLIDATE, ETC., ON CERTAIN TERMS.  Nothing
                     -------------------------------------------------
contained in this Indenture or in the Debentures shall prevent any consolidation
or  merger  of  the  Company  with  or  into  any  other  Person (whether or not
affiliated  with  the  Company) or successive consolidations or mergers in which
the Company or its successor or successors shall be a party or parties, or shall
prevent  any  sale, conveyance, transfer or other disposition of the property or
capital  stock  of the Company or its successor or successors as an entirety, or
substantially  as  an  entirety,  to any other Person (whether or not affiliated
with  the  Company,  or  its  successor or successors) authorized to acquire and
operate  the  same;  provided,  however,  that  the Company hereby covenants and
                     --------   -------
agrees  that,  upon any such consolidation, merger (where the Company is not the
surviving corporation), sale, conveyance, transfer or other disposition, the due
and  punctual  payment of the principal of (and premium, if any) and interest on
all  of the Debentures in accordance with their terms, according to their tenor,
and  the  due  and  punctual performance and observance of all the covenants and
conditions  of  this  Indenture to be kept or performed by the Company, shall be
expressly  assumed by supplemental indenture satisfactory in form to the Trustee
executed  and  delivered  to  the  Trustee  by  the  entity  formed  by  such
consolidation,  or  into  which  the  Company  shall have been merged, or by the
entity which shall have acquired such property or capital stock.


                                       40
<PAGE>
     SECTION  11.2  SUCCESSOR  ENTITY  TO  BE  SUBSTITUTED.  In case of any such
                    --------------------------------------
consolidation,  merger, sale, conveyance, transfer or other disposition and upon
the  assumption by the successor entity, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance and observance of all of the
covenants  and  conditions  of this Indenture to be performed or observed by the
Company,  such  successor  entity  shall  succeed  to and be substituted for the
Company, with the same effect as if it had been named herein as the Company, and
thereupon  the  predecessor entity shall be relieved of any further liability or
obligation  hereunder  or  upon the Debentures.  Such successor entity thereupon
may  cause  to  be  signed,  and  may  issue  in its own name, any or all of the
Debentures  issuable  hereunder  which theretofore shall not have been signed by
the  Company and delivered to the Trustee or the Authenticating Agent; and, upon
the order of such successor entity instead of the Company and subject to all the
terms,  conditions  and limitations in this Indenture prescribed, the Trustee or
the  Authenticating  Agent  shall  authenticate and deliver any Debentures which
previously  shall have been signed and delivered by the officers of the Company,
to  the  Trustee  or  the  Authenticating  Agent  for  authentication,  and  any
Debentures  which  such successor entity thereafter shall cause to be signed and
delivered  to the Trustee or the Authenticating Agent for that purpose.  All the
Debentures  so issued shall in all respects have the same legal rank and benefit
under  this  Indenture  as  the  Debentures  theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debentures had
been  issued  at  the  date  of  the  execution  hereof.

     SECTION  11.3.  OPINION  OF  COUNSEL  TO BE GIVEN TO TRUSTEE.  The Trustee,
                     --------------------------------------------
subject to the provisions of Sections 6.1 and 6.2, shall receive, in addition to
the  Opinion  of  Counsel  required  by  Section  9.5,  an Opinion of Counsel as
conclusive  evidence  that any consolidation, merger, sale, conveyance, transfer
or  other disposition, and any assumption, permitted or required by the terms of
this Article XI complies with the provisions of this Article XI.

                                  ARTICLE XII.
                     SATISFACTION AND DISCHARGE OF INDENTURE
                     ---------------------------------------

     SECTION  12.1.  DISCHARGE  OF  INDENTURE.  When
                     ------------------------

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

     (b)  all  the  Debentures  not  theretofore  canceled  or  delivered to the
          Trustee  for cancellation shall have become due and payable, or are by
          their  terms  to  become  due  and  payable within 1 year or are to be
          called for redemption within 1 year under arrangements satisfactory to
          the  Trustee  for  the giving of notice of redemption, and the Company
          shall  deposit  with  the  Trustee,  in  trust,  funds, which shall be
          immediately  due  and  payable,  sufficient to pay at maturity or upon
          redemption  all  of  the  Debentures  (other than any Debentures which
          shall  have  been  destroyed, lost or stolen and which shall have been
          replaced  or paid as provided in Section 2.6) not theretofore canceled
          or  delivered to the Trustee for cancellation, including principal and
          premium,  if  any,  and  interest due or to become due to such date of
          maturity  or  redemption  date,  as  the  case  may be, but excluding,
          however, the amount of any moneys for the payment of principal of, and
          premium,  if any, or interest on the Debentures (1) theretofore repaid
          to  the  Company in accordance with the provisions of Section 12.4, or
          (2)  paid  to any state or to the District of Columbia pursuant to its
          unclaimed  property  or  similar  laws,


                                       41
<PAGE>
and if in the case of either clause (a) or clause (b) the Company shall also pay
or  cause  to be paid all other sums payable hereunder by the Company, then this
Indenture  shall  cease  to  be  of  further effect except for the provisions of
Sections  2.5,  2.6,  2.8,  3.1,  3.2,  3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
survive  until  such  Debentures shall mature and be paid.  Thereafter, Sections
6.6  and  12.4  shall  survive,  and  the  Trustee,  on  demand  of  the Company
accompanied  by an Officers' Certificate and an Opinion of Counsel, each stating
that  all  conditions precedent herein provided for relating to the satisfaction
and  discharge  of  this  Indenture have been complied with, and at the cost and
expense  of  the  Company,  shall  execute  proper  instruments  acknowledging
satisfaction of and discharging this Indenture.  The Company agrees to reimburse
the  Trustee  for  any  costs  or  expenses  thereafter  reasonably and properly
incurred  by  the  Trustee  in connection with this Indenture or the Debentures.

     SECTION 12.2.  DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE.  Subject to
                    -----------------------------------------------
the  provisions  of Section 12.4, all moneys deposited with the Trustee pursuant
to  Section  12.1  shall  be held in trust in a non-interest bearing account and
applied  by  it  to  the  payment,  either  directly or through any paying agent
(including the Company if acting as its own paying agent), to the holders of the
particular  Debentures  for the payment of which such moneys have been deposited
with  the  Trustee, of all sums due and to become due thereon for principal, and
premium,  if  any,  and  interest.

     SECTION  12.3.  PAYING  AGENT  TO REPAY MONEYS HELD.  Upon the satisfaction
                     -----------------------------------
and  discharge of this Indenture all moneys then held by any paying agent of the
Debentures (other than the Trustee) shall, upon demand of the Company, be repaid
to  it or paid to the Trustee, and thereupon such paying agent shall be released
from  all  further  liability  with  respect  to  such  moneys.

     SECTION  12.4.  RETURN  OF  UNCLAIMED MONEYS.  Any moneys deposited with or
                     ----------------------------
paid  to  the  Trustee  or any paying agent for payment of the principal of, and
premium,  if  any,  or  interest  on  Debentures  and  not applied but remaining
unclaimed by the holders of Debentures for 2 years after the date upon which the
principal  of,  and premium, if any, or interest on such Debentures, as the case
may  be,  shall  have  become  due  and  payable,  shall,  subject to applicable
escheatment  laws,  be repaid to the Company by the Trustee or such paying agent
on written demand; and the holder of any of the Debentures shall thereafter look
only  to  the  Company  for  any  payment  which  such holder may be entitled to
collect,  and  all liability of the Trustee or such paying agent with respect to
such  moneys  shall  thereupon  cease.

                                  ARTICLE XIII.
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                    ----------------------------------------
                             OFFICERS AND DIRECTORS
                             ----------------------

     SECTION  13.1.INDENTURE  AND  DEBENTURES  SOLELY CORPORATE OBLIGATIONS.  No
                   --------------------------------------------------------
recourse  for the payment of the principal of or premium, if any, or interest on
any  Debenture,  or for any claim based thereon or otherwise in respect thereof,
and  no  recourse  under  or  upon  any obligation, covenant or agreement of the
Company  in  this  Indenture  or  in  any supplemental indenture, or in any such
Debenture,  or  because of the creation of any indebtedness represented thereby,
shall  be  had  against  any  incorporator,  stockholder,  employee,  officer or
director,  as  such, past, present or future, of the Company or of any successor
Person  of  the Company, either directly or through the Company or any successor
Person of the Company, whether by virtue of any constitution, statute or rule of
law,  or  by the enforcement of any assessment or penalty or otherwise, it being
expressly  understood  that  all  such  liability is hereby expressly waived and
released  as  a  condition of, and as a consideration for, the execution of this
Indenture  and  the  issue  of  the  Debentures.


                                       42
<PAGE>
                                  ARTICLE XIV.
                            MISCELLANEOUS PROVISIONS
                            ------------------------

     SECTION  14.1.  SUCCESSORS.  All  the covenants, stipulations, promises and
                     ----------
agreements  of  the  Company  in  this  Indenture  shall bind its successors and
assigns  whether  so  expressed  or  not.

     SECTION 14.2.  OFFICIAL ACTS BY SUCCESSOR ENTITY.  Any act or proceeding by
                    ---------------------------------
any  provision  of this Indenture authorized or required to be done or performed
by  any  board,  committee  or  officer of the Company shall and may be done and
performed  with  like  force and effect by the like board, committee, officer or
other  authorized  Person  of  any  entity  that shall at the time be the lawful
successor  of  the  Company.

     SECTION  14.3.  SURRENDER  OF COMPANY POWERS.  The Company by instrument in
                     ----------------------------
writing  executed  by  authority  of  at  least 2/3 (two-thirds) of its Board of
Directors  and delivered to the Trustee may surrender any of the powers reserved
to  the  Company and thereupon such power so surrendered shall terminate both as
to  the  Company,  and  as  to  any  permitted  successor.

     SECTION 14.4.  ADDRESSES FOR NOTICES, ETC.  Any notice, consent, direction,
                    --------------------------
request,  authorization,  waiver  or  demand  which  by  any  provision  of this
Indenture is required or permitted to be given, made, furnished or served by the
Trustee or by the Securityholders on or to the Company may be given or served in
writing  by being deposited postage prepaid by registered or certified mail in a
post office letter box addressed (until another address is filed by the Company,
with  the  Trustee  for  the  purpose)  to  the  Company,  5102 Alabama Highway,
Ringgold,  Georgia  30736,  Attention:  Robert  G.  Peck.  Any  notice, consent,
direction, request, authorization, waiver or demand by any Securityholder or the
Company  to  or upon the Trustee shall be deemed to have been sufficiently given
or  made,  for  all  purposes,  if given or made in writing at the office of the
Trustee,  addressed to the Trustee, 225 Asylum Street, Goodwin Square, Hartford,
Connecticut  06103 Attention: Vice President, Corporate Trust Services Division,
with  a copy to the Trustee, 1 Federal Street - 3rd Floor, Boston, Massachusetts
02110,  Attention:  Paul  D.  Allen,  Corporate  Trust  Services  Division.  Any
notice,  consent,  direction,  request, authorization, waiver or demand on or to
any  Securityholder shall be deemed to have been sufficiently given or made, for
all  purposes,  if  given  or  made  in  writing at the address set forth in the
Debenture  Register.

     SECTION  14.5.  GOVERNING  LAW.  This Indenture and each Debenture shall be
                     --------------
deemed to be a contract made under the law of the State of New York, and for all
purposes  shall  be governed by and construed in accordance with the law of said
State,  without  regard  to  conflict  of  laws  principles  thereof.

     SECTION  14.6.  EVIDENCE  OF  COMPLIANCE WITH CONDITIONS PRECEDENT.  Upon
                     --------------------------------------------------
any application or demand by the Company to the Trustee to take any action under
any  of  the  provisions  of  this  Indenture,  the Company shall furnish to the
Trustee  an Officers' Certificate stating that in the opinion of the signers all
conditions  precedent,  if  any,  provided for in this Indenture relating to the
proposed  action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

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


                                       43
<PAGE>
complied  with;  and (4) a statement as to whether or not in the opinion of such
person,  such  condition  or  covenant  has  been  complied  with.

     SECTION 14.7.  TABLE OF CONTENTS, HEADINGS, ETC.  The table of contents and
                    --------------------------------
the titles and headings of the articles and sections of this Indenture have been
inserted  for  convenience  of  reference  only, are not to be considered a part
hereof,  and  shall  in no way modify or restrict any of the terms or provisions
hereof.

     SECTION  14.8.  EXECUTION  IN COUNTERPARTS.  This Indenture may be executed
                     --------------------------
in  any  number  of  counterparts,  each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     SECTION  14.9.  SEPARABILITY.  In  case  any  one or more of the provisions
                     ------------
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or  unenforceability  shall not affect any other provisions of this Indenture or
of such Debentures, but this Indenture and such Debentures shall be construed as
if  such  invalid or illegal or unenforceable provision had never been contained
herein  or  therein.

     SECTION 14.10. ASSIGNMENT.  The Company will have the right at all times to
                    ----------
assign  any  of  its  rights  or obligations under this Indenture to a direct or
indirect  wholly owned Subsidiary of the Company, provided that, in the event of
any  such  assignment,  the Company will remain liable for all such obligations.
Subject  to  the  foregoing,  this  Indenture  is binding upon and inures to the
benefit of the parties hereto and their respective successors and assigns.  This
Indenture  may  not  otherwise  be  assigned  by  the  parties  hereto.

     SECTION  14.11.  ACKNOWLEDGMENT  OF  RIGHTS.  The Company agrees that, with
                      --------------------------
respect  to any Debentures held by the Trust or the Institutional Trustee of the
Trust,  if  the  Institutional  Trustee of the Trust fails to enforce its rights
under  this  Indenture  as  the  holder of Debentures held as the assets of such
Trust  after  the  holders  of  a  majority in Liquidation Amount of the Capital
Securities  of  such Trust have so directed such Institutional Trustee, a holder
of  record  of  such  Capital Securities may, to the fullest extent permitted by
law,  institute  legal  proceedings directly against the Company to enforce such
Institutional  Trustee's  rights  under this Indenture without first instituting
any legal proceedings against such trustee or any other Person.  Notwithstanding
the  foregoing,  if  an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay interest (or premium,
if any) or principal on the Debentures on the date such interest (or premium, if
any)  or  principal  is  otherwise payable (or in the case of redemption, on the
redemption  date),  the  Company  agrees  that  a  holder  of  record of Capital
Securities  of the Trust may directly institute a proceeding against the Company
for  enforcement  of  payment  to  such  holder directly of the principal of (or
premium,  if  any)  or  interest on the Debentures having an aggregate principal
amount  equal  to  the aggregate Liquidation Amount of the Capital Securities of
such  holder  on  or  after the respective due date specified in the Debentures.

                                   ARTICLE XV.
                           SUBORDINATION OF DEBENTURES
                           ---------------------------

     SECTION 15.1.  AGREEMENT TO SUBORDINATE.  The Company covenants and agrees,
                    ------------------------
and  each  holder  of  Debentures  by  such  Securityholder's acceptance thereof
likewise  covenants  and  agrees, that all Debentures shall be issued subject to
the  provisions of this Article XV; and each holder of a Debenture, whether upon
original  issue or upon transfer or assignment thereof, accepts and agrees to be
bound  by  such  provisions.

     The  payment  by  the Company of the principal of, and premium, if any, and
interest  on  all  Debentures shall, to the extent and in the manner hereinafter
set  forth,  be subordinated and junior in right of payment to the prior payment


                                       44
<PAGE>
in  full  of  all Senior Indebtedness of the Company, whether outstanding at the
date  of  this  Indenture  or  thereafter  incurred.

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

     SECTION 15.2.  DEFAULT ON SENIOR INDEBTEDNESS.  In the event and during the
                    ------------------------------
continuation of any default by the Company in the payment of principal, premium,
interest  or  any  other  payment  due on any Senior Indebtedness of the Company
following  any  grace  period,  or  in the event that the maturity of any Senior
Indebtedness  of  the Company has been accelerated because of a default and such
acceleration has not been rescinded or canceled and such Senior Indebtedness has
not  been  paid  in  full, then, in either case, no payment shall be made by the
Company  with respect to the principal (including redemption) of, or premium, if
any,  or  interest  on  the  Debentures.

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

     SECTION 15.3. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any payment by the
                   ------------------------------------
Company  or  distribution  of  assets  of  the Company of any kind or character,
whether  in  cash,  property or securities, to creditors upon any dissolution or
winding-up or liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
amounts  due  upon all Senior Indebtedness of the Company shall first be paid in
full,  or  payment  thereof  provided for in money in accordance with its terms,
before  any  payment  is  made  by the Company, on account of the principal (and
premium,  if  any)  or interest on the Debentures.  Upon any such dissolution or
winding-up  or  liquidation  or  reorganization,  any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property  or  securities,  to  which the Securityholders or the Trustee would be
entitled  to receive from the Company, except for the provisions of this Article
XV,  shall  be  paid  by the Company, or by any receiver, trustee in bankruptcy,
liquidating  trustee, agent or other Person making such payment or distribution,
or  by the Securityholders or by the Trustee under this Indenture if received by
them  or  it,  directly  to the holders of Senior Indebtedness (pro rata to such
holders  on  the  basis of the respective amounts of Senior Indebtedness held by
such  holders,  as  calculated  by  the  Company)  or  their  representative  or
representatives,  or  to the trustee or trustees under any indenture pursuant to
which  any instruments evidencing such Senior Indebtedness may have been issued,
as  their  respective  interests may appear, to the extent necessary to pay such
Senior  Indebtedness  in full, in money or money's worth, after giving effect to
any  concurrent  payment  or  distribution  to or for the holders of such Senior
Indebtedness,  before any payment or distribution is made to the Securityholders
or  to  the  Trustee.

     In  the  event  that,  notwithstanding  the  foregoing,  any  payment  or
distribution of assets of the Company of any kind or character, whether in cash,
property  or  securities,  prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness is paid in full, or provision is made for
such payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the  holders  of  such  Senior  Indebtedness  or  their  representative  or
representatives,  or  to the trustee or trustees under any indenture pursuant to


                                       45
<PAGE>
which  any instruments evidencing such Senior Indebtedness may have been issued,
as  their  respective  interests  may  appear, as calculated by the Company, for
application  to  the payment of all Senior Indebtedness, remaining unpaid to the
extent  necessary to pay such Senior Indebtedness in full in money in accordance
with its terms, after giving effect to any concurrent payment or distribution to
or  for  the  benefit  of  the  holders  of  such  Senior  Indebtedness.

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

     SECTION  15.4.  SUBROGATION.  Subject  to the payment in full of all Senior
                     -----------
Indebtedness,  the  Securityholders  shall  be  subrogated  to the rights of the
holders  of  such  Senior  Indebtedness  to receive payments or distributions of
cash,  property  or  securities  of  the  Company,  applicable  to  such  Senior
Indebtedness  until  the  principal of (and premium, if any) and interest on the
Debentures  shall  be  paid  in  full.  For the purposes of such subrogation, no
payments  or  distributions  to  the  holders of such Senior Indebtedness of any
cash,  property  or securities to which the Securityholders or the Trustee would
be  entitled  except  for the provisions of this Article XV, and no payment over
pursuant  to  the  provisions  of  this  Article XV to or for the benefit of the
holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as
between  the Company, its creditors other than holders of Senior Indebtedness of
the  Company,  and  the  holders  of the Debentures be deemed to be a payment or
distribution by the Company to or on account of such Senior Indebtedness.  It is
understood  that  the  provisions of this Article XV are and are intended solely
for  the  purposes  of  defining  the  relative  rights  of  the  holders of the
Securities, on the one hand, and the holders of such Senior Indebtedness, on the
other  hand.

     Nothing  contained  in this Article XV or elsewhere in this Indenture or in
the  Debentures  is  intended  to  or  shall impair, as between the Company, its
creditors  other than the holders of Senior Indebtedness, and the holders of the
Debentures,  the obligation of the Company, which is absolute and unconditional,
to  pay  to the holders of the Debentures the principal of (and premium, if any)
and interest on the Debentures as and when the same shall become due and payable
in  accordance  with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, other than
the holders of Senior Indebtedness, nor shall anything herein or therein prevent
the  Trustee  or  the  holder  of  any  Debenture  from  exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to  the  rights,  if  any,  under  this Article XV of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company, received
upon  the  exercise  of  any  such  remedy.

     Upon  any  payment  or distribution of assets of the Company referred to in
this  Article  XV,  the Trustee, subject to the provisions of Article VI of this
Indenture,  and  the Securityholders shall be entitled to conclusively rely upon
any  order  or  decree made by any court of competent jurisdiction in which such


                                       46
<PAGE>
dissolution,  winding-up, liquidation or reorganization proceedings are pending,
or  a  certificate  of the receiver, trustee in bankruptcy, liquidation trustee,
agent  or  other  Person  making  such payment or distribution, delivered to the
Trustee  or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and  other  indebtedness  of the Company, the amount thereof or payable thereon,
the  amount or amounts paid or distributed thereon and all other facts pertinent
thereto  or  to  this  Article  XV.

     SECTION 15.5.  TRUSTEE TO EFFECTUATE SUBORDINATION.  Each Securityholder by
                    -----------------------------------
such  Securityholder's  acceptance thereof authorizes and directs the Trustee on
such  Securityholder's  behalf  to  take  such  action  as  may  be necessary or
appropriate  to  effectuate  the  subordination  provided in this Article XV and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.

     SECTION  15.6.  NOTICE  BY  THE  COMPANY.  The  Company  shall  give prompt
                     ------------------------
written  notice  to a Responsible Officer of the Trustee at the Principal Office
of  the  Trustee of any fact known to the Company that would prohibit the making
of  any  payment  of  monies  to  or by the Trustee in respect of the Debentures
pursuant  to  the provisions of this Article XV.  Notwithstanding the provisions
of  this  Article XV or any other provision of this Indenture, the Trustee shall
not  be charged with knowledge of the existence of any facts that would prohibit
the  making  of  any  payment  of  monies to or by the Trustee in respect of the
Debentures  pursuant  to  the  provisions of this Article XV, unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have  received written notice thereof from the Company or a holder or holders of
Senior  Indebtedness or from any trustee therefor; and before the receipt of any
such  written  notice,  the  Trustee, subject to the provisions of Article VI of
this  Indenture,  shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
       --------  -------
provided  for  in  this  Section at least 2 Business Days prior to the date upon
which  by  the  terms  hereof  any  money  may  become  payable  for any purpose
(including,  without limitation, the payment of the principal of (or premium, if
any)  or  interest  on  any  Debenture),  then, anything herein contained to the
contrary  notwithstanding,  the  Trustee  shall have full power and authority to
receive  such  money  and  to apply the same to the purposes for which they were
received,  and  shall  not be affected by any notice to the contrary that may be
received by it within 2 Business Days prior to such date.

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

     SECTION  15.7.  RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.  The
                     -----------------------------------------------------
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XV in respect of any Senior Indebtedness at any time held by it,
to  the  same  extent as any other holder of Senior Indebtedness, and nothing in
this Indenture shall deprive the Trustee of any of its rights as such holder.

     With  respect to the holders of Senior Indebtedness, the Trustee undertakes
to  perform  or  to  observe  only  such of its covenants and obligations as are
specifically  set  forth  in  this  Article  XV,  and  no  implied  covenants or


                                       47
<PAGE>
obligations  with  respect  to  the holders of such Senior Indebtedness shall be
read  into  this Indenture against the Trustee.  The Trustee shall not be deemed
to  owe  any  fiduciary  duty  to  the  holders of such Senior Indebtedness and,
subject to the provisions of Article VI of this Indenture, the Trustee shall not
be  liable  to  any  holder  of such Senior Indebtedness if it shall pay over or
deliver  to  Securityholders, the Company or any other Person money or assets to
which any holder of such Senior Indebtedness shall be entitled by virtue of this
Article  XV  or  otherwise.

     Nothing  in  this  Article XV shall apply to claims of, or payments to, the
Trustee  under  or  pursuant  to  Section  6.6.

     SECTION  15.8.  SUBORDINATION MAY NOT BE IMPAIRED.  No right of any present
                     ---------------------------------
or  future  holder of any Senior Indebtedness to enforce subordination as herein
provided  shall  at  any time in any way be prejudiced or impaired by any act or
failure  to  act on the part of the Company, or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company, with the
terms,  provisions  and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.

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

                     Signatures appear on the following page


                                       48
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Indenture to be
duly  executed by their respective officers thereunto duly authorized, as of the
day  and  year  first  above  written.

                                      GATEWAY  BANCSHARES,  INC.

                                      By  /s/Robert  G.  Peck
                                        ----------------------------------------
                                        Name:  Robert  G.  Peck
                                        Title:  President


                                      U.S. BANK NATIONAL ASSOCIATION, as Trustee


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


                                       49
<PAGE>
                                    EXHIBIT A

     FORM OF FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                           [FORM OF FACE OF SECURITY]

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

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

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


                                      A-1-1
<PAGE>
THIS  SECURITY  IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE  WITH  RESPECT TO SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THE
SECURITIES  OR  ANY  INTEREST  THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE  AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN  THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF
THE  CODE  IS  APPLICABLE,  A  TRUSTEE  OR  OTHER  PERSON ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY  EMPLOYEE  BENEFIT  PLAN  OR  PLAN  TO  FINANCE  SUCH PURCHASE, OR (ii) SUCH
PURCHASE  WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR  SECTION  4975  OF  THE  CODE  FOR  WHICH THERE IS NO APPLICABLE STATUTORY OR
ADMINISTRATIVE  EXEMPTION.

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

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

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

        Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                            Gateway Bancshares, Inc.

                                December 17, 2003

     Gateway  Bancshares,  Inc., a Georgia corporation (the "Company" which term
includes  any successor Person under the Indenture hereinafter referred to), for
value  received  promises  to  pay to U.S. Bank National Association, not in its
individual  capacity  but solely as Institutional Trustee for Gateway Bancshares
Statutory  Trust  I  (the  "Holder") or registered assigns, the principal sum of
three  million  six  hundred nine thousand and 00/100 dollars ($3,609,000.00) on
December  17,  2033, and to pay interest on said principal sum from December 17,
2003,  or  from  the  most  recent  interest  payment  date  (each such date, an
"Interest  Payment  Date") to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on March 17, June
17,  September 17 and December 17 of each year (or if such day is not a Business
Day,  then the next succeeding Business Day) commencing on March 17, 2004, at an
annual  rate  equal  to  4.02% beginning on (and including) the date of original
issuance  and ending on (but excluding) March 17, 2004 and at an annual rate for
each  successive  period  beginning  on (and including) March 17, 2004, and each
succeeding  Interest  Payment  Date,  and  ending  on  (but  excluding) the next
succeeding  Interest  Payment  Date  (each  a  "Distribution  Period"), equal to
3-Month  LIBOR,  determined  as described below, plus 2.85% (the "Coupon Rate"),
applied  to  the  principal amount hereof, until the principal hereof is paid or
duly  provided  for  or made available for payment, and on any overdue principal
and  (without  duplication  and  to  the extent that payment of such interest is
enforceable  under  applicable  law)  on  any  overdue  installment  of interest
(including  Additional  Interest)  at  the  Interest  Rate  in  effect  for each
applicable  period,  compounded  quarterly,  from the dates such amounts are due


                                      A-1-2
<PAGE>
until  they  are  paid  or  made  available for payment.  The amount of interest
payable  for  any  period  will be computed on the basis of the actual number of
days in the Distribution Period concerned divided by 360.  In the event that any
date  on which interest is payable on this Debenture is not a Business Day, then
a  payment  of  the  interest  payable  on  such  date  will be made on the next
succeeding  day  which  is  a  Business  Day  (and without any interest or other
payment  in  respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding  Business  Day, in each case with the same force and effect as if made
on  the  date  the  payment was originally payable.  The interest installment so
payable,  and punctually paid or duly provided for, on any Interest Payment Date
will,  as  provided  in  the Indenture, be paid to the Person in whose name this
Debenture  (or one or more Predecessor Securities) is registered at the close of
business  on  the regular record date for such interest installment, which shall
be  fifteen  days  prior  to the day on which the relevant Interest Payment Date
occurs.  Any  such  interest installment not so punctually paid or duly provided
for  shall  forthwith  cease  to be payable to the Holder on such regular record
date  and may be paid to the Person in whose name this Debenture (or one or more
Predecessor  Securities)  is  registered  at  the close of business on a special
record  date.

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

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

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


                                      A-1-3
<PAGE>
amounts  used  in  or  resulting  from  such  calculation will be rounded to the
nearest  cent  (with  one-half  cent  being  rounded  upward)).

     The  principal  of  and  interest on this Debenture shall be payable at the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained  for  that  purpose  in  any coin or currency of the United States of
America  that  at  the time of payment is legal tender for payment of public and
private  debts; provided, however, that payment of interest may be made by check
                --------  -------
mailed to the registered holder at such address as shall appear in the Debenture
Register  if  a request for a wire transfer by such holder has not been received
by the Company or by wire transfer to an account appropriately designated by the
holder  hereof.  Notwithstanding  the  foregoing,  so long as the holder of this
Debenture  is  the  Institutional  Trustee,  the payment of the principal of and
interest  on  this Debenture will be made in immediately available funds at such
place  and  to  such  account  as  may  be  designated  by  the  Trustee.

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

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


                                      A-1-4
<PAGE>
     This  Debenture  shall  not  be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
certificate  of  authentication hereon shall have been signed by or on behalf of
the  Trustee.

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


                                      A-1-5
<PAGE>
     IN WITNESS WHEREOF, the Company has duly executed this certificate.

                                      GATEWAY  BANCSHARES,  INC.


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



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

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

                                      U.S. BANK NATIONAL ASSOCIATION, as Trustee


                                      By:
                                         ---------------------------------------
                                         Authorized  Officer


                                      A-1-6
<PAGE>
                         [FORM OF REVERSE OF DEBENTURE]

     This  Debenture  is one of the floating rate junior subordinated deferrable
interest  debentures  of  the  Company,  all  issued  or  to be issued under and
pursuant  to the Indenture dated as of December 17, 2003 (the "Indenture"), duly
executed  and  delivered between the Company and the Trustee, to which Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations,  duties  and  immunities thereunder of the Trustee, the Company and
the  holders  of  the  Debentures.  The  Debentures  are  limited  in  aggregate
principal  amount  as  specified  in  the  Indenture.

     Upon  the  occurrence and continuation of a Special Event prior to December
17,  2008,  the  Company shall have the right to redeem the Debentures in whole,
but  not  in  part,  at any Interest Payment Date, within 120 days following the
occurrence  of  such  Special  Event,  at  the  Special  Redemption  Price.

     In  addition, the Company shall have the right to redeem the Debentures, in
whole or in part, but in all cases in a principal amount with integral multiples
of $1,000.00, on any Interest Payment Date on or after December 17, 2008, at the
Redemption  Price.

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

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

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

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

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

     The Indenture also contains provisions permitting the holders of a majority
in  aggregate  principal  amount  of  the  Debentures at the time outstanding on


                                      A-1-7
<PAGE>
behalf  of  the  holders  of  all  of  the  Debentures  to  waive (or modify any
previously  granted  waiver  of)  any  past default or Event of Default, and its
consequences,  except  a default (a) in the payment of principal of, premium, if
any,  or  interest  on  any  of  the  Debentures, (b) in respect of covenants or
provisions  hereof  or  of  the  Indenture  which  cannot be modified or amended
without  the consent of the holder of each Debenture affected, or (c) in respect
of  the  covenants contained in Section 3.9 of the Indenture; provided, however,
                                                              --------  -------
that  if  the  Debentures are held by the Trust or a trustee of such trust, such
waiver  or  modification to such waiver shall not be effective until the holders
of  a majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further, that
                                                         --------  -------
if  the  consent  of  the holder of each outstanding Debenture is required, such
waiver  shall  not be effective until each holder of the Trust Securities of the
Trust  shall  have  consented to such waiver.  Upon any such waiver, the default
covered  thereby  shall  be deemed to be cured for all purposes of the Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall  extend  to  any subsequent or other default or Event of Default or impair
any  right  consequent  thereon.  Whenever  any  default  or  Event  of  Default
hereunder  shall have been waived as permitted by the Indenture, said default or
Event  of  Default shall for all purposes of the Debentures and the Indenture be
deemed  to  have  been  cured  and  to  be  not  continuing.

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

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


                                      A-1-8
<PAGE>
stockholders'  rights  plan,  or the issuance of rights, stock or other property
under  any  stockholders' rights plan, or the redemption or repurchase of rights
pursuant  thereto,  (5)  any dividend in the form of stock, warrants, options or
other  rights  where  the  dividend stock or the stock issuable upon exercise of
such  warrants,  options  or other rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash  payments  in  lieu of fractional shares issued in connection therewith, or
(6)  payments  under  the  Capital  Securities  Guarantee).

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

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

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

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

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


                                      A-1-9
<PAGE>