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                  UNION NATIONAL COMMUNITY BANK,
                           as Issuer






                            INDENTURE
                     Dated as of July 28, 2006



                     WILMINGTON TRUST COMPANY,
                           as Trustee




        FIXED/FLOATING RATE JUNIOR SUBORDINATED DEBENTURES


                            DUE 2021


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<PAGE>
                        TABLE OF CONTENTS
                        _________________
                                                       Page
                                                       ____
ARTICLE I. DEFINITIONS................................  1
    Section 1.1.   Definitions........................  1
ARTICLE II. DEBENTURES................................  5
    Section 2.1.   Authentication and Dating..........  5
    Section 2.2.   Form of Trustee's Certificate
                   of Authentication..................  5
    Section 2.3.   Form and Denomination of
                   Debentures.........................  6
    Section 2.4.   Execution of Debentures............  6
    Section 2.5.   Exchange and Registration of
                   Transfer of Debentures.............  6
    Section 2.6.   Mutilated, Destroyed, Lost or
                   Stolen Debentures..................  8
    Section 2.7.   Temporary Debentures...............  9
    Section 2.8.   Payment of Interest and
                   Additional Interest................  9
    Section 2.9.   Cancellation of Debentures
                   Paid, etc.......................... 11
    Section 2.10.  Computation of Interest Rate....... 11
    Section 2.11.  CUSIP Numbers...................... 12

ARTICLE III. PARTICULAR COVENANTS OF THE BANK......... 12
    Section 3.1.   Payment of Principal, Premium
                   and Interest; Agreed Treatment
                   of the Debentures.................. 12
    Section 3.2.   Offices for Notices and
                   Payments, etc...................... 13
    Section 3.3.   Appointments to Fill Vacancies
                   in Trustee's Office................ 13
    Section 3.4.   Provision as to Paying Agent....... 13
    Section 3.5.   Certificate to Trustee............. 14
    Section 3.6.   Compliance with Consolidation
                   Provisions......................... 14
    Section 3.7.   Limitation on Dividends............ 14

ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE BANK AND
THE TRUSTEE........................................... 15
    Section 4.1.   Securityholders' Lists............. 15
    Section 4.2.   Preservation and Disclosure
                   of Lists........................... 15

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN
EVENT OF DEFAULT...................................... 16
    Section 5.1.   Events of Default.................. 16
    Section 5.2.   Acceleration of Maturity; Rescission
                   and Annulment...................... 16
    Section 5.3.   Defaults........................... 17
    Section 5.4.   Trustee May File Proof of Claims... 18
    Section 5.5.   Application of Moneys Collected
                   by Trustee......................... 19
    Section 5.6.   Proceedings by Securityholders..... 19
    Section 5.7.   Proceedings by Trustee............. 19
    Section 5.8.   Remedies Cumulative and Continuing;
                   Delay or Omission Not a Waiver..... 20
    Section 5.9.   Direction of Proceedings and Waiver
                   of Defaults by Majority of
                   Securityholders.................... 20
    Section 5.10.  Notice of Defaults................. 20

<PAGE>

    Section 5.11.  Undertaking to Pay Costs........... 21

ARTICLE VI. CONCERNING THE TRUSTEE.................... 21
    Section 6.1.   Duties and Responsibilities
                   of Trustee......................... 21
    Section 6.2.   Reliance on Documents, Opinions,
                   etc................................ 22
    Section 6.3.   No Responsibility for Recitals,
                   etc................................ 23
    Section 6.4.   Trustee, Authenticating Agent,
                   Paying Agents, Transfer Agents
                   or Registrar May Own Debentures.... 23
     Section 6.5.  Moneys to be Held in Trust......... 23
     Section 6.6.  Compensation and Expenses of
                   Trustee............................ 23
     Section 6.7.  Officers' Certificate as Evidence.. 24
     Section 6.8.  Eligibility of Trustee............. 24
     Section 6.9.  Resignation or Removal of Trustee.. 24
     Section 6.10. Acceptance by Successor Trustee.... 25
     Section 6.11. Succession by Merger, etc.......... 26
     Section 6.12. Authenticating Agents.............. 27

ARTICLE VII. CONCERNING THE SECURITYHOLDERS........... 27
     Section 7.1.  Action by Securityholders.......... 27
     Section 7.2.  Proof of Execution by
                   Securityholders.................... 28
     Section 7.3.  Who Are Deemed Absolute Owners..... 28
     Section 7.4.  Debentures Owned by Bank Deemed
                   Not Outstanding.................... 28
     Section 7.5.  Revocation of Consents; Future
                   Holders Bound...................... 29

ARTICLE VIII. SECURITYHOLDERS' MEETINGS............... 29
     Section 8.1.  Purposes of Meetings............... 29
     Section 8.2.  Call of Meetings by Trustee........ 29
     Section 8.3.  Call of Meetings by Bank or
                   Securityholders.................... 29
     Section 8.4.  Qualifications for Voting.......... 30
     Section 8.5.  Regulations........................ 30
     Section 8.6.  Voting............................. 30
     Section 8.7.  Quorum; Actions.................... 31

ARTICLE IX. SUPPLEMENTAL INDENTURES................... 31
     Section 9.1.  Supplemental Indentures without
                   Consent of Securityholders......... 31
     Section 9.2.  Supplemental Indentures with
                   Consent of Securityholders......... 32
     Section 9.3.  Effect of Supplemental Indentures.. 33
     Section 9.4.  Notation on Debentures............. 33
     Section 9.5.  Evidence of Compliance of
                   Supplemental Indenture to be
                   Furnished to Trustee............... 33

ARTICLE X. REDEMPTION OF SECURITIES................... 34

     Section 10.1. Optional Redemption................ 34
     Section 10.2. Notice of Redemption; Selection
                   of Debentures...................... 34
     Section 10.3. Payment of Debentures Called
                   for Redemption..................... 34

ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE
AND LEASE............................................. 35
     Section 11.1. Bank May Consolidate, etc., on
                   Certain Terms...................... 35

<PAGE>

     Section 11.2. Successor Entity to be Substituted. 35
     Section 11.3. Transfer of Obligations by OCC..... 35
     Section 11.4. Opinion of Counsel to be Given
                   to Trustee......................... 36

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE.. 36
     Section 12.1. Discharge of Indenture............. 36
     Section 12.2. Deposited Moneys to be Held in
                   Trust by Trustee................... 37
     Section 12.3. Paying Agent to Repay Moneys Held.. 37
     Section 12.4. Return of Unclaimed Moneys......... 37

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS......................................... 37
     Section 13.1. Indenture and Debentures Solely
                   Corporate Obligations.............. 37

ARTICLE XIV. MISCELLANEOUS PROVISIONS................. 37
     Section 14.1. Successors......................... 37
     Section 14.2. Official Acts by Successor Entity.. 37
     Section 14.3. Surrender of Bank Powers........... 37
     Section 14.4. Addresses for Notices, etc......... 38
     Section 14.5. Governing Law...................... 38
     Section 14.6. Evidence of Compliance with
                   Conditions Precedent............... 38
     Section 14.7. Table of Contents, Headings, etc... 38
     Section 14.8. Execution in Counterparts.......... 38
     Section 14.9. Separability....................... 38
     Section 14.10.Assignment......................... 38

ARTICLE XV. SUBORDINATION OF DEBENTURES............... 39
     Section 15.1. Agreement to Subordinate........... 39
     Section 15.2. Default on Senior Indebtedness..... 39
     Section 15.3. Liquidation, Dissolution,
                   Bankruptcy......................... 39
     Section 15.4. Subrogation........................ 40
     Section 15.5. Trustee to Effectuate Subordination 41
     Section 15.6. Notice by the Bank................. 41
     Section 15.7. Rights of the Trustee; Holders
                   of Senior Indebtedness............. 42
     Section 15.8. Subordination May Not Be Impaired.. 42

Exhibit A    Form of Fixed/Floating Rate Junior Subordinated
             Debenture
Exhibit B    Form of Certificate to Trustee

<PAGE>
    THIS INDENTURE, dated as of July 28, 2006, between Union
National Community Bank, a national banking association
organized under the laws of the United States of America (the
"Bank"), and Wilmington Trust Company, a Delaware banking
corporation, as debenture trustee (the "Trustee").

                         WITNESSETH:
    WHEREAS, for its lawful corporate purposes, the Bank has
duly authorized the issuance of its Fixed/Floating Rate Junior
Subordinated Debentures due 2021 (the "Debentures") under this
Indenture to provide, among other things, for the execution and
authentication, delivery and administration thereof, and the
Bank 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 Bank 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" means interest, if any, that shall
accrue on any interest on the Debentures the payment of which
has not been made on the applicable Interest Payment Date and
which shall accrue at the Interest Rate, compounded quarterly
(to the extent permitted by law).

    "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.

    "Bank" means Union National Community Bank, a national
banking association organized under the laws of the United
States of America and, subject to the provisions of Article XI,
shall include its successors and assigns.

    "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 Bank.

<PAGE>

    "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Bank 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 Wilmington, Delaware are permitted or required by any
applicable law or executive order to close.

    "Certificate" means a certificate signed by any one of the
principal executive officer, the principal financial officer or
the principal accounting officer of the Bank.

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

    "Debenture" or "Debentures" means a Temporary Debenture or a
Permanent Debenture, as applicable.

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

    "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.

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

    "Distribution Period" means (i) with respect to interest
paid on the first Interest Payment Date, the period beginning on
(and including) the date of original issuance and ending on (but
excluding) the Interest Payment Date in September 2006 and (ii)
thereafter, with respect to interest paid on each successive
Interest Payment Date, the period beginning on (and including)
the preceding Interest Payment Date and ending on (but
excluding) such current Interest Payment Date.

    "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.

    "FDIC" means the Federal Deposit Insurance Corporation and
any successor federal agency that is primarily responsible for
insuring the deposit accounts of banks or supervising state
banks that are not members of the Federal Reserve.

    "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.

    "Interest Payment Date" means March 15, June 15, September
15 and December 15 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 in September 2006.

    "Interest Rate" means for the Distribution Period beginning
on (and including) the date of original issuance and ending on
(but excluding) the Interest Payment Date in September 2011 the
rate per annum of 7.14%, and for each Distribution Period
beginning on or after the Interest Payment Date in September
2011, the Coupon Rate for such Distribution Period.

<PAGE>

    "Maturity Date" means September 15, 2021.

    "National Bank Securities Laws" means the federal laws
applicable to national banks (12 U.S.C. 1 et seq.), as amended
from time to time or any successor legislation, and the
regulations promulgated thereunder, including 12 C.F.R. Part 16.
"OCC" means the Office of the Comptroller of the Currency and
any successor federal agency that is primarily responsible for
regulating the activities of national banks.

    "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 Bank, 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 Bank,
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.

    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 Bank) or shall have been set aside and
segregated in trust by the Bank (if the Bank 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 Bank and the Trustee is
presented that any such Debentures are held by bona fide holders
in due course.

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

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

    "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
Rodney Square North, 1100 North Market Street, Wilmington,
Delaware  19890-1600, Attention:  Corporate Trust
Administration.

<PAGE>

    "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 Bank or the
Trustee for that purpose in accordance with the terms hereof.

    "Senior Indebtedness" means, with respect to the Bank, all
claims (including post default interest in the case of
liquidation of the Bank) against the Bank, incurred, assumed or
guaranteed by the Bank, having the same priority as the Bank's
obligations to its depositors, its obligations under bankers'
acceptances and letters of credit, and its obligations to any
other creditors (including its obligations to the Federal
Reserve, FDIC, and any rights acquired by the FDIC as a result
of loans made by the FDIC to the Bank or the purchase or
guarantee of any of its assets by the FDIC pursuant to the
provisions of 12 USC Section 1823(c), (d) or (e)), whether now
outstanding or hereafter incurred, or any higher priority, and
the principal, premium, if any, and interest in respect thereof,
whether incurred on or prior to the date of this Indenture or
thereafter incurred.  Notwithstanding the foregoing, "Senior
Indebtedness" shall not include Debentures issued pursuant to
this Indenture or obligations with respect to which 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.  Senior Indebtedness shall continue
to be Senior Indebtedness and be entitled to the subordination
provisions irrespective of any amendment, modification or waiver
of any term of such Senior Indebtedness.

    "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.

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

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

<PAGE>

    "Trustee" means Wilmington Trust Company, 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 $6,000,000.00 may be executed and delivered by the
Bank to the Trustee for authentication, and the Trustee, upon
receipt of a written authentication order from the Bank, shall
thereupon authenticate and make available for delivery said
Debentures to or upon the written order of the Bank, signed by
its Chairman of the Board of Directors, Chief Executive Officer,
Vice Chairman, the President, one of its Managing Directors or
one of its Vice Presidents without any further action by the
Bank hereunder.  Notwithstanding anything to the contrary
contained herein, the Trustee shall be fully protected in
relying upon the aforementioned authentication order and written
order in authenticating and delivering said Debentures.  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
Bank, 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 Bank 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 Bank, 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 Bank 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:

<PAGE>

    This is one of the Debentures referred to in the
within-mentioned Indenture.
    WILMINGTON TRUST COMPANY, as Trustee
    By /s/ Michele C. Harra
       __________________________________
       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 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 Bank 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 Bank 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 Bank 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 Bank, 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 Bank; and
any Debenture may be signed on behalf of the Bank by such
Persons as, at the actual date of the execution of such
Debenture, shall be the proper officers of the Bank, 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 Bank 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 Bank 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 Bank for such purpose as provided in Section
3.2, and the Bank shall execute, the Bank 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

<PAGE>

transfer of any Debenture at the Principal Office of the Trustee
or at any office or agency of the Bank maintained for such
purpose as provided in Section 3.2, the Bank shall execute, the
Bank 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 Bank 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 Bank 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 Bank 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 Bank 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 Bank 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 Bank, upon the advice of counsel expert in securities
law, in accordance with applicable law:

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

    THIS OBLIGATION IS SUBORDINATED TO CLAIMS OF DEPOSITORS, IS
UNSECURED, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE
BANK.

    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
(INCLUDING 12 U.S.C. 1 ET SEQ. AND 12 C.F.R. PART 16 PROMULGATED
THEREUNDER (THE "NATIONAL BANK SECURITIES LAWS")) AND 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 OTHER
APPLICABLE SECURITIES LAW, INCLUDING THE NATIONAL BANK
SECURITIES LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
ONLY (A) TO THE BANK, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER, AS APPLICABLE, THE
SECURITIES ACT OR THE NATIONAL BANK SECURITIES LAWS, (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

<PAGE>

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 THE NATIONAL
BANK SECURITIES LAWS, OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AS APPLICABLE,
THE SECURITIES ACT OR THE NATIONAL BANK SECURITIES LAWS, SUBJECT
TO THE BANK'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 BANK.

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

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

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

    Section 2.6.  Mutilated, Destroyed, Lost or Stolen
Debentures.  In case any Debenture shall become mutilated or be
destroyed, lost or stolen, the Bank 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 Bank 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 Bank

<PAGE>

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

    Section 2.7.  Temporary Debentures.  Pending the preparation
of definitive Debentures, the Bank 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 Bank.  Every such temporary
Debenture shall be executed by the Bank 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 Bank 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 Bank 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
Bank at its own expense and without any charge therefor except
that in case of any such exchange involving a registration of
transfer the Bank 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.

<PAGE>

    Each Debenture shall bear interest for the period beginning
on (and including) the date of original issuance and ending on
(but excluding) the Interest Payment Date in September 2011 at a
rate per annum of 7.14%, and shall bear interest for each
successive Distribution Period beginning on or after the
Interest Payment Date in September 2011 at a rate per annum
equal to the 3-Month LIBOR, determined as described in Section
2.10, plus 1.62% (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 quarterly in arrears on each Interest Payment Date
with the first installment of interest to be paid on the
Interest Payment Date in September 2006.

    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 Bank to the Persons in whose names such Debentures
(or their respective Predecessor Securities) are registered at
the close of business on a special record date for the payment
of such Defaulted Interest, which shall be fixed in the
following manner: the Bank 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 Bank 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
Bank of such special record date and, in the name and at the
expense of the Bank, 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 Bank may make payment of any Defaulted Interest on any
Debentures in any other lawful manner after notice given by the
Bank to the Trustee of the proposed payment method; provided,
however, the Trustee in its sole discretion deems such payment
method to be practical.

    The Bank shall not pay any interest on the Debentures while
it remains in default in the payment of any assessment due to
the FDIC; provided, that, if such default is due to a dispute
between the Bank and the FDIC over the amount of such
assessment, this limitation shall not apply, if the Bank
deposits security satisfactory to the FDIC for payment upon
final determination of the issue.

    The term "regular record date" as used in this Section shall
mean the close of business on the 15th Business Day 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.

<PAGE>

    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 Bank 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 Bank otherwise directs the
Trustee in writing.  If the Bank 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 Rate.  The amount of
interest payable (i) for any Distribution Period commencing on
or after the date of original issuance but before the Interest
Payment Date in September 2011 will be computed on the basis of
a 360-day year of twelve 30-day months, and (ii) for the
Distribution Period commencing on the Interest Payment Date in
September 2011 and each succeeding Distribution Period will be
calculated by applying the Interest Rate to the principal amount
outstanding at the commencement of the Distribution Period 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), 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 Moneyline 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.

<PAGE>

    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 Bank and any securities
exchange or interdealer quotation system on which the Debentures
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 Bank or any securities exchange or
interdealer quotation system, or any defect in said notice,
shall not affect the obligation of the Bank to make payment on
the Debentures at the applicable Coupon Rate.  Any error in the
calculation of the Coupon Rate by the Trustee may be corrected
at any time by notice delivered as above provided.  Upon the
request of a holder of a Debenture, the Trustee shall provide
the Coupon Rate then in effect and, if determined, the Coupon
Rate for the next Distribution Period.
    (e)  Subject to the corrective rights set forth above, all
certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or
obtained for the purposes of the provisions relating to the
payment and calculation of interest on the Debentures by the
Trustee will (in the absence of willful default, bad faith and
manifest error) be final, conclusive and binding on the Bank and
all of the holders of the Debentures, and no liability shall (in
the absence of willful default, bad faith or manifest error)
attach to the Trustee in connection with the exercise or
non-exercise by either of them or their respective powers,
duties and discretion.

    Section 2.11.  CUSIP Numbers.  The Bank 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 Bank will promptly notify the Trustee in writing of any
change in the CUSIP numbers.

                         ARTICLE III.
               PARTICULAR COVENANTS OF THE BANK
               ________________________________

    Section 3.1.  Payment of Principal, Premium and Interest;
Agreed Treatment of the Debentures.

    (a)  The Bank 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 Bank if a request for a wire transfer has
not been received by the Bank or (ii) by wire transfer

<PAGE>

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.

    (b)  The Bank 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.

    Section 3.2.  Offices for Notices and Payments, etc.  So
long as any of the Debentures remain outstanding, the Bank will
maintain in Wilmington, Delaware, 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 Bank
in respect of the Debentures or of this Indenture may be served.
The Bank 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
Bank 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 Bank
shall fail to maintain any such office or agency in Wilmington,
Delaware, or shall fail to give such notice of the location or
of any change in the location thereof, presentations and demands
may be made and notices may be served at the Principal Office of
the Trustee.

    In addition to any such office or agency, the Bank may from
time to time designate one or more offices or agencies outside
Wilmington, Delaware, where the Debentures may be presented for
registration of transfer and for exchange in the manner provided
in this Indenture, and the Bank may from time to time rescind
such designation, as the Bank may deem desirable or expedient;
provided, however, that no such designation or rescission shall
in any manner relieve the Bank of its obligation to maintain any
such office or agency in Wilmington, Delaware, for the purposes
above mentioned.  The Bank 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 Bank, 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 Bank 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 Bank 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 Bank (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

<PAGE>

        (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.

    (b)  If the Bank 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 Bank (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 Bank 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 Bank 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 Bank 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 Bank
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 Bank 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 Bank they would
normally have knowledge of any default during such fiscal year
by the Bank 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.  A
form of this Certificate is attached hereto as Exhibit B.

    Section 3.6.  Compliance with Consolidation Provisions.  The
Bank 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.

    Section 3.7.  Limitation on Dividends.  So long as any of
the Debentures remain outstanding, the Bank shall comply with
the provisions of 12 U.S.C. 56 and 60 relating to restrictions
on payments of capital stock dividends.  If there shall have
occurred and be continuing an Event of Default, then the Bank
shall not, and shall not allow any Affiliate of the Bank to make
any payment of principal of or interest or premium, if any, on
or repay, repurchase or redeem any debt securities of the Bank
or any Affiliate that rank pari passu in all respects with or
junior in interest to the Debentures.

<PAGE>

                          ARTICLE IV.
              SECURITYHOLDERS' LISTS AND REPORTS
              __________________________________
                  BY THE BANK AND THE TRUSTEE
                  ___________________________

    Section 4.1.    Securityholders' Lists.  The Bank covenants
and agrees that it will furnish or cause 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 Bank 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 or the OCC, if
permitted or required by applicable law, together with a copy of
the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be

<PAGE>

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 or the OCC, 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 or the OCC 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 the Bank and the Trustee that
neither the Bank 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)  a court of competent jurisdiction shall enter a decree
or order for relief in respect of the Bank 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 Bank 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

    (b)  the Bank 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 Bank
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.

    Section 5.2.  Acceleration of Maturity; Rescission and
Annulment.  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 Bank
(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, subject to the receipt by the Bank of prior approval
from the OCC for payment of such amounts, if then required under
applicable capital guidelines, regulations or policies of the
OCC.  Upon payment of such amounts, all obligations of the Bank
in respect of the payment of principal of and interest on the
Debentures shall terminate.

<PAGE>

    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 Bank 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 Defaults 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 Bank 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 Bank,
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 Bank, the Trustee and
the holders of the Debentures shall continue as though no such
proceeding had been taken.

    Section 5.3.    Defaults.  "Default," wherever used herein,
means any one of the following events (whatever the reason for
such Default and whether it shall be voluntary or involuntary or
be effected by operation of law pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any
administrative or governmental body):

    (a)  an Event of Default has occurred;

    (b)  the Bank fails to pay the principal of any Debenture at
the Maturity Date and such failure is continued for six days,
whether or not such payment is prohibited by Article XV hereof;
or

    (c)  the Bank fails to pay any installment of interest on an
Interest Payment Date and such failure is continued for 30 days,
whether or not such payment is prohibited by Article XV hereof.

    The Bank covenants that, if a Default shall occur, it will,
upon demand of the Trustee and subject to the approval of the
OCC, if then required, pay to the Trustee, for the benefit of
the Securityholders, the entire amount then due and payable on
the Debentures (x) in the case of a Default specified in clause
(a) or (b) above, for the principal and interest, if any, and
interest upon the overdue principal and, to the extent that
payment of such interest shall be legally enforceable, upon
overdue installments of interest, at the Interest Rate, and (y)
in the case of a Default specified in clause (c) above, for the
interest and, to the extent that payment of such interest shall
be legally enforceable, upon overdue installments of interest,
at the Interest Rate; and in each case, in addition thereto,
such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

    If the Bank fails to pay such amount forthwith upon such
demand and if the necessary OCC approval, if any, has been
obtained, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same
against the Bank or any other obligor

<PAGE>

upon the Debentures, and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property
of the Bank or any other obligor upon the Debentures wherever
situated.

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

    Section 5.4.  Trustee May File Proof of Claims.  In case
there shall be pending proceedings for the bankruptcy or for the
reorganization of the Bank 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 Bank
or such other obligor, or in the case of any other similar
judicial proceedings relative to the Bank or other obligor upon
the Debentures, or to the creditors or property of the Bank 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 5.4, 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 Bank or any other obligor on the Debentures, or to the
creditors or property of the Bank 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.

    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

<PAGE>

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 5.5.  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
Bank 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 Bank.

    Section 5.6.  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 a
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.

    Section 5.7.  Proceedings by Trustee.  In case of a 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,

<PAGE>

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 5.8.  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 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 5.6, 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 5.9.  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, and its consequences,
except a Default (a) in the payment of principal of, premium, if
any, or interest on any of the Debentures or (b) in respect of
covenants or provisions hereof which cannot be modified or
amended without the consent of the holder of each Debenture
affected.  Upon any such waiver, the Default covered thereby
shall be deemed to be cured for all purposes of this Indenture
and the Bank, 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 impair any right consequent
thereon.  Whenever any Default hereunder shall have been waived
as permitted by this Section, said Default shall for all
purposes of the Debentures and this Indenture be deemed to have
been cured and to be not continuing.

    Section 5.10.  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; 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.

<PAGE>

    Section 5.11.  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 5.11
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 Bank 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 a Default with respect to
the Debentures and after the curing or waiving of all Defaults
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 a 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 a Default with respect to
Debentures and after the curing or waiving of all Defaults 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 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

<PAGE>

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 Bank
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 Bank;

    (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 a
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;

    (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

<PAGE>

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 5.3(b)
or 5.3(c), the Trustee shall not be charged with knowledge of
any Default with respect to the Debentures unless a written
notice of such Default shall have been given to the Trustee by
the Bank 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
Bank, 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 Bank 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
Bank.  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 Bank,
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 Bank.

    Section 6.6.  Compensation and Expenses of Trustee.  The
Bank 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 Bank of acceptance or annual administration fees owing to
the Trustee pursuant to the services to be provided by the
Trustee under this Indenture or the fees and expenses of the
Trustee's counsel in connection with the closing of the
transactions contemplated by this Indenture.  The Bank 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 Bank
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

<PAGE>

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 a Default, 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 Bank.

    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 Bank may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the
Bank, 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.

    If the Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 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 Bank and by mailing notice thereof, at
the Bank's expense, to the holders of the Debentures at their
addresses as they shall appear on the Debenture

<PAGE>

Register.  Upon receiving such notice of resignation, the Bank
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 5.11, 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 Bank 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 Bank 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 Bank 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 5.11, 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 Bank 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 Bank 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.

    (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 Bank 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

<PAGE>

Debentures of its predecessor hereunder, with like effect as if
originally named as Trustee herein; but, nevertheless, on the
written request of the Bank 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 Bank 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 Bank, 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 Bank 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 Bank 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 Bank.

    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
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.

<PAGE>

    Section 6.12.  Authenticating Agents.  There may be one or
more Authenticating Agents appointed by the Trustee upon the
request of the Bank 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 Bank 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 Bank.
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 Bank.  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 Bank
shall, promptly appoint a successor Authenticating Agent
eligible under this Section 6.12, shall give written notice of
such appointment to the Bank 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 Bank 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.

                          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

<PAGE>

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 Bank shall solicit from the Securityholders any
request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same, the Bank 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 Bank 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
Bank, 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 Bank 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.

    Section 7.4.  Debentures Owned by Bank 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 Bank 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 Bank 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

<PAGE>

the satisfaction of the Trustee the pledgee's right to vote such
Debentures and that the pledgee is not the Bank or any such
other obligor or Person directly or indirectly controlling or
controlled by or under direct or indirect common control with
the Bank 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 Bank 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.

    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 Bank is not a holder of
Debentures, to the Bank.  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 Bank or Securityholders.
In case at any time the Bank 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

<PAGE>

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 Bank 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 Bank 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 Bank or by Securityholders as provided in
Section 8.3, in which case the Bank 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 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

<PAGE>

delivered to the Bank 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 Bank, 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,
without the consent of the Securityholders, for one or more of
the following purposes:

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

    (b)  to add to the covenants of the Bank 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

<PAGE>

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
(for purposes of assuring that no registration of Debentures is
required under the Securities Act or the National Bank
Securities Laws); provided, however, that any such action shall
not adversely affect the interests of the holders of the
Debentures then outstanding;

    (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 Bank 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.

    Any supplemental indenture authorized by the provisions of
this Section 9.1 may be executed by the Bank 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 Bank, 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

<PAGE>

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.

    Upon the request of the Bank 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 Bank 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 Bank 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 Bank, 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
Bank 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.

    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 Bank or the Trustee shall
so determine, new Debentures so modified as to conform, in the
opinion of the Board of Directors of the Bank, to any
modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Bank,
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.

<PAGE>

                          ARTICLE X.
                  REDEMPTION OF SECURITIES
                  ________________________

    Section 10.1.  Optional Redemption.  The Bank shall have the
right (subject to the receipt by the Bank of prior written
approval by the OCC, if then required under applicable
regulations of the OCC) 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
the Interest Payment Date in September 2011 (the "Redemption
Date") at the Redemption Price.

    Section 10.2.  Notice of Redemption; Selection of
Debentures.  In case the Bank 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 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, the Redemption Price 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 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, the Bank will deposit with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the
Redemption Date all the Debentures so called for redemption at
the appropriate Redemption Price.

    If all, or less than all, the Debentures are to be redeemed,
the Bank will give the Trustee notice not less than 45 nor more
than 60 days, respectively, prior to the Redemption Date, 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 10.3.  Payment of Debentures Called for Redemption.
If notice of redemption has been given as provided in Section
10.2, the Debentures or portions of Debentures with respect to
which such notice has been given shall become due and payable on
the Redemption Date and at the place or places stated in such
notice at the applicable Redemption Price (unless the Bank shall
default in the payment of such Debentures at the Redemption
Price) 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 Bank at the applicable
Redemption Price.

    Upon presentation of any Debenture redeemed in part only,
the Bank shall execute and the Trustee shall authenticate and
make available for delivery to the holder thereof, at the
expense of the

<PAGE>

Bank, 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.  Bank May Consolidate, etc., on Certain Terms.
Nothing contained in this Indenture or in the Debentures shall
prevent any consolidation or merger of the Bank with or into any
other Person (whether or not affiliated with the Bank) or
successive consolidations or mergers in which the Bank or its
successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or other disposition of
the property of the Bank or its successor or successors as an
entirety, or substantially as an entirety, to any other Person
(whether or not affiliated with the Bank, or its successor or
successors) authorized to acquire and operate the same;
provided, however, that the Bank hereby covenants and agrees
that, upon any such consolidation, merger (where the Bank 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
Bank, 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 Bank shall have been merged, or by the entity which
shall have acquired such property.

    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
Bank, such successor entity shall succeed to and be substituted
for the Bank, with the same effect as if it had been named
herein as the Bank, 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 Bank and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor
entity instead of the Bank 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 Bank, 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.  Transfer of Obligations by OCC.
Notwithstanding any other provisions of this Indenture,
including without limitation those set forth in Articles III, V
and XV, it is expressly understood and agreed that the OCC or
any receiver or conservator of the Bank appointed by the OCC
shall have the right in the performance of its legal duties, and
as part of liquidation designed to protect or further the
continued existence of the Bank or the rights of any parties or
agencies with an interest in, or claim against, the Bank or its
assets, to transfer or direct the transfer of the obligations of
this Indenture to any bank or bank holding company selected by
such official which shall expressly assume the obligation of the
due and punctual payment of the unpaid principal, and interest
and premium, if any, on the Debentures and the due and punctual
performance of all covenants and conditions; and the completion
of

<PAGE>

such transfer and assumption shall serve to supersede and void
any default, acceleration or subordination which may have
occurred, or which may occur due or related to such transaction,
plan, transfer or assumption, pursuant to the provisions of this
Indenture, and shall serve to return the Securityholder to the
same position, other than for substitution of the obligor, it
would have occupied had no default, acceleration or
subordination occurred; except that any interest and principal
previously due, other than by reason of acceleration, and not
paid shall, in the absence of a contrary agreement by the
Securityholder, be deemed to be immediately due and payable as
of the date of such transfer and assumption, together with the
interest from its original due date at the rate provided for
herein.

    Section 11.4.  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 Bank 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 Bank 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 Bank in accordance with the
provisions of Section 12.4, or (2) paid to any state or
to the District of Columbia pursuant to its unclaimed
property or similar laws,


and if in the case of either clause (a) or clause (b) the Bank
shall also pay or cause to be paid all other sums payable
hereunder by the Bank, 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 Bank 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 Bank, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.
The Bank 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.

<PAGE>

    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 Bank 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 Bank, 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 Bank by the Trustee or such paying agent on
written demand; and the holder of any of the Debentures shall
thereafter look only to the Bank 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 Bank
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 Bank or of any successor Person of the
Bank, either directly or through the Bank or any successor
Person of the Bank, 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.

                          ARTICLE XIV.
                    MISCELLANEOUS PROVISIONS
                    ________________________

    Section 14.1.  Successors.  All the covenants, stipulations,
promises and agreements of the Bank 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 Bank 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 Bank.

    Section 14.3.  Surrender of Bank Powers.  The Bank 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 Bank and
thereupon such power so surrendered shall terminate both as to
the Bank, and as to any permitted successor.

<PAGE>

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 Bank 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 Bank, with the Trustee for the
purpose) to the Bank, 101 East Main Street, Mount Joy,
Pennsylvania  17552, Attention:  Clement M. Hoober.  Any notice,
consent, direction, request, authorization, waiver or demand by
any Securityholder or the Bank 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, Rodney Square North, 1100
North Market Street, Wilmington, Delaware  19890-1600,
Attention:  Corporate Trust Administration.  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 Bank to the
Trustee to take any action under any of the provisions of this
Indenture, the Bank 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 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 Bank 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
Bank, provided

<PAGE>

that, in the event of any such assignment, the Bank 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.  In
addition, the obligations of the Bank may be assigned in
accordance with Section 11.3.  This Indenture may not otherwise
be assigned by the parties hereto.

                           ARTICLE XV.
                  SUBORDINATION OF DEBENTURES
                  ___________________________

    Section 15.1.  Agreement to Subordinate.  The Bank 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 Bank of the principal of, and premium, if
any, and interest on all Debentures shall, to the extent and in
the manner hereinafter set forth, be subordinated and junior in
right of payment to the prior payment in full of all Senior
Indebtedness of the Bank, 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 Bank in the
payment of principal, premium, interest or any other payment due
on any Senior Indebtedness of the Bank following any grace
period, or in the event that the maturity of any Senior
Indebtedness of the Bank 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 Bank 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 Bank or distribution of assets of the Bank of
any kind or character, whether in cash, property or securities,
to creditors upon any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshaling of assets and
liabilities or similar proceedings or any liquidation or winding
up of or relating to the Bank, whether voluntary or involuntary,
all amounts due upon all Senior Indebtedness of the Bank 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
Bank, on account of the principal (and premium, if any) or
interest on the Debentures.  In the event of any such
proceedings, any payment by the Bank, or distribution of assets
of the Bank 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 Bank, except for the provisions
of this Article XV, shall be paid by the Bank, 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

<PAGE>

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 Bank) 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 Bank of any kind or
character, whether in cash, property or securities, prohibited
by the foregoing, shall be received by the Trustee before all
Senior Indebtedness is paid in full, or provision is made for
such payment in money in accordance with its terms, such payment
or distribution shall be held in trust for the benefit of and
shall be paid over or delivered to the holders of such Senior
Indebtedness or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which
any instruments evidencing such Senior Indebtedness may have
been issued, as their respective interests may appear, as
calculated by the Bank, 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 Bank as reorganized or readjusted, or securities of the Bank
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 Bank
with, or the merger of the Bank into, another corporation or the
liquidation or dissolution of the Bank 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 Bank, 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 Bank, its
creditors other than holders of Senior Indebtedness of the Bank,
and the holders of the Debentures be deemed to be a payment or
distribution by the Bank 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.

<PAGE>

    Nothing contained in this Article XV or elsewhere in this
Indenture or in the Debentures is intended to or shall impair,
as between the Bank, its creditors other than the holders of
Senior Indebtedness, and the holders of the Debentures, the
obligation of the Bank, 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 Bank, 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 Bank, received upon the exercise of any such remedy.

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

<PAGE>

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 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 Bank 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 Bank, or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the
Bank, 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 Bank, and any
other Person.

             Signatures appear on the following page

<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.

                            UNION NATIONAL COMMUNITY BANK


                            By /s/ Mark D. Gainer
                            ____________________________
                              Name: Mark D. Gainer
                              Title: Chairman/CEO

                            WILMINGTON TRUST COMPANY, as Trustee


                            By /s/ Michele C. Harra
                            ____________________________
                              Name: Michele C. Harra
                              Title: Financial Services Officer
<PAGE>

                           EXHIBIT A
      FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEBENTURE

                    [FORM OF FACE OF SECURITY]

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

    THIS OBLIGATION IS SUBORDINATED TO CLAIMS OF DEPOSITORS, IS
UNSECURED, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE
BANK.

    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
(INCLUDING 12 U.S.C. 1 ET SEQ. AND 12 C.F.R. PART 335
PROMULGATED THEREUNDER (THE "NATIONAL BANK SECURITIES LAWS"))
AND 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 OTHER APPLICABLE SECURITIES LAW, INCLUDING THE NATIONAL
BANK SECURITIES LAWS.  THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER
THIS SECURITY ONLY (A) TO THE BANK, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER,
AS APPLICABLE, THE SECURITIES ACT OR THE NATIONAL BANK
SECURITIES LAWS, (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 THE NATIONAL
BANK SECURITIES LAWS, OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AS APPLICABLE,
THE SECURITIES ACT OR THE NATIONAL BANK SECURITIES LAWS, SUBJECT
TO THE BANK'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 BANK.

    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

<PAGE>

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

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

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

    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.

    [CUSIP NO. [_______]  **To be inserted at the request of the
    Holder]

          Fixed/Floating Rate Junior Subordinated Debenture
                              of
                 Union National Community Bank
                        July 28, 2006

    Union National Community Bank, a national banking
association organized under the laws of the United States of
America (the "Bank" which term includes any successor Person
under the Indenture hereinafter referred to), for value received
promises to pay to First Tennessee Bank National Association or
registered assigns, the principal sum of six million dollars
($6,000,000.00) on September 15, 2021, and to pay interest on
said principal sum from July 28, 2006, or from the most recent
Interest Payment Date (as defined below) to which interest has
been paid or duly provided for, quarterly in arrears on March
15, June 15, September 15 and December 15 of each year or if
such day is not a Business Day, then the next succeeding
Business Day (each such date, an "Interest Payment Date") (it
being understood that interest accrues for any such non-Business
Day during the applicable Distribution Period, beginning on or
after September 15, 2011), commencing on the Interest Payment
Date in September 2006, at an annual rate equal to 7.14%
beginning on (and including) the date of original issuance and
ending on (but excluding)

<PAGE>

the Interest Payment Date in September 2011 and at an annual
rate for each successive period beginning on (and including) the
Interest Payment Date in September 2011, 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
1.62% (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 until they are
paid or made available for payment.  The amount of interest
payable (i) for any Distribution Period commencing on or after
the date of original issuance but before the Interest Payment
Date in September 2011 will be computed on the basis of a
360-day year of twelve 30-day months, and (ii) for the
Distribution Period commencing on the Interest Payment Date in
September 2011 and each succeeding Distribution Period will be
computed on the basis of the actual number of days in the
Distribution Period concerned divided by 360.  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 Business 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 Moneyline 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.

<PAGE>

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

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

    The principal of and interest on this Debenture shall be
payable at the office or agency of the Trustee (or other paying
agent appointed by the Bank) 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 Bank
or by wire transfer to an account appropriately designated by
the holder hereof.

    The indebtedness of the Bank evidenced by this Debenture
shall be subordinate and junior in right of payment to all
claims (including post default interest in the case of
liquidation of the Bank) against the Bank, incurred, assumed or
guaranteed by the Bank, having the same priority as the Bank's
obligations to its depositors, its obligations under bankers'
acceptances and letters of credit, and its obligations to any
other creditors (including its obligations to the Federal
Reserve, FDIC, and any rights acquired by the FDIC as a result
of loans made by the FDIC to the Bank or the purchase or
guarantee of any of its assets by the FDIC pursuant to the
provisions of 12 USC Section 1823(c), (d) or (e)), whether now
outstanding or hereafter incurred, or any higher priority, and
the principal, premium, if any, and interest in respect thereof,
whether incurred on or prior to the date of this Indenture or
thereafter incurred.  Notwithstanding the foregoing, the
indebtedness of the Bank evidenced by this Debenture shall not
be subordinate and junior in right of payment to obligations
with respect to which 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.
The obligations that are senior in right of payment to this
Debenture shall continue to be senior and be entitled to the
subordination provisions irrespective of any amendment,
modification or waiver of any term of such senior obligations.

    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.

            Signatures appear on the following page

<PAGE>


    IN WITNESS WHEREOF, the Bank has duly executed this
certificate.
                            UNION NATIONAL COMMUNITY BANK

                            By /s/ Mark D. Gainer
                              ________________________________
                              Name:  Mark D. Gainer
                              Title: Chairman/CEO

                 CERTIFICATE OF AUTHENTICATION
                 _____________________________

    This is one of the Debentures referred to in the
within-mentioned Indenture.
                            WILMINGTON TRUST COMPANY, as Trustee

                            By/s/ Michele C. Harra
                              ________________________________
                              Authorized Officer

<PAGE>


                  [FORM OF REVERSE OF DEBENTURE]

    This Debenture is one of the fixed/floating rate junior
subordinated debentures of the Bank, all issued or to be issued
under and pursuant to the Indenture dated as of July 28, 2006
(the "Indenture"), duly executed and delivered between the Bank
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 Bank and
the holders of the Debentures.  The Debentures are limited in
aggregate principal amount as specified in the Indenture.

    The Bank 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 the Interest Payment Date in September 2011, at the
Redemption Price.

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

    If all, or less than all, the Debentures are to be redeemed,
the Bank will give the Trustee notice not less than 45 nor more
than 60 days, respectively, prior to the Redemption Date 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 Bank 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, including the receipt of any and all required
regulatory approvals.

    The Indenture contains provisions permitting the Bank 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 behalf of the holders of
all of the Debentures to waive (or modify any previously granted
waiver of) any past Default, and its consequences, except a
default (a) in the payment of principal of, premium, if any, or
interest on any of the Debentures or (b) in respect of covenants
or provisions hereof which cannot be modified or amended without
the consent of the holder of each Debenture affected.  Upon any
such waiver, the default covered thereby shall be deemed to be
cured for all purposes of the Indenture and the Bank, the
Trustee and the holders of the

<PAGE>

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 Default or impair any
right consequent thereon.  Whenever any default or Default
hereunder shall have been waived as permitted by the Indenture,
said default or Default shall for all purposes of the Debentures
and the Indenture be deemed to have been cured and to be not
continuing.

    In the event of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt,
marshaling of assets and liabilities or similar proceedings or
any liquidation or winding up of or relating to the Bank,
whether voluntary or involuntary, all such obligations shall be
entitled to be paid in full before any payment shall be made on
account of the principal of, or premium, if any, or interest
(including Additional Interest), on this Debenture.  In the
event of any such proceedings, after payment in full of all sums
owing on such prior obligations, the holder of this Debenture,
together with any obligations of the Bank ranking on a parity
with the Debentures, shall be entitled to be paid from the
remaining assets of the Bank the unpaid principal thereof and
any unpaid premium, if any, and interest (including Additional
Interest) before any payment or other distribution, whether in
cash, property, or otherwise, shall be made on account of any
capital stock or any obligations of the Bank ranking junior to
the Debentures.  Nothing herein shall impair the obligation of
the Bank, which is absolute and unconditional, to pay the
principal of and any premium and interest (including Additional
Interest) on this Debenture according to its terms.

    Notwithstanding any other provisions of this Debenture,
including specifically those set forth in Articles III, V and XV
of the Indenture, it is expressly understood and agreed that the
OCC or any receiver or conservator of the Bank appointed by the
OCC shall have the right in the performance of his legal duties,
and as part of liquidation designed to protect or further the
continued existence of the Bank or the rights of any parties or
agencies with an interest in, or claim against, the Bank or its
assets, to transfer or direct the transfer of the obligations of
this Debenture to any bank or bank holding company selected by
such official which shall expressly assume the obligation of the
due and punctual payment of the unpaid principal, and interest
(including Additional Interest) and premium, if any, on this
Debenture and the due and punctual performance of all covenants
and conditions; and the completion of such transfer and
assumption shall serve to supersede and void any default,
acceleration or subordination which may have occurred, or which
may occur due or related to such transaction, plan, transfer or
assumption, pursuant to the provisions of this Debenture, and
shall serve to return the Securityholder to the same position,
other than for substitution of the obligor, it would have
occupied had no default, acceleration or subordination occurred;
except that any interest (including Additional Interest) and
principal previously due, other than by reason of acceleration,
and not paid shall, in the absence of a contrary agreement by
the Securityholder, be deemed to be immediately due and payable
as of the date of such transfer and assumption, together with
the interest from its original due date at the rate provided for
herein.

    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 Bank.  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 Bank
maintained for such purpose as provided in Section 3.2 of the
Indenture, the Bank shall execute, the Bank 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
Bank 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 Bank and the
Trustee or the Authenticating Agent duly executed by the

<PAGE>

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 Bank 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 Bank, 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 Bank
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 Bank 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 Bank or of any successor Person of the
Bank, either directly or through the Bank or any successor
Person of the Bank, 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 Bank.

    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.

<PAGE>

                          EXHIBIT B

                 FORM OF CERTIFICATE TO TRUSTEE

    Pursuant to Section 3.5 of the Indenture between Union
National Community Bank, as the Bank (the "Bank"), and
Wilmington Trust Company, as Trustee, dated as of July 28, 2006
(the "Indenture"), the undersigned hereby certifies as follows:

    1.  In my capacity as an officer of the Bank, I would
        normally have knowledge of any default by the Bank
        during the last fiscal year in the performance of any
        covenants of the Bank contained in the Indenture.

    2.  [To my knowledge, the Bank is not in default in the
        performance of any covenants contained in the Indenture.
        or, alternatively:
        I am aware of the default(s) in the performance of
        covenants in the Indentures, as specified below.]

    Capitalized terms used herein, and not otherwise defined
herein, have the respective meanings ascribed thereto in the
Indenture.

    IN WITNESS WHEREOF, the undersigned has executed this
Certificate.

Date:
                              ________________________________
                              Name:
                              Title:


</PAGE>