<PAGE>


                                                                    EXHIBIT 4.16

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



                                 ONBANCorp, Inc.

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




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


                                    INDENTURE

                          Dated as of February 4, 1997

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




                              THE BANK OF NEW YORK

                                   as Trustee

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


              JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

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


<PAGE>


TIE-SHEET

      of provisions of Trust Indenture Act of 1939 with Indenture
dated as of February 4, 1997 between ONBANCorp, Inc. and The Bank
of New York, Trustee:

<TABLE>
<CAPTION>

ACT SECTION                                                 INDENTURE SECTION

<S>                                                              <C>
310(a)(1).................................................................6.09
   (a)(2) ................................................................6.09
310(a)(3)..................................................................N/A
   (a)(4)..................................................................N/A
310(a)(5)...........................................................6.10, 6.11
310(b)  ...................................................................N/A
310(c)  ..................................................................6.13
311(a) and (b).............................................................N/A
311(c)  .........................................................4.01, 4.02(a)
312(a)  ..................................................................4.02
312(b) and (c)............................................................4.04
313(a)  ..................................................................4.04
313(b)(1).................................................................4.04
313(b)(2).................................................................4.04
313(c)  ..................................................................4.04
313(d)  ..................................................................4.04
314(a)  ..................................................................4.03
314(b)  ...................................................................N/A
314(c)(1) and (2).........................................................6.07
314(c)(3)..................................................................N/A
314(d)  ...................................................................N/A
314(e)  ..................................................................6.07
314(f)  ...................................................................N/A
315(a)(c) and (d).........................................................6.01
315(b)  ..................................................................5.08
315(e)  ..................................................................5.09
316(a)(1) ................................................................5.07
316(a)(2) .................................................................N/A
316(a) last sentence .....................................................2.09
316(b)  ..................................................................9.02
317(a)  ..................................................................5.05
317(b)  ..................................................................6.05
318(a)  .................................................................13.08

</TABLE>

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

      THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.

<PAGE>

<TABLE>
<CAPTION>

                               TABLE OF CONTENTS*
                                                                            Page
                                                                            ----
<S>         <C>                                                             <C>
      ARTICLE I

                                  DEFINITIONS..............................  1
            SECTION 1.01.  Definitions.....................................  1
            Additional Interest............................................  2
            Adjusted Treasury Rate.........................................  2
            Affiliate......................................................  2
            Authenticating Agent...........................................  2
            Bankruptcy Law.................................................  2
            Board of Directors.............................................  2
            Board Resolution...............................................  2
            Business Day...................................................  2
            Capital Securities.............................................  2
            Capital Securities Guarantee...................................  3
            Commission.....................................................  3
            Common Securities..............................................  3
            Common Securities Guarantee....................................  3
            Common Stock...................................................  3
            Company........................................................  3
            Company Request................................................  3
            Comparable Treasury Issue......................................  4
            Comparable Treasury Price......................................  4
            Compounded Interest............................................  4
            Custodian......................................................  4
            Declaration....................................................  4
            Default........................................................  4
            Deferred Interest..............................................  4
            Definitive Securities..........................................  4
            Depositary.....................................................  4
            Dissolution Event..............................................  5
            Event of Default...............................................  5
            Exchange Act...................................................  5
            Exchange Offer.................................................  5
            Extended Interest Payment Period...............................  5
            Federal Reserve................................................  5
            Global Security................................................  5
            Indebtedness for Money Borrowed................................  5
            Indebtedness Ranking on a Parity with the Securities...........  5
            Indebtedness Ranking Junior to the Securities..................  6
            Indenture......................................................  6
            Initial Optional Prepayment Date...............................  6
            Interest Payment Date..........................................  6
            Liquidated Damages.............................................  6
            Maturity Date..................................................  6
            Mortgage.......................................................  6

</TABLE>

------------------------------
*     THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE
      DEEMED TO BE A PART OF THE INDENTURE.

                                        i

<PAGE>

<TABLE>

<S>                                                                          <C>
            Non Book-Entry Capital Securities..............................  6
            Officers.......................................................  6
            Officers' Certificate..........................................  6
            OnBank Capital Trust...........................................  7
            Opinion of Counsel.............................................  7
            Optional Prepayment Price......................................  7
            Other Debentures...............................................  7
            Other Guarantees...............................................  7
            outstanding....................................................  7
            Person.........................................................  8
            Predecessor Security...........................................  8
            Principal Office of the Trustee................................  8
            Purchase Agreement.............................................  8
            Property Trustee...............................................  8
            Quotation Agent................................................  8
            Prepayment Price...............................................  8
            Reference Treasury Dealer......................................  8
            Reference Treasury Dealer Quotations...........................  8
            Registration Rights Agreement..................................  8
            Regulatory Capital Event.......................................  9
            Responsible Officer............................................  9
            Restricted Security............................................  9
            Rule 144A......................................................  9
            Securities.....................................................  9
            Securities Act.................................................  9
            Securityholder.................................................  9
            holder of Securities...........................................  9
            Security Register.............................................. 10
            Senior Indebtedness............................................ 10
            Series A Securities............................................ 10
            Series B Securities............................................ 10
            Special Event.................................................. 10
            Special Event Prepayment Price................................. 10
            Subsidiary..................................................... 10
            Tax Event...................................................... 11
            Trustee........................................................ 11
            Trust Indenture Act of 1939.................................... 11
            Trust Securities............................................... 11
            U.S. Government Obligations.................................... 11

      ARTICLE II

                                  SECURITIES............................... 12
            SECTION 2.01.  Forms Generally................................. 12
            SECTION 2.02.  Execution and Authentication.................... 12
            SECTION 2.03.  Form and Payment................................ 13
            SECTION 2.04.  Legends......................................... 13
            SECTION 2.05.  Global Security................................. 13
            SECTION 2.06   Interest........................................ 15
            SECTION 2.07.  Transfer and Exchange........................... 16
            SECTION 2.08.  Replacement Securities.......................... 18
            SECTION 2.09.  Temporary Securities............................ 19

</TABLE>


                                       ii

<PAGE>

<TABLE>

<S>         <C>                                                            <C>
            SECTION 2.10.  Cancellation.................................... 19
            SECTION 2.11.  Defaulted Interest.............................. 19
            SECTION 2.12.  CUSIP Numbers................................... 21

      ARTICLE III

                      PARTICULAR COVENANTS OF THE COMPANY.................. 21
            SECTION 3.01.  Payment of Principal, Premium and
                           Interest........................................ 21
            SECTION 3.02.  Offices for Notices and Payments, etc........... 21
            SECTION 3.03.  Appointments to Fill Vacancies in
                           Trustee's Office................................ 22
            SECTION 3.04.  Provision as to Paying Agent.................... 22
            SECTION 3.05.  Certificate to Trustee.......................... 23
            SECTION 3.06.  Compliance with Consolidation
                           Provisions...................................... 23
            SECTION 3.07.  Limitation on Dividends......................... 24
            SECTION 3.08.  Covenants as to OnBank Capital Trust............ 24
            SECTION 3.09.  Payment of Expenses............................. 25
            SECTION 3.10.  Payment Upon Resignation or Removal............. 26

      ARTICLE IV

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE........................ 26
            SECTION 4.01.  Securityholders' Lists.......................... 26
            SECTION 4.02.  Preservation and Disclosure of Lists............ 27
            SECTION 4.03.  Reports by Company.............................. 28
            SECTION 4.04.  Reports by the Trustee.......................... 30

      ARTICLE V

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT.......................... 30
            SECTION 5.01.  Events of Default............................... 30
            SECTION 5.02.  Payment of Securities on Default; Suit
                           Therefor........................................ 32
            SECTION 5.03.  Application of Moneys Collected by
                           Trustee......................................... 34
            SECTION 5.04.  Proceedings by Securityholders.................. 34
            SECTION 5.05.  Proceedings by Trustee.......................... 36
            SECTION 5.06.  Remedies Cumulative and Continuing.............. 36
            SECTION 5.07.  Direction of Proceedings and Waiver of
                           Defaults by Majority of Securityholders......... 36
            SECTION 5.08.  Notice of Defaults.............................. 37
            SECTION 5.09.  Undertaking to Pay Costs........................ 38

      ARTICLE VI

                            CONCERNING THE TRUSTEE......................... 38
            SECTION 6.01.  Duties and Responsibilities of Trustee.......... 38
            SECTION 6.02.  Reliance on Documents, Opinions, etc............ 40

</TABLE>


                                       iii
<PAGE>

<TABLE>

<S>         <C>                                                            <C>
            SECTION 6.03.  No Responsibility for Recitals, etc............. 41
            SECTION 6.04.  Trustee, Authenticating Agent, Paying
                           Agents, Transfer Agents or Registrar May
                           Own Securities.................................. 41
            SECTION 6.05.  Moneys to be Held in Trust...................... 41
            SECTION 6.06.  Compensation and Expenses of Trustee............ 42
            SECTION 6.07.  Officers' Certificate as Evidence............... 43
            SECTION 6.08.  Conflicting Interest of Trustee................. 43
            SECTION 6.09.  Eligibility of Trustee.......................... 43
            SECTION 6.10.  Resignation or Removal of Trustee............... 44
            SECTION 6.11.  Acceptance by Successor Trustee................. 45
            SECTION 6.12.  Succession by Merger, etc....................... 46
            SECTION 6.13.  Limitation on Rights of Trustee as a
                           Creditor........................................ 46
            SECTION 6.14.  Authenticating Agents........................... 47

      ARTICLE VII

                        CONCERNING THE SECURITYHOLDERS..................... 48

            SECTION 7.01.  Action by Securityholders....................... 48
            SECTION 7.02.  Proof of Execution by Securityholders........... 49
            SECTION 7.03.  Who Are Deemed Absolute Owners.................. 49
            SECTION 7.04.  Securities Owned by Company Deemed Not
                           Outstanding..................................... 49
            SECTION 7.05.  Revocation of Consents; Future Holders
                           Bound........................................... 50

      ARTICLE VIII

                           SECURITYHOLDERS' MEETINGS....................... 50
            SECTION 8.01.  Purposes of Meetings............................ 50
            SECTION 8.02.  Call of Meetings by Trustee..................... 51
            SECTION 8.03.  Call of Meetings by Company or
                           Securityholders................................. 51
            SECTION 8.04.  Qualifications for Voting....................... 51
            SECTION 8.05.  Regulations..................................... 52
            SECTION 8.06.  Voting.......................................... 52

      ARTICLE IX

                                  AMENDMENTS............................... 53
            SECTION 9.01.  Without Consent of Securityholders.............. 53
            SECTION 9.02.  With Consent of Securityholders................. 54
            SECTION 9.03.  Compliance with Trust Indenture Act;
                           Effect of Supplemental Indentures............... 55
            SECTION 9.04.  Notation on Securities.......................... 56
            SECTION 9.05.  Evidence of Compliance of Supplemental
                           Indenture to be Furnished Trustee............... 56

</TABLE>


                                       iv
<PAGE>

<TABLE>

<S>         <C>                                                             <C>
      ARTICLE X

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE........... 56
            SECTION 10.01. Company May Consolidate, etc., on Cer-
                           tain Terms...................................... 56
            SECTION 10.02. Successor Corporation to be Substituted
                           for Company..................................... 57
            SECTION 10.03. Opinion of Counsel to be Given Trustee.......... 58

      ARTICLE XI

                    SATISFACTION AND DISCHARGE OF INDENTURE................ 58
            SECTION 11.01. Discharge of Indenture.......................... 58
            SECTION 11.02. Deposited Moneys and U.S. Government
                           Obligations to be Held in Trust by
                           Trustee......................................... 59
            SECTION 11.03. Paying Agent to Repay Moneys Held............... 59
            SECTION 11.04. Return of Unclaimed Moneys...................... 59
            SECTION 11.05. Defeasance Upon Deposit of Moneys or
                           U.S. Government Obligations..................... 59

      ARTICLE XII

                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                            OFFICERS AND DIRECTORS......................... 61
            SECTION 12.01. Indenture and Securities Solely Corporate
                           Obligations..................................... 61

      ARTICLE XIII

                           MISCELLANEOUS PROVISIONS........................ 62
            SECTION 13.01. Successors...................................... 62
            SECTION 13.02. Official Acts by Successor Corporation.......... 62
            SECTION 13.03. Surrender of Company Powers..................... 62
            SECTION 13.04. Addresses for Notices, etc...................... 62
            SECTION 13.05. Governing Law................................... 62
            SECTION 13.06. Evidence of Compliance with Conditions
                           Precedent....................................... 63
            SECTION 13.07. Business Days................................... 63
            SECTION 13.08. Trust Indenture Act to Control.................. 63
            SECTION 13.09. Table of Contents, Headings, etc................ 64
            SECTION 13.10. Execution in Counterparts....................... 64
            SECTION 13.11. Separability.................................... 64
            SECTION 13.12. Assignment...................................... 64
            SECTION 13.13. Acknowledgement of Rights....................... 64

      ARTICLE XIV

                           Prepayment OF SECURITIES --
                      MANDATORY AND OPTIONAL SINKING FUND.................. 65
            SECTION 14.01. Special Event Prepayment........................ 65
            SECTION 14.02. Optional Prepayment by Company.................. 65

</TABLE>


                                        v
<PAGE>

<TABLE>

<S>         <C>                                                            <C>
            SECTION 14.03. No Sinking Fund................................. 66
            SECTION 14.04. Notice of Prepayment; Selection of Secu-
                           rities.......................................... 66
            SECTION 14.05. Payment of Securities Called for Prepay-
                           ment............................................ 67

ARTICLE XV

                          SUBORDINATION OF SECURITIES...................... 69
            SECTION 15.01. Agreement to Subordinate........................ 69
            SECTION 15.02. Default on Senior Indebtedness.................. 69
            SECTION 15.03. Liquidation; Dissolution; Bankruptcy............ 70
            SECTION 15.04. Subrogation..................................... 71
            SECTION 15.05. Trustee to Effectuate Subordination............. 72
            SECTION 15.06. Notice by the Company........................... 72
            SECTION 15.07. Rights of the Trustee; Holders of Senior
                           Indebtedness.................................... 74
            SECTION 15.08. Subordination May Not Be Impaired............... 74

ARTICLE XVI

                     EXTENSION OF INTEREST PAYMENT PERIOD.................. 75
            SECTION 16.01. Extension of Interest Payment Period............ 75
            SECTION 16.02. Notice of Extension............................. 76

EXHIBIT A..................................................................A-1

</TABLE>

Testimonium
Signatures
Acknowledgements


                                       vi
<PAGE>

            THIS INDENTURE, dated as of February 4, 1997, between ONBANCorp,
Inc., a Delaware corporation (hereinafter sometimes called the "Company"), and
The Bank of New York, a New York banking corporation, as trustee (hereinafter
sometimes called the "Trustee"),

                              W I T N E S S E T H :

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

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01.  Definitions.

            The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), or which are by
reference therein defined in the Securities Act, shall (except as herein
otherwise expressly provided or unless the context otherwise requires) have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
The following terms have the meanings given to them in the Declaration: (i)
Clearing Agency; (ii) Delaware Trustee; (iii) Capital Security Certificate; (iv)
Property Trustee; (v) Administrative Trustees; (vi) Series A Capital Securities;
(vii) Series B Capital Securities; (viii) Direct Action; and (ix) Distributions.
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 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. Headings are used for convenience of reference only and do
not affect interpretation. The singular includes the plural and vice versa.

            "Additional Interest" shall have the meaning set forth in Section
2.06(c).

<PAGE>

            "Adjusted Treasury Rate" means, with respect to any redemption date
pursuant to Section 14.01, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date plus (i)
1.85% if such redemption date occurs on or prior to January 31, 1998 and (ii)
1.25% in all other cases.

            "Affiliate" means, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding the power to vote
10% or more of the outstanding voting securities or other ownership interests of
the specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

            "Authenticating Agent" shall mean any agent or agents of the Trustee
which at the time shall be appointed and acting pursuant to Section 6.14.

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

            "Board of Directors" shall mean either the Board of Directors of the
Company or any duly authorized committee of that board.

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

            "Business Day" shall mean, with respect to any series of Securities,
any day other than a Saturday or a Sunday or a day on which banking institutions
in The City of New York or Syracuse, New York are authorized or required by law
or executive order to close.

            "Capital Securities" shall mean undivided beneficial interests in
the assets of OnBank Capital Trust which rank PARI PASSU with the Common
Securities issued by OnBank Capital Trust; PROVIDED, HOWEVER, that if an Event
of Default has occurred and is continuing, no payments in respect of
Distributions on, or payments upon liquidation, redemption or otherwise with
respect


                                       2
<PAGE>

to, the Common Securities shall be made until the holders of the Capital
Securities shall be paid in full the Distributions and the liquidation,
redemption and other payments to which they are entitled. References to "Capital
Securities" shall include collectively any Series A Capital Securities and
Series B Capital Securities.

            "Capital Securities Guarantee" shall mean any guarantee that the
Company may enter into with The Bank of New York or other Persons that operates
directly or indirectly for the benefit of holders of Capital Securities of
OnBank Capital Trust and shall include a Series A Capital Securities Guarantee
and a Series B Capital Securities Guarantee with respect to the Series A Capital
Securities and the Series B Capital Securities, respectively.

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

            "Common Securities" shall mean undivided beneficial interests in the
assets of OnBank Capital Trust which rank PARI PASSU with Capital Securities
issued by OnBank Capital Trust; PROVIDED, HOWEVER, that if an Event of Default
has occurred and is continuing, no payments in respect of Distributions on, or
payments upon liquidation, redemption or otherwise with respect to, the Common
Securities shall be made until the holders of the Capital Securities shall be
paid in full the Distributions and the liquidation, redemption and other
payments to which they are entitled.

            "Common Securities Guarantee" shall mean any guarantee that the
Company may enter into with any Person or Persons that operates directly or
indirectly for the benefit of holders of Common Securities of OnBank Capital
Trust.

            "Common Stock" shall mean the Common Stock, par value $1.00 per
share, of the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

            "Company" shall mean ONBANCorp, Inc., a Delaware corporation, and,
subject to the provisions of Article X, shall include its successors and
assigns.

            "Company Request" or "Company Order" shall mean a written request or
order signed in the name of the Company by the Chairman, the Chief Executive
Officer, the President, a Vice


                                       3
<PAGE>

Chairman, a Vice President, the Comptroller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee.

            "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.

            "Comparable Treasury Price" means, with respect to any redemption
date pursuant to Section 14.01, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such redemption date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

            "Compounded Interest" shall have the meaning set forth in Section
16.01.

            "Custodian" shall mean any receiver, trustee, assignee, liquidator,
or similar official under any Bankruptcy Law.

            "Declaration" means the Amended and Restated Declaration of Trust of
OnBank Capital Trust, dated as of February 4, 1997.

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

            "Deferred Interest" shall have the meaning set forth in Section
16.01.

            "Definitive Securities" shall mean those securities issued in fully
registered certificated form not otherwise in global form.

            "Depositary" shall mean, with respect to Securities of any series,
for which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or



                                       4
<PAGE>

any successor registered as a clearing agency under the Exchange Act or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to Section 2.05(d).

            "Dissolution Event" means the liquidation of OnBank Capital Trust
pursuant to the Declaration, and the distribution of the Securities held by the
Property Trustee to the holders of the Trust Securities issued by OnBank Capital
Trust PRO RATA in accordance with the Declaration.

            "Event of Default" shall mean any event specified in Section 5.01,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

            "Exchange Offer" means the offer that may be made pursuant to the
Registration Rights Agreement (i) by the Company to exchange Series B Securities
for Series A Securities and to exchange a Series B Capital Securities Guarantee
for a Series A Capital Securities Guarantee and (ii) by OnBank Capital Trust to
exchange Series B Capital Securities for Series A Capital Securities.

            "Extended Interest Payment Period" shall have the meaning set forth
in Section 16.01.

            "Federal Reserve" shall mean the Board of Governors of the Federal
Reserve System.

            "Global Security" means, with respect to the Securities, a Security
executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, all in accordance with the Indenture,
which shall be registered in the name of the Depositary or its nominee.

            "Indebtedness for Money Borrowed" shall mean any obligation of, or
any obligation guaranteed by, the Company for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments.

            "Indebtedness Ranking on a Parity with the Securities" shall mean
(i) Indebtedness for Money Borrowed, whether outstanding on the date of
execution of this Indenture or hereafter created, assumed or incurred, to the
extent such indebtedness specifically by its terms ranks equally with and not
prior to the Securities in the right of payment upon the happening of any
dissolution or winding up or liquidation or reorganization of the Company, (ii)
all other debt securities, and guarantees in respect of those debt securities,
issued to any trust other than OnBank Capital Trust, or a trustee of such trust,
partnership or


                                       5
<PAGE>

other entity affiliated with the Company that is a financing vehicle of the
Company (a "financing entity") in connection with the issuance by such financing
entity of equity securities or other securities guaranteed by the Company
pursuant to an instrument that ranks pari passu with or junior in right of
payment to the Capital Securities Guarantee.

            "Indebtedness Ranking Junior to the Securities" shall mean any
Indebtedness for Money Borrowed, whether outstanding on the date of execution of
this Indenture or hereafter created, assumed or incurred, to the extent such
indebtedness specifically by its terms ranks junior to and not equally with or
prior to the Securities (and any other Indebtedness Ranking on a Parity with the
Securities) in right of payment upon the happening of any dissolution or winding
up or liquidation or reorganization of the Company. The securing of any
Indebtedness for Money Borrowed of the Company, otherwise constituting
Indebtedness Ranking on a Parity with the Securities or Indebtedness Ranking
Junior to the Securities, as the case may be, shall not be deemed to prevent
such Indebtedness for Money Borrowed from constituting Indebtedness Ranking on a
Parity with the Securities or Indebtedness Ranking Junior to the Securities, as
the case may be.

            "Indenture" shall mean this instrument as originally executed or, if
amended as herein provided, as so amended.

            "Initial Optional Prepayment Date" means February 1, 2007.

            "Interest Payment Date" shall have the meaning set forth in Section
2.06.

            "Liquidated Damages" shall have the meaning set forth in the
Registration Rights Agreement.

            "Maturity Date" shall mean February 1, 2027.

            "Mortgage" shall mean and include any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other
similar encumbrance.

            "Non Book-Entry Capital Securities" shall have the meaning set forth
in Section 2.05.

            "Officers" shall mean any of the Chairman, a Vice Chairman, the
Chief Executive Officer, the President, a Vice President, the Comptroller, the
Group Director, the Secretary or an Assistant Secretary of the Company.

            "Officers' Certificate" shall mean a certificate signed by two
Officers and delivered to the Trustee.


                                       6
<PAGE>

            "OnBank Capital Trust" or the "Trust" shall mean OnBank Capital
Trust I, a Delaware business trust created for the purpose of issuing its
undivided beneficial interests in connection with the issuance of Securities
under this Indenture.

            "Opinion of Counsel" shall mean a written opinion of counsel, who
may be an employee of the Company, and who shall be acceptable to the Trustee.

            "Optional Prepayment Price" shall have the meaning set forth in
Section 14.02.

            "Other Debentures" means all junior subordinated debentures issued
by the Company from time to time and sold to trusts to be established by the
Company (if any), in each case similar to the Trust.

            "Other Guarantees" means all guarantees to be issued by the Company
with respect to capital securities (if any) and issued to other trusts to be
established by the Company (if any), in each case similar to the Trust.

            The term "outstanding" when used with reference to Securities,
shall, subject to the provisions of Section 7.04, mean, as of any particular
time, all Securities authenticated and delivered by the Trustee or the
Authenticating Agent under this Indenture, except

            (a)   Securities theretofore cancelled by the Trustee or the
                  Authenticating Agent or delivered to the Trustee for
                  cancellation;

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

            (c)   Securities in lieu of or in substitution for which other
                  Securities shall have been authenticated and delivered
                  pursuant to the terms of Section 2.08 unless proof
                  satisfactory to the Company and the Trustee is presented that
                  any such Securities are held by bona fide holders in due
                  course.


                                       7
<PAGE>

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

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt and as that
evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 2.08 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.

            "Principal Office of the Trustee", or other similar term, shall mean
the office of the Trustee, at which at any particular time its corporate trust
business shall be administered.

            "Purchase Agreement" shall mean the Purchase Agreement dated January
30, 1997 among the Company, OnBank Capital Trust and the initial purchasers
named therein.

            "Property Trustee" shall have the same meaning as set forth in the
Declaration.

            "Quotation Agent" means the Reference Treasury Dealer appointed by
the Company.

            "Prepayment Price" means the Special Event Prepayment Price or the
Optional Prepayment Price, as the context requires.

            "Reference Treasury Dealer" means a nationally recognized U.S.
Government securities dealer in New York City selected by the Company.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date pursuant to Section 14.01, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. New York City time on the third Business Day preceding such
redemption date.

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 4, 1997, by and among the Company, the Trust and
the Initial Purchasers named therein as such agreement may be amended, modified
or supplemented from time to time.


                                       8
<PAGE>

            "Regulatory Capital Event" means that the Company shall have
received an opinion of independent bank regulatory counsel experienced in such
matters to the effect that, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any rules, guidelines or policies of the
Federal Reserve or (b) any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or such pronouncement or decision is announced on or after
the date of original issuance of the Securities, the Capital Securities do not
constitute, or within 90 days of the date thereof, will not constitute, Tier I
Capital (or its then equivalent); provided, however, that the distribution of
the Securities in connection with the liquidation of OnBank Capital Trust by the
Company, as sponsor, shall not in and of itself constitute a Regulatory Capital
Event unless such liquidation shall have occurred in connection with a Tax
Event.

            "Responsible Officer" shall mean the chairman or any vice chairman
of the board of directors, the chairman or any vice chairman of the executive
committee of the board of directors, the chairman of the trust committee, the
president, any vice president, the cashier, any assistant cashier, the
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer or assistant officer 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 his knowledge of and familiarity with
the particular subject.

            "Restricted Security" shall mean Securities that bear or are
required to bear the legends set forth in Exhibit A hereto.

            "Rule 144A" means Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or under any similar rule or regulation
hereafter adopted by the Commission.

            "Securities" means, collectively, the Series A Securities and the
Series B Securities.

            "Securities Act" shall mean the Securities Act of 1933, as amended.

            "Securityholder", "holder of Securities", or other similar terms,
shall mean any person in whose name at the time a particular Security is
registered on the register kept by the Company or the Trustee for that purpose
in accordance with the terms hereof.


                                       9
<PAGE>

            "Security Register" shall mean (i) prior to a Dissolution Event, the
list of holders provided to the Trustee pursuant to Section 4.01, and (ii)
following a Dissolution Event, any security register maintained by a security
registrar for the Securities appointed by the Company following the execution of
a supplemental indenture providing for transfer procedures as provided for in
Section 2.07(a).

            "Senior Indebtedness" shall mean all Indebtedness for Money
Borrowed, whether outstanding on the date of execution of this Indenture or
hereafter created, assumed or incurred, except Indebtedness Ranking on a Parity
with the Securities or Indebtedness Ranking Junior to the Securities, and any
deferrals, renewals or extensions of such Senior Indebtedness.

            "Series A Securities" means the Company's 9.25% Series A Junior
Subordinated Deferrable Interest Debentures due February 1, 2027, as
authenticated and issued under this Indenture.

            "Series B Securities" means the Company's Series B 9.25% Junior
Subordinated Deferrable Interest Debentures due February 1, 2027, as
authenticated and issued under this Indenture.

            "Special Event" means either a Regulatory Capital Event or a Tax
Event.

            "Special Event Prepayment Price" shall mean, with respect to any
redemption of the Securities pursuant to Section 14.01 hereof, an amount in cash
equal to the greater of (i) 100% of the principal amount to be redeemed or (ii)
as determined by a Quotation Agent, the sum of the present values of the
principal amount and premium payable with respect to an Optional Prepayment of
the Securities on the Initial Optional Prepayment Date, together with scheduled
payments of interest on the Securities from the prepayment date to and including
the Initial Optional Prepayment Date, discounted to the prepayment date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus, in the case of each of clauses (i) and
(ii), accumulated but unpaid interest thereon, including Compounded Interest and
Additional Interest, if any, to the date of such redemption.

            "Subsidiary" shall mean 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
whose outstanding partnership or similar interests 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


                                       10
<PAGE>

partnership of which such Person or any of its Subsidiaries is a general
partner. For the purposes of this definition, "voting stock" means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

            "Tax Event" shall mean the receipt by OnBank Capital Trust and the
Company of an opinion of counsel experienced in such matters to the effect that,
as a result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of the United States or any
political subdivision or taxing authority thereof or therein or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after February 4, 1997, there
is more than an insubstantial risk that (i) OnBank Capital Trust is, or will be
within 90 days of the date of such opinion, subject to United States Federal
income tax with respect to income received or accrued on the Securities, (ii)
interest payable by the Company on the Securities is not, or within 90 days of
the date of such opinion, will not be, deductible by the Company, in whole or in
part, for United States Federal income tax purposes, or (iii) OnBank Capital
Trust is, or will be within 90 days of the date of such opinion, subject to more
than a DE MINIMIS amount of other taxes, duties or other governmental charges.

            "Trustee" shall mean the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder. The term "Trustee"
as used with respect to a particular series of the Securities shall mean the
trustee with respect to that series.

            "Trust Indenture Act of 1939" shall mean the Trust Indenture Act of
1939 as in force at the date of execution of this Indenture, except as provided
in Section 9.03.

            "Trust Securities" shall mean the Capital Securities and the Common
Securities, collectively.

            "U.S. Government Obligations" shall mean securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America,


                                       11
<PAGE>

which, in either case under clauses (i) or (ii) are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

                                   ARTICLE II

                                   SECURITIES

            SECTION 2.01.  Forms Generally.

            The Securities and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A, the terms of which are incorporated
in and made a part of this Indenture. The Securities may have notations, legends
or endorsements required by law, stock exchange rule, agreements to which the
Company is subject or usage. Each Security shall be dated the date of its
authentication. The Securities shall be issued in denominations of $1,000 and
integral multiples thereof.

            SECTION 2.02.  Execution and Authentication.

            Two Officers shall sign the Securities for the Company by manual or
facsimile signature. If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

            A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature of the Trustee shall be conclusive
evidence that the Security has been authenticated under this Indenture. The form
of Trustee's certificate of authentication to be borne by the Securities shall
be substantially as set forth in Exhibit A hereto.

            The Trustee shall, upon a Company Order, authenticate for original
issue up to, and the aggregate principal amount of Securities outstanding at any
time may not exceed $61,856,000 aggregate principal amount of the Securities,
except as provided in Sections 2.07, 2.08, 2.09 and 14.05. The series of
Securities to be initially issued hereunder shall be the Series A Securities.


                                       12
<PAGE>

            SECTION 2.03.  Form and Payment.

            Except as provided in Section 2.05, the Securities shall be issued
in fully registered certificated form without interest coupons. Principal of,
premium, if any, and interest on the Securities issued in certificated form will
be payable, the transfer of such Securities will be registrable and such
Securities will be exchangeable for Securities bearing identical terms and
provisions at the office or agency of the Company maintained for such purpose
under Section 3.02; PROVIDED, HOWEVER, that payment of interest with respect to
Securities (other than a Global Security) may be made at the option of the
Company (i) by check mailed to the holder at such address as shall appear in the
Security Register or (ii) by transfer to an account maintained by the Person
entitled thereto, provided that proper transfer instructions have been received
in writing by the relevant record date. Notwithstanding the foregoing, so long
as the holder of any Securities is the Property Trustee, the payment of the
principal of, premium, if any, and interest (including Compounded Interest and
Additional Interest, if any) on such Securities held by the Property Trustee
will be made at such place and to such account as may be designated by the
Property Trustee.

            SECTION 2.04.  Legends.

            (a) Except as permitted by subsection (b) of this Section 2.04 or as
otherwise determined by the Company in accordance with applicable law, each
Security shall bear the applicable legends relating to restrictions on transfer
pursuant to the securities laws in substantially the form set forth on Exhibit A
hereto.

            (b) In the event of an Exchange Offer, the Company shall issue and
the Trustee shall authenticate Series B Securities in exchange for Series A
Securities accepted for exchange in the Exchange Offer, which Series B
Securities shall not bear the legends required by subsection (a) above, in each
case unless the holder of such Series A Securities is either (A) a broker dealer
who purchased such Series A Securities directly from the Company for resale
pursuant to Rule 144A or any other available exemption under the Securities Act,
(B) a Person participating in the distribution of the Series A Securities or (C)
a Person who is an affiliate (as defined in Rule 144 under the Securities Act)
of the Company.

            SECTION 2.05.  Global Security.

            (a)  In connection with a Dissolution Event,

                  (i) if any Capital Securities are held in book-entry form, the
      related Definitive Securities shall be presented to the Trustee (if an
      arrangement with the Depositary


                                       13
<PAGE>

      has been maintained) by the Property Trustee in exchange for one or more
      Global Securities (as may be required pursuant to Section 2.07) in an
      aggregate principal amount equal to the aggregate principal amount of all
      outstanding Securities, to be registered in the name of the Depositary, or
      its nominee, and delivered by the Trustee to the Depositary for crediting
      to the accounts of its participants pursuant to the instructions of the
      Administrative Trustees; the Company upon any such presentation shall
      execute one or more Global Securities in such aggregate principal amount
      and deliver the same to the Trustee for authentication and delivery in
      accordance with this Indenture; and payments on the Securities issued as a
      Global Security will be made to the Depositary; and

                  (ii) if any Capital Securities are held in certificated form,
      the related Definitive Securities may be presented to the Trustee by the
      Property Trustee and any Capital Security certificate which represents
      Capital Securities other than Capital Securities in book-entry form ("Non
      Book-Entry Capital Securities") will be deemed to represent beneficial
      interests in Securities presented to the Trustee by the Property Trustee
      having an aggregate principal amount equal to the aggregate liquidation
      amount of the Non Book-Entry Capital Securities until such Capital
      Security certificates are presented to the Security Registrar for transfer
      or reissuance, at which time such Capital Security certificates will be
      cancelled and a Security, registered in the name of the holder of the
      Capital Security certificate or the transferee of the holder of such
      Capital Security certificate, as the case may be, with an aggregate
      principal amount equal to the aggregate liquidation amount of the Capital
      Security certificate cancelled, will be executed by the Company and
      delivered to the Trustee for authentication and delivery in accordance
      with the Indenture. Upon the issuance of such Securities, Securities with
      an equivalent aggregate principal amount that were presented by the
      Property Trustee to the Trustee will be deemed to have been cancelled.

            (b) The Global Securities shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon; PROVIDED, that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented thereby
shall be made by the Trustee, in accordance with instructions given by the
Company as required by this Section 2.05.


                                       14
<PAGE>

            (c) The Global Securities may be transferred, in whole but not in
part, only to the Depositary, another nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a nominee of such
successor Depositary.

            (d) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to be
a clearing agency registered under the Exchange Act, and a successor Depositary
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, the Company will
execute, and the Trustee, upon written notice from the Company, will
authenticate and make available for delivery the Definitive Securities, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security. If
there is an Event of Default, the Depositary shall have the right to exchange
the Global Securities for Definitive Securities. In addition, the Company may at
any time determine that the Securities shall no longer be represented by a
Global Security. In the event of such an Event of Default or such a
determination, the Company shall execute, and subject to Section 2.07, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and make available for delivery the Definitive
Securities, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security in exchange for such Global
Security. Upon the exchange of the Global Security for such Definitive
Securities, in authorized denominations, the Global Security shall be cancelled
by the Trustee. Such Definitive Securities issued in exchange for the Global
Security shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Definitive Securities to the Depositary for delivery to the Persons in
whose names such Definitive Securities are so registered.

            SECTION 2.06   Interest.

            (a) Each outstanding Security will bear interest at the rate of
9.25% per annum (the "Coupon Rate") from the most recent date to which interest
has been paid or duly provided for or, if no interest has been paid or duly
provided for, from February 4, 1997, until the principal thereof becomes due and
payable, and at the Coupon Rate on any overdue principal (and premium, if any)
and (to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest, compounded semi-annually, payable
(subject to the provisions of Article XVI) semi-annually in arrears on February
1 and August 1 of each year (each, an "Interest Payment Date") commencing on
August 1, 1997, to the Person in whose name such


                                       15
<PAGE>

Security or any predecessor Security is registered, at the close of business on
the regular record date for such interest installment, which shall be the
fifteenth day of the month immediately preceding the month in which the relevant
Interest Payment Date falls.

            (b) Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the event that any Interest Payment Date
falls on a day that is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), with the
same force and effect as if made on such date.

            (c) During such time as the Property Trustee is the holder of any
Securities, the Company shall pay any additional amounts on the Securities as
may be necessary in order that the amount of Distributions then due and payable
by the OnBank Capital Trust on the outstanding Trust Securities shall not be
reduced as a result of any additional taxes, duties and other governmental
charges to which OnBank Capital Trust has become subject as a result of a Tax
Event ("Additional Interest").

            SECTION 2.07.  Transfer and Exchange.

            (a) TRANSFER RESTRICTIONS. (i) The Series A Securities, and those
Series B Securities with respect to which any Person described in Section
2.04(b)(A), (B) or (C) is the beneficial owner, may not be transferred except in
compliance with the legend contained in Exhibit A unless otherwise determined by
the Company in accordance with applicable law. Upon any distribution of the
Securities following a Dissolution Event, the Company and the Trustee shall
enter into a supplemental indenture pursuant to Section 9.01 to provide for the
transfer restrictions and procedures with respect to the Securities
substantially similar to those contained in the Declaration to the extent
applicable in the circumstances existing at such time.

                  (ii) The Securities will be issued and may be transferred only
in blocks having an aggregate principal amount of not less than $100,000. Any
such transfer of the Securities in a block having an aggregate principal amount
of less than $100,000 shall be deemed to be voided and of no legal effect
whatsoever. Any such transferee shall be deemed not to be a holder of such
Securities for any purpose, including, but not limited to the receipt of
payments on such Securities, and such transferee shall be deemed to have no
interest whatsoever in such Securities.

            (b) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES. To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Definitive


                                       16
<PAGE>

Securities and Global Securities at the Trustee's request. All Definitive
Securities and Global Securities issued upon any registration of transfer or
exchange of Definitive Securities or Global Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Definitive Securities or Global
Securities surrendered upon such registration of transfer or exchange.

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

            The Company shall not be required to (i) issue, register the
transfer of or exchange Securities during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption or any
notice of selection of Securities for redemption under Article XIV hereof and
ending at the close of business on the day of such mailing; or (ii) register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

            Prior to due presentment for the registration of a transfer of any
Security, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of and premium, if any, and
interest on such Securities, and neither the Trustee, any Agent nor the Company
shall be affected by notice to the contrary.

            (c) EXCHANGE OF SERIES A SECURITIES FOR SERIES B SECURITIES. The
Series A Securities may be exchanged for Series B Securities pursuant to the
terms of the Exchange Offer. The Trustee shall make the exchange as follows:

            The Company shall present the Trustee with an Officers' Certificate
certifying the following:

            (A)   upon issuance of the Series B Securities, the transactions
                  contemplated by the Exchange Offer have been consummated; and

            (B)   the principal amount of Series A Securities properly
                  tendered in the Exchange Offer that are represented by a
                  Global Security and the principal amount of Series A
                  Securities properly tendered in the Exchange Offer that are
                  represented by Definitive Securities, the name of each
                  holder of such Definitive Securities, the principal amount
                  properly tendered in the Exchange Offer by each such holder
                  and the name and address to which Definitive


                                       17
<PAGE>

                  Securities for Series B Securities shall be registered and
                  sent for each such holder.

            The Trustee, upon receipt of (i) such Officers' Certificate, (ii) an
Opinion of Counsel (x) to the effect that the Series B Securities have been
registered under Section 5 of the Securities Act and the Indenture has been
qualified under the Trust Indenture Act and (y) with respect to the matters set
forth in Section 3(p) of the Registration Rights Agreement and (iii) a Company
Order, shall authenticate (A) a Global Security for Series B Securities in
aggregate principal amount equal to the aggregate principal amount of Series A
Securities represented by a Global Security indicated in such Officers'
Certificate as having been properly tendered and (B) Definitive Securities
representing Series B Securities registered in the names of, and in the
principal amounts indicated in, such Officers' Certificate.

            If the principal amount of the Global Security for the Series B
Securities is less than the principal amount of the Global Security for the
Series A Securities, the Trustee shall make an endorsement on such Global
Security for Series A Securities indicating a reduction in the principal amount
represented thereby.

            The Trustee shall deliver such Definitive Securities for Series B
Securities to the holders thereof as indicated in such Officers' Certificate.

            SECTION 2.08.  Replacement Securities.

            If any mutilated Security is surrendered to the Trustee, or the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company shall issue and the
Trustee shall authenticate a replacement Security if the Trustee's requirements
for replacements of Securities are met. An indemnity bond must be supplied by
the holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any agent thereof or any authenticating agent
from any loss that any of them may suffer if a Security is replaced. The Company
or the Trustee may charge for its expenses in replacing a Security.

            Every replacement Security is an obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.


                                       18
<PAGE>

            SECTION 2.09.  Temporary Securities.

            Pending the preparation of Definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities that are printed, lithographed,
typewritten, mimeographed or otherwise reproduced, in any authorized
denomination, substantially of the tenor of the Definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

            If temporary Securities are issued, the Company shall cause
Definitive Securities to be prepared without unreasonable delay. The Definitive
Securities shall be printed, lithographed or engraved, or provided by any
combination thereof, or in any other manner permitted by the rules and
regulations of any applicable securities exchange, all as determined by the
officers executing such Definitive Securities. After the preparation of
Definitive Securities, the temporary Securities shall be exchangeable for
Definitive Securities upon surrender of the temporary Securities at the office
or agency maintained by the Company for such purpose pursuant to Section 3.02
hereof, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in exchange therefor the same
aggregate principal amount of Definitive Securities of authorized denominations.
Until so exchanged, the temporary Securities shall in all respects be entitled
to the same benefits under this Indenture as Definitive Securities.

            SECTION 2.10.  Cancellation.

            The Company at any time may deliver Securities to the Trustee for
cancellation. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall retain or destroy cancelled Securities in accordance with
its normal practices (subject to the record retention requirement of the
Exchange Act) unless the Company directs them to be returned to it. The Company
may not issue new Securities to replace Securities that have been redeemed or
paid or that have been delivered to the Trustee for cancellation.

            SECTION 2.11.  Defaulted Interest.

            Any interest on any Security 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 holder on the
relevant regular record date by virtue of having been such holder; and such
Defaulted Interest


                                       19
<PAGE>

shall be paid by the Company, at its election, as provided in clause (a) or
clause (b) below:

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

            (b) The Company may make payment of any Defaulted Interest on any
      Securities in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Securities may be
      listed, and upon such notice as may be required by such exchange, if,
      after notice given by the Company to the Trustee of the proposed payment
      pursuant to this clause, such manner of payment shall be deemed
      practicable by the Trustee.


                                       20
<PAGE>

            SECTION 2.12.  CUSIP Numbers.

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

                                   ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

            SECTION 3.01.  Payment of Principal, Premium and
                           Interest.

            The Company covenants and agrees for the benefit of the holders of
the Securities that it will duly and punctually pay or cause to be paid the
principal of and premium, if any, and interest on the Securities at the place,
at the respective times and in the manner provided herein. Except as provided in
Section 2.03, each installment of interest on the Securities may be paid by
mailing checks for such interest payable to the order of the holder of Security
entitled thereto as they appear in the Security Register. The Company further
covenants to pay any and all amounts, including, without limitation, Additional
Interest, as may be required pursuant to Section 2.06(c), and Liquidated
Damages, if any, on the dates and in the manner required under the Registration
Rights Agreement.

            SECTION 3.02.  Offices for Notices and Payments, etc.

            So long as any of the Securities remain outstanding, the Company
will maintain in the Borough of Manhattan, The City of New York, an office or
agency where the Securities may be presented for payment, an office or agency
where the Securities may be presented for registration of transfer and for
exchange as in this Indenture provided and an office or agency where notices and
demands to or upon the Company in respect of the Securities or of this Indenture
may be served. The Company will give to the Trustee written notice of the
location of any such office or agency and of any change of location thereof.
Until otherwise designated from time to time by the Company in a notice to the
Trustee, any such office or agency for all of the above purposes shall be the
Principal Office of the Trustee. In case the Company shall fail to maintain any
such office or agency in the


                                       21
<PAGE>

Borough of Manhattan, The City of New York, or shall fail to give such notice of
the location or of any change in the location thereof, presentations and demands
may be made and notices may be served at the Principal Office of the Trustee.

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

            SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office.

            The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

            SECTION 3.04.  Provision as to Paying Agent.

            (a)   If the Company shall appoint a paying agent other than the
                  Trustee with respect to the Securities, 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 3.04,

                  (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 on the Securities (whether such sums have been
                        paid to it by the Company or by any other obligor on the
                        Securities) in trust for the benefit of the holders of
                        the Securities; and

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


                                       22
<PAGE>

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

            (c)   Anything in this Section 3.04 to the contrary notwithstanding,
                  the Company may, at any time, for the purpose of obtaining a
                  satisfaction and discharge with respect to the Securities
                  hereunder, or for any other reason, pay or cause to be paid to
                  the Trustee all sums held in trust for such Securities by the
                  Trustee or any paying agent hereunder, as required by this
                  Section 3.04, such sums to be held by the Trustee upon the
                  trusts herein contained.

            (d)   Anything in this Section 3.04 to the contrary notwithstanding,
                  the agreement to hold sums in trust as provided in this
                  Section 3.04 is subject to Sections 11.03 and 11.04.

            SECTION 3.05.  Certificate to Trustee.

            The Company will deliver to the Trustee on or before 120 days after
the end of each fiscal year in each year, commencing with the first fiscal year
ending after the date hereof, so long as Securities are outstanding hereunder,
an Officers' Certificate, one of the signers of which shall be the principal
executive, principal financial or principal accounting officer of the Company
stating that in the course of the performance by the signers of their duties as
officers of the Company they would normally have knowledge of any default by the
Company in the performance of any covenants contained herein, stating whether or
not they have knowledge of any such default and, if so, specifying each such
default of which the signers have knowledge and the nature thereof.

            SECTION 3.06.  Compliance with Consolidation
                           Provisions.

            The Company will not, while any of the Securities remain
outstanding, consolidate with, or merge into, or merge into itself, or sell or
convey all or substantially all of its


                                       23
<PAGE>

property to any other Person unless the provisions of Article X hereof are
complied with.

            SECTION 3.07.  Limitation on Dividends.

            The Company will not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock (which includes common and
preferred stock) or (ii) make any payment of principal, interest or premium, if
any, on or repay or repurchase or redeem any debt securities of the Company
(including any Other Debentures) that rank PARI PASSU with or junior in right of
payment to the Securities or (iii) make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any Subsidiary of the
Company (including any Other Guarantees) if such guarantee ranks PARI PASSU or
junior in right of payment to the Securities (other than (a) dividends or
distributions in shares of, or options, warrants or rights to subscribe for or
purchase shares of, Common Stock of the Company, (b) any declaration of a
dividend in connection with the implementation of a stockholder's rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Capital
Securities Guarantee, (d) as a result of a reclassification of the Company's
capital stock or the exchange or the conversion of one class or series of the
Company's capital stock for another class or series of the Company's capital
stock; (e) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged; and (f) purchases of Common
Stock related to the issuance of Common Stock or rights under any of the
Company's benefit plans for its directors, officers or employees or any of the
Company's dividend reinvestment plans) if at such time (i) there shall have
occurred any event of which the Company has actual knowledge that (a) is or,
with the giving of notice or the lapse of time, or both, would constitute an
Event of Default and (b) in respect of which the Company shall not have taken
reasonable steps to cure, (ii) if such Securities are held by the Property
Trustee, the Company shall be in default with respect to its payment obligations
under the Capital Securities Guarantee or (iii) the Company shall have given
notice of its election of the exercise of its right to extend the interest
payment period pursuant to Section 16.01 and any such extension shall be
continuing.

            SECTION 3.08.     Covenants as to OnBank Capital Trust

            In the event Securities are issued to OnBank Capital Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
OnBank Capital Trust, for so long as such Trust Securities remain outstanding,
the Company (i) will maintain


                                       24
<PAGE>

100% direct or indirect ownership of the Common Securities of OnBank Capital
Trust; PROVIDED, HOWEVER, that any successor of the Company, permitted
pursuant to Article X, may succeed to the Company's ownership of such Common
Securities, (ii) will not cause, as sponsor of OnBank Capital Trust, or
permit, as holder of the Common Securities, the dissolution, winding-up or
termination of the Trust, except in connection with a distribution of the
Securities as provided in the Declaration and in connection with certain
mergers, consolidations of amalgamations and (iii) will use its reasonable
best efforts to cause OnBank Capital Trust (a) to remain a business trust,
except in connection with a distribution of Securities to the holders of
Trust Securities in liquidation of the Trust, the redemption of all of the
Trust Securities of OnBank Capital Trust or certain mergers, consolidations
or amalgamations, each as permitted by the Declaration of OnBank Capital
Trust, and (b) to otherwise continue to be treated as a grantor trust and not
an association taxable as a corporation for United States federal income tax
purposes.

            SECTION 3.09.  Payment of Expenses.

            In connection with the offering, sale and issuance of the Securities
to the OnBank Capital Trust and in connection with the sale of the Trust
Securities by the OnBank Capital Trust, the Company, in its capacity as borrower
with respect to the Securities, shall:

            (a) pay all costs and expenses relating to the offering, sale and
issuance of the Securities, including commissions to the initial purchasers
payable pursuant to the Purchase Agreement, fees and expenses in connection with
any exchange offer, filing of a shelf registration statement or other action to
be taken pursuant to the Registration Rights Agreement and compensation of the
Trustee in accordance with the provisions of Section 6.06;

            (b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the OnBank
Capital Trust, the offering, sale and issuance of the Trust Securities
(including commissions to the initial purchasers in connection therewith), the
fees and expenses of the Property Trustee and the Delaware Trustee, the costs
and expenses relating to the operation of OnBank Capital Trust, including
without limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing, and
disposition of assets of OnBank Capital Trust;


                                       25
<PAGE>

            (c) be primarily and fully liable for any indemnification
obligations arising with respect to the Declaration;

            (d) pay any and all taxes (other than United States withholding
taxes attributable to OnBank Capital Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust; and

            (e) pay all other fees, expenses, debts and obligations (other than
in respect of the Trust Securities) related to OnBank Capital Trust.

            SECTION 3.10.  Payment Upon Resignation or Removal.

            Upon termination of this Indenture or the removal or resignation of
the Trustee, unless otherwise stated, the Company shall pay to the Trustee all
amounts accrued and owing to the date of such termination, removal or
resignation. Upon termination of the Declaration or the removal or resignation
of the Delaware Trustee or the Property Trustee, as the case may be, pursuant to
Section 5.7 of the Declaration, the Company shall pay to the Delaware Trustee or
the Property Trustee, as the case may be, all amounts accrued and owing to the
date of such termination, removal or resignation.

                                   ARTICLE IV

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

            SECTION 4.01.  Securityholders' Lists.

            The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

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

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

            except that, no such lists need be furnished so long as the Trustee
            is in possession thereof by reason of its acting as Security
            registrar.


                                       26

<PAGE>


            SECTION 4.02.  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 the Securities (1) contained in
                  the most recent list furnished to it as provided in Section
                  4.01 or (2) received by it in the capacity of Securities
                  registrar (if so acting) hereunder. The Trustee may destroy
                  any list furnished to it as provided in Section 4.01 upon
                  receipt of a new list so furnished.

            (b)   In case three or more holders of Securities (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 Security for a period of at least six
                  months preceding the date of such application, and such
                  application states that the applicants desire to communicate
                  with other holders of Securities or with holders of all
                  Securities with respect to their rights under this Indenture
                  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 4.02, or

            (2)   inform such applicants as to the approximate number of holders
                  of all Securities, 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 4.02,
                  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 4.02 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



                                       27
<PAGE>

                  mailing, unless within five days after such tender, the
                  Trustee shall mail to such applicants and file with the
                  Commission, together with a copy of the material to be mailed,
                  a written statement to the effect that, in the opinion of the
                  Trustee, such mailing would be contrary to the best interests
                  of the holders of Securities of such series or all Securities,
                  as the case may be, or would be in violation of applicable
                  law. Such written statement shall specify the basis of such
                  opinion. If the Commission, 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, the Commission shall find, after
                  notice and opportunity for hearing, that all the objections so
                  sustained have been met and shall enter an order so declaring,
                  the Trustee shall mail copies of such material to all such
                  Securityholders with reasonable promptness after the entry of
                  such order and the renewal of such tender; otherwise the
                  Trustee shall be relieved of any obligation or duty to such
                  applicants respecting their application.

            (c)   Each and every holder of Securities, by receiving and holding
                  the same, agrees with the Company and the Trustee that neither
                  the Company nor the Trustee nor any paying agent shall be held
                  accountable by reason of the disclosure of any such
                  information as to the names and addresses of the holders of
                  Securities in accordance with the provisions of subsection
                  (b) of this Section 4.02, 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).

            SECTION 4.03.  Reports by Company.

            (a)   The Company covenants and agrees to file with the Trustee,
                  within 15 days after the date on which the Company is required
                  to file the same with the Commission, copies of the annual
                  reports and of the information, documents and other reports
                  (or copies of such portions of any of the foregoing as said
                  Commission may from time to time by rules and regulations
                  prescribe) which the Company may be required to file with the
                  Commission pursuant to Section 13 or Section 15(d) of the
                  Exchange Act; or, if the Company is not required to file
                  information, documents or reports pursuant to either of such
                  sections, then to file with the Trustee and



                                       28
<PAGE>

                  the Commission, in accordance with rules and regulations
                  prescribed from time to time by the Commission, such of the
                  supplementary and periodic information, documents and reports
                  which may be required pursuant to Section 13 of the Exchange
                  Act in respect of a security listed and registered on a
                  national securities exchange as may be prescribed from time to
                  time in such rules and regulations.

            (b)   The Company covenants and agrees to file with the Trustee and
                  the Commission, in accordance with the rules and regulations
                  prescribed from time to time by said Commission, such
                  additional information, documents and reports with respect to
                  compliance by the Company with the conditions and covenants
                  provided for in this Indenture as may be required from time to
                  time by such rules and regulations.

            (c)   The Company covenants and agrees to transmit by mail to all
                  holders of Securities, as the names and addresses of such
                  holders appear upon the Security Register, within 30 days
                  after the filing thereof with the Trustee, such summaries of
                  any information, documents and reports required to be filed by
                  the Company pursuant to subsections (a) and (b) of this
                  Section 4.03 as may be required by rules and regulations
                  prescribed from time to time by the Commission.

            (d)   Delivery of such reports, information and documents to the
                  Trustee is for informational purposes only and the Trustee's
                  receipt of such shall not constitute constructive notice of
                  any information contained therein or determinable from
                  information contained therein, including the Company's
                  compliance with any of its covenants hereunder (as to which
                  the Trustee is entitled to rely exclusively on Officers'
                  Certificates).

            (e)   So long as is required for an offer or sale of the Securities
                  to qualify for an exemption under Rule 144A under the
                  Securities Act, the Company shall, upon request, provide the
                  information required by clause (d)(4) thereunder to each
                  Securityholder and to each beneficial owner and prospective
                  purchaser of Securities identified by each Securityholder of
                  Restricted Securities, unless such information is furnished to
                  the Commission pursuant to Section 13 or 15(d) of the Exchange
                  Act.


                                       29
<PAGE>

            SECTION 4.04.  Reports by the Trustee.

            (a)   The Trustee shall transmit to Securityholders such reports
                  concerning the Trustee and its actions under this Indenture as
                  may be required pursuant to the Trust Indenture Act at the
                  times and in the manner provided pursuant thereto. If required
                  by Section 313(a) of the Trust Indenture Act, the Trustee
                  shall, within sixty days after each May 15 following the date
                  of this Indenture, commencing May 15, 1997, deliver to
                  Securityholders a brief report, dated as of such May 15, which
                  complies with the provisions of such Section 313(a).

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

                                    ARTICLE V

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

            SECTION 5.01.  Events of Default.

            One or more of the following events of default shall constitute an
Event of Default hereunder:

            (a)   default in the payment of any interest upon any Security or
                  any Other Debentures when it becomes due and payable, and
                  continuance of such default for a period of 30 days; PROVIDED,
                  however, that a valid extension of an interest payment period
                  by the Company in accordance with the terms hereof shall not
                  constitute a default in the payment of interest for this
                  purpose; or

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

            (c)   default in the performance, or breach, of any covenant or
                  warranty of the Company in this Indenture (other than a
                  covenant or warranty a default in whose performance or whose
                  breach is elsewhere in this Section specifically dealt with),
                  and continuance of such default or breach for a period of 90
                  days after there has been given, by


                                       30
<PAGE>

                  registered or certified mail, to the Company by the Trustee
                  or to the Company and the Trustee by the holders of at least
                  25% in aggregate principal amount of the outstanding
                  Securities a written notice specifying such default or breach
                  and requiring it to be remedied and stating that such notice
                  is a "Notice of Default" hereunder; or

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

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

            If an Event of Default with respect to Securities at the time
outstanding occurs and is continuing, then in every such case the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities
then outstanding may declare the principal amount of all Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the holders of the outstanding Securities), and upon any
such declaration the same shall become immediately due and payable.

            The foregoing provisions, however, are subject to the condition that
if, at any time after the principal of the Securities shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, (i)
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
(A) all matured installments of interest upon all the Securities and the
principal of and premium, if any, on any and all Securities which shall have
become due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that payment of such interest is enforceable


                                       31
<PAGE>

under applicable law, on overdue installments of interest, at the same rate as
the rate of interest specified in the Securities to the date of such payment or
deposit) and (B) 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 expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith, and (ii) any and all Events of Default under
the Indenture, other than the non-payment of the principal of the Securities
which shall have become due solely by such declaration of acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then, in every
such case, the holders of a majority in aggregate principal amount of the
Securities then outstanding, by written notice to the Company and to the
Trustee, may rescind and annul such declaration and its consequences, but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

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

            SECTION 5.02.  Payment of Securities on Default; Suit
                           Therefor.

            The Company covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Securities as and when
the same shall become due and payable, and such default shall have continued for
a period of 30 days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Securities as and when the same
shall have become due and payable, whether at maturity of the Securities or upon
redemption or by declaration or otherwise, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the
Securities, the whole amount that then shall have become due and payable on all
such Securities for principal and premium, if any, or interest, or both, as the
case may be, with interest upon the overdue principal and premium, if any, and
(to the extent that payment of such interest is enforceable under applicable law
and, if the Securities are held by OnBank Capital Trust or a trustee of such
trust, without duplication of any other amounts paid by OnBank Capital Trust or
trustee in respect thereof) upon the overdue installments of interest at the
rate borne by the Securities; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and



                                       32
<PAGE>

counsel, and any expenses or liabilities incurred by the Trustee hereunder other
than through its negligence or bad faith.

            In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other obligor on the
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on the Securities wherever situated the moneys
adjudged or decreed to be payable.

            In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Securities under
Title 11, United States Code, or any other applicable law, or in case a receiver
or trustee shall have been appointed for the property of the Company or such
other obligor, or in the case of any other similar judicial proceedings relative
to the Company or other obligor upon the Securities, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 5.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Securities and, 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 expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Securities, or to the
creditors or property of the Company or such other obligor, unless prohibited by
applicable law and regulations, to vote on behalf of the holders of the
Securities 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, and to collect
and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and
expenses; and 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


                                       33
<PAGE>

cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith.

            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
Securities 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 Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

            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 Securities, and it shall not be necessary to make any holders of the
Securities parties to any such proceedings.

            SECTION 5.03.  Application of Moneys Collected by
                           Trustee.

            Any moneys collected by the Trustee shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the Securities 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 of collection applicable
to the Securities and reasonable compensation to the Trustee, its agents,
attorneys and counsel, and of all other expenses and liabilities incurred, and
all advances made, by the Trustee except as a result of its negligence or bad
faith;

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

            Third: In case the principal of the outstanding Securities in
respect of which moneys have been collected shall not have become due and be
unpaid, to the payment of the amounts then due and unpaid upon Securities for
principal of (and premium, if any) and interest on the Securities, in respect of
which or for the benefit of which money has been collected, ratably,


                                       34
<PAGE>

without preference of priority of any kind, according to the amounts due on such
Securities for principal (and premium, if any) and interest, respectively; and

            Fourth:  To the Company.

            SECTION 5.04.  Proceedings by Securityholders.

            No holder of any Security shall have any right by virtue of or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof with respect to the
Securities specifying such Event of Default, as hereinbefore provided, and
unless also the holders of not less than 25% in aggregate principal amount of
the Securities then outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or 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, it being understood and intended, and being expressly
covenanted by the taker and holder of every Security with every other taker and
holder and the Trustee, that no one or more holders of Securities shall have any
right in any manner whatever by virtue of or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other holder of
Securities, 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 Securities.

            Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security to receive payment of the principal of
(premium, if any) and interest on such Security, on or after the same shall have
become due and payable, 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 Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security with every other such taker
and holder and the Trustee, that no one or more holders of Securities shall have
any right in any manner whatsoever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of the holders of any
other Securities, 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 Securities. For the protection and enforcement of the provisions of
this Section, each and every


                                       35
<PAGE>

Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

            The Company and the Trustee acknowledge that pursuant to the
Declaration, the holders of Capital Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to commence a
Direct Action with respect to any Event of Default under this Indenture and the
Securities.

            SECTION 5.05.  Proceedings by Trustee.

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

            SECTION 5.06.  Remedies Cumulative and Continuing.

            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 Securities, 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 Securities, and no delay
or omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right 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 5.04, 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 or by the
Securityholders.

            SECTION 5.07.  Direction of Proceedings and Waiver of
                           Defaults by Majority of Securityholders.

            The holders of a majority in aggregate principal amount of the
Securities 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; PROVIDED,
HOWEVER, that (subject to the provisions of Section 6.01) 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


                                       36
<PAGE>

direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of the Securities,
the holders of a majority in aggregate principal amount of the Securities at the
time outstanding may on behalf of the holders of all of the Securities waive any
past default or Event of Default and its consequences except a default (a) in
the payment of principal of or premium, if any, or interest on any of the
Securities or (b) in respect of covenants or provisions hereof which cannot be
modified or amended without the consent of the holder of each Security affected;
PROVIDED, HOWEVER, that if the Securities are held by the Property Trustee, such
waiver or modification to such waiver shall not be effective until the holders
of a majority in aggregate liquidation amount of Trust Securities shall have
consented to such waiver or modification to such waiver; PROVIDED FURTHER, that
if the consent of the holder of each outstanding Security is required, such
waiver shall not be effective until each holder of the Trust Securities shall
have consented to such waiver. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Securities 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 or Event of Default hereunder shall have been waived as permitted by
this Section 5.07, said default or Event of Default shall for all purposes of
the Securities and this Indenture be deemed to have been cured and to be not
continuing.

            SECTION 5.08.  Notice of Defaults.

            The Trustee shall, within 90 days after the occurrence of a default
with respect to the Securities mail to all Securityholders, as the names and
addresses of such holders appear upon the Security Register, notice of all
defaults known to the Trustee, unless such defaults shall have been cured before
the giving of such notice (the term "defaults" for the purpose of this Section
5.08 being hereby defined to be the events specified in clauses (a), (b), (c),
(d) and (e) of Section 5.01, not including periods of grace, if any, provided
for therein, and irrespective of the giving of written notice specified in
clause (c) of Section 5.01); and provided that, except in the case of default in
the payment of the principal of or premium, if any, or interest on any of the
Securities, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders;
and provided further, that in the case of any default of the character specified
in Section 5.01(c) no such


                                       37
<PAGE>

notice to Securityholders shall be given until at least 60 days after the
occurrence thereof but shall be given within 90 days after such occurrence.

            SECTION 5.09.  Undertaking to Pay Costs.

            All parties to this Indenture agree, and each holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees 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; but
the provisions of this Section 5.09 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 aggregate principal
amount of the Securities 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 Security against the Company on or after the
same shall have become due and payable.

                                  ARTICLE VI

                            CONCERNING THE TRUSTEE

            SECTION 6.01.  Duties and Responsibilities of Trustee.

            With respect to the holders of the Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

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

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


                                       38
<PAGE>

                  (1)   the duties and obligations of the Trustee 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 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, 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 5.07, relating to the time, method and place of
                  conducting any proceeding for any remedy available to the
                  Trustee, or exercising any trust or power conferred upon the
                  Trustee, under this Indenture.

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


                                       39
<PAGE>

               SECTION 6.02.  Reliance on Documents, Opinions, etc.

            Except as otherwise provided in Section 6.01:

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

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

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

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

            (e)   the Trustee shall not be liable for any action taken or
                  omitted by it in good faith and believed by it to be
                  authorized or within the discretion or rights or powers
                  conferred upon it by this Indenture; nothing contained herein
                  shall, however, relieve the Trustee of the obligation, upon
                  the occurrence of an Event of Default (that has not been cured
                  or waived), to exercise 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,


                                       40
<PAGE>

                     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 a majority in
                  aggregate principal amount of the outstanding Securities;
                  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; and

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

            SECTION 6.03.  No Responsibility for Recitals, etc.

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

            SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer
                          Agents or Registrar May Own Securities.

            The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Authenticating Agent, paying agent, transfer
agent or Security registrar.

            SECTION 6.05. Moneys to be Held in Trust.

            Subject to the provisions of Section 11.04, 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


                                       41
<PAGE>

funds except to the extent required by law. The Trustee and any paying agent
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company. So long as no Event of
Default shall have occurred and be continuing, all interest allowed on any such
moneys shall be paid from time to time upon the written order of the Company,
signed by the Chairman of the Board of Directors, the President or a Vice
President or the Treasurer or an Assistant Treasurer of the Company.

            SECTION 6.06.  Compensation and Expenses of Trustee.

            The Company, as issuer of Securities under this Indenture, covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed to in writing between the
Company and the Trustee (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and the Company
will 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 bad faith. The Company also covenants to indemnify
each of the Trustee or any predecessor Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any and all loss,
damage, claim, liability or expense including taxes (other than taxes based on
the income of the Trustee) incurred without negligence or bad faith 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 in the premises. The obligations of the
Company under this Section 6.06 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 Securities 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 Securities.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.01(d) or Section 5.01(e), 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 termination of this
Indenture.


                                       42
<PAGE>

            SECTION 6.07.  Officers' Certificate as Evidence.

            Except as otherwise provided in Sections 6.01 and 6.02, 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 is herein specifically prescribed) may, in the absence of negligence or
bad faith 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 bad faith 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 6.08.  Conflicting Interest of Trustee.

            If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and
the Company shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.

            SECTION 6.09.  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 permitted to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000) 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 6.09 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.

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

            In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.


                                       43
<PAGE>

            SECTION 6.10.  Resignation or Removal of Trustee.

            (a)   The Trustee, or any trustee or trustees hereafter appointed,
                  may at any time resign by giving written notice of such
                  resignation to the Company and by mailing notice thereof to
                  the holders of the Securities at their addresses as they shall
                  appear on the Security register. Upon receiving such notice of
                  resignation, the Company shall promptly appoint a successor
                  trustee or trustees by written instrument, in duplicate, 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 60 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 Security for at least six
                  months may, subject to the provisions of Section 5.09, 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 6.08 after written request therefor by the
                        Company or by any Securityholder who has been a bona
                        fide holder of a Security or Securities for at least six
                        months, or

                  (2)   the Trustee shall cease to be eligible in accordance
                        with the provisions of Section 6.09 and shall fail to
                        resign after written request therefor by the Company or
                        by any such Securityholder, or

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

                  then, in any such case, the Company may remove the
                  Trustee and appoint a successor trustee by written


                                       44
<PAGE>

                  instrument, in duplicate, 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
                  5.09, any Securityholder who has been a bona fide holder of a
                  Security for at least six 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 a successor trustee.

            (c)   The holders of a majority in aggregate principal amount of the
                  Securities 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 days
                  after such nomination the Company objects thereto or if no
                  successor trustee shall have been so appointed and shall have
                  accepted appointment within 30 days after such removal, in
                  which case the Trustee so removed or any Securityholder, upon
                  the terms and conditions and otherwise as in subsection (a) of
                  this Section 6.10 provided, may petition any court of
                  competent jurisdiction for an appointment of a successor
                  trustee.

            (d)   Any resignation or removal of the Trustee and appointment of a
                  successor trustee pursuant to any of the provisions of this
                  Section 6.10 shall become effective upon acceptance of
                  appointment by the successor trustee as provided in Section
                  6.11.

            SECTION 6.11.  Acceptance by Successor Trustee.

            Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor trustee,
the trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring trustee thereunder. Upon
request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and


                                       45
<PAGE>

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 6.06.

            No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

            Upon acceptance of appointment by a successor trustee as provided in
this Section 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities at their addresses as they shall
appear on the Security register. If the Company fails to mail such notice within
10 days after the acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

            SECTION 6.12.  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.

            In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any Securities 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
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities 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 the Securities or this Indenture elsewhere provides 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 Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

            SECTION 6.13. Limitation on Rights of Trustee as a Creditor.

            The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee


                                       46
<PAGE>

who has resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent included therein.

            SECTION 6.14.  Authenticating Agents.

            There may be one or more Authenticating Agents appointed by the
Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Securities issued
upon exchange or transfer thereof as fully to all intents and purposes as though
any such Authenticating Agent had been expressly authorized to authenticate and
deliver Securities; provided, that the Trustee shall have no liability to the
Company for any acts or omissions of the Authenticating Agent with respect to
the authentication and delivery of Securities. 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 $5,000,000 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 6.14 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 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 6.14 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

            Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.14, shall give
written notice of such appointment to the Company and shall mail notice of such
appointment to all Securityholders as the names and addresses of such holders
appear on the Security Register.


                                       47
<PAGE>

Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein.

            The Company, as borrower, 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 7.01.  Action by Securityholders.

            Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities 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
Securities voting in favor thereof at any meeting of such Securityholders duly
called and held in accordance with the provisions of Article VIII, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of such Securityholders.

            If the Company shall solicit from the Securityholders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for the determination of Securityholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action 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 Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
outstanding Securities 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


                                       48
<PAGE>

provisions of this Indenture not later than six months after the record date.

            SECTION 7.02.  Proof of Execution by Securityholders.

            Subject to the provisions of Section 6.01, 6.02 and 8.05, 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 Securities shall be proved by the Security
Register or by a certificate of the Security 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 8.06.

            SECTION 7.03.  Who Are Deemed Absolute Owners.

            Prior to due presentment for registration of transfer of any
Security, the Company, the Trustee, any Authenticating Agent, any paying agent,
any transfer agent and any Security registrar may deem the person in whose name
such Security shall be registered upon the Security Register to be, and may
treat him as, the absolute owner of such Security (whether or not such Security
shall be overdue) for the purpose of receiving payment of or on account of the
principal of and premium, if any, and (subject to Section 2.06) interest on such
Security and for all other purposes; and neither the Company nor the Trustee nor
any Authenticating Agent nor any paying agent nor any transfer agent nor any
Security 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 Security.

            SECTION 7.04. Securities Owned by Company Deemed Not Outstanding.

            In determining whether the holders of the requisite aggregate
principal amount of Securities have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or any
other obligor on the Securities or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Securities shall be disregarded and deemed
not to be outstanding for the purpose of any such determination; provided that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Securities which the
Trustee actually knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as outstanding for the
purposes of this Section 7.04 if the pledgee


                                       49
<PAGE>

shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Securities and that the pledgee is not the Company or any such other
obligor or person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee.

            SECTION 7.05. Revocation of Consents; Future Holders Bound.

            At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor),
subject to Section 7.01, the serial number of which is shown by the evidence to
be included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee at its principal office and upon
proof of holding as provided in Section 7.02, revoke such action so far as
concerns such Security (or so far as concerns the principal amount represented
by any exchanged or substituted Security). Except as aforesaid any such action
taken by the holder of any Security shall be conclusive and binding upon such
holder and upon all future holders and owners of such Security, and of any
Security issued in exchange or substitution therefor, irrespective of whether or
not any notation in regard thereto is made upon such Security or any Security
issued in exchange or substitution therefor.

                                 ARTICLE VIII

                           SECURITYHOLDERS' MEETINGS

            SECTION 8.01.  Purposes of Meetings.

            A meeting of Securityholders may be called at any time and from time
to time pursuant to the provisions of this Article VIII for any of the following
purposes:

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

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


                                       50
<PAGE>

            (c)   to consent to the execution of an indenture or indentures
                  supplemental hereto pursuant to the provisions of Section
                  9.02; 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 Securities under any other provision of this
                  Indenture or under applicable law.

            SECTION 8.02.  Call of Meetings by Trustee.

            The Trustee may at any time call a meeting of Securityholders to
take any action specified in Section 8.01, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, 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 Securities at their
addresses as they shall appear on the Securities Register. Such notice shall be
mailed not less than 20 nor more than 180 days prior to the date fixed for the
meeting.

            SECTION 8.03. Call of Meetings by Company or Securityholders.

            In case at any time the Company pursuant to a resolution of the
Board of Directors, or the holders of at least 10% in aggregate principal amount
of the Securities then outstanding, shall have requested the Trustee to call a
meeting of Securityholders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Securityholders may determine the time and the
place in said Borough of Manhattan for such meeting and may call such meeting to
take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.

            SECTION 8.04.  Qualifications for Voting.

            To be entitled to vote at any meeting of Securityholders a person
shall (a) be a holder of one or more Securities or (b) a person appointed by an
instrument in writing as proxy by a holder of one or more Securities. The only
persons who shall be entitled to be present or to speak at any meeting of
Securityholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


                                       51
<PAGE>

            SECTION 8.05.  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 Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

            The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

            Subject to the provisions of Section 8.04, at any meeting each
holder of Securities or proxy therefor shall be entitled to one vote for each
$1,000 principal amount of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security 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 Securities 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 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, and the meeting may be held as so adjourned without
further notice.

            SECTION 8.06.  Voting.

            The vote upon any resolution submitted to any meeting of holders of
Securities 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 Securities 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 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The



                                       52
<PAGE>

record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting. The holders of the
Series A Capital Securities and the Series B Capital Securities shall vote for
all purposes as a single class.

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

                                  ARTICLE IX

                                  AMENDMENTS

            SECTION 9.01.      Without Consent of Securityholders.

            The Company and the Trustee may from time to time and at any time
amend the Indenture, without the consent of the Securityholders, for one or more
of the following purposes:

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

            (b)   to add to the covenants of the Company such further covenants,
                  restrictions or conditions for the protection of the
                  Securityholders as the Board of Directors and the Trustee
                  shall consider to be for the protection of the
                  Securityholders, 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
                  remedies provided in this Indenture as herein set forth;
                  provided, however, that in respect of any such additional
                  covenant, restriction or condition such amendment 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 provide for the issuance under this Indenture of Securities
                  in coupon form (including Securities registrable as to
                  principal only) and to provide for exchangeability of such
                  Securities with the Securities issued hereunder in fully
                  registered form and to make all appropriate changes for such
                  purpose;


                                       53
<PAGE>

            (d)   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 Securities;

            (e)   to evidence and provide for the acceptance of appointment
                  hereunder by a successor trustee with respect to the
                  Securities;

            (f)   to make provision for transfer procedures, certification,
                  book-entry provisions, the form of restricted securities
                  legends, if any, to be placed on Securities, and all other
                  matters required pursuant to Section 2.07 or otherwise
                  necessary, desirable or appropriate in connection with the
                  issuance of Securities to holders of Capital Securities in the
                  event of a distribution of Securities by OnBank Capital Trust
                  following a Dissolution Event;

            (g)   to qualify or maintain qualification of this Indenture under
                  the Trust Indenture Act; or

            (h)   to make any change that does not adversely affect the rights
                  of any Securityholder in any material respect.

            The Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture to effect such amendment, 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 amendment to the Indenture authorized by the provisions of this
Section 9.01 may be executed by the Company and the Trustee without the consent
of the holders of any of the Securities at the time outstanding, notwithstanding
any of the provisions of Section 9.02.

            SECTION 9.02.  With Consent of Securityholders.

            With the consent (evidenced as provided in Section 7.01) of the
holders of a majority in aggregate principal amount of the Securities at the
time outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time amend the Indenture for the
purpose of


                                       54
<PAGE>

adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
holders of the Securities; provided, however, that no such amendment shall
without the consent of the holders of each Security then outstanding and
affected thereby (i) extend the Maturity Date of any Security, or reduce the
rate or extend the time of payment of interest thereon (except as contemplated
by Article XVI), or reduce the principal amount thereof, 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
Securities, or impair or affect the right of any Securityholder to institute
suit for payment thereof, or (ii) reduce the aforesaid percentage of Securities
the holders of which are required to consent to any such amendment to the
Indenture, PROVIDED, HOWEVER, that if the Securities are held by OnBank Capital
Trust, such amendment shall not be effective until the holders of a majority in
liquidation amount of Trust Securities shall have consented to such amendment;
PROVIDED, FURTHER, that if the consent of the holder of each outstanding
Security is required, such amendment shall not be effective until each holder of
the Trust Securities shall have consented to such amendment.

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

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, prepared by the
Company, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders as their names and addresses appear upon the
Security 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 9.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

            SECTION 9.03.     Compliance with Trust Indenture Act;
                              Effect of Supplemental Indentures.

            Any supplemental indenture executed pursuant to the provisions of
this Article IX shall comply with the Trust


                                       55
<PAGE>

Indenture Act. Upon the execution of any supplemental indenture pursuant to
the provisions of this Article IX, this Indenture shall be and be deemed to
be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of Securities 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 9.04.  Notation on Securities.

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

            SECTION 9.05.     Evidence of Compliance of Supplemental
                              Indenture to be Furnished Trustee.

            The Trustee, subject to the provisions of Sections 6.01 and 6.02,
may 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.

                                   ARTICLE X

            CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

            SECTION 10.01.    Company May Consolidate, etc., on Certain Terms.

            Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company, as the case may be), or
successive consolidations or mergers in which the Company or its successor or
successors, as the case may be, shall be a party or parties, or shall prevent
any sale, conveyance, transfer or lease of the property of the Company, or its
successor or successors as the case may be, as an entirety, or substantially as
an entirety, to any other Person (whether or not affiliated with the Company, or
its successor or successors, as the case may be authorized to acquire and
operate the same; PROVIDED, that (a) the Company is the


                                       56
<PAGE>

surviving Person, or the Person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, conveyance, transfer
or lease of property is made is a Person organized and existing under the laws
of the United States or any State thereof or the District of Columbia, and (b)
upon any such consolidation, merger, sale, conveyance, transfer or lease, the
due and punctual payment of the principal of (and premium, if any) and interest
on the Securities according to their tenor and the due and punctual performance
and observance of all the covenants and conditions of this Indenture to be kept
or performed by the Company shall be expressly assumed, by supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act, as
then in effect) satisfactory in form to the Trustee executed and delivered to
the Trustee by the Person formed by such consolidation, or into which the
Company shall have been merged, or by the Person which shall have acquired such
property, as the case may be, and (c) after giving effect to such consolidation,
merger, sale, conveyance, transfer or lease, no Default or Event of Default
shall have occurred and be continuing.

            SECTION 10.02. Successor Corporation to be Substituted for Company.

            In case of any such consolidation, merger, conveyance or transfer
and upon the assumption by the successor corporation, 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 Securities and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, such successor Person shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the Company thereupon shall be
relieved of any further liability or obligation hereunder or upon the
Securities. Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of ONBANCorp, Inc., any or all of
the Securities issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee or the Authenticating Agent; and,
upon the order of such successor Person instead of the Company and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee or the Authenticating Agent shall authenticate and deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee or the Authenticating Agent for authentication,
and any Securities which such successor Person thereafter shall cause to be
signed and delivered to the Trustee or the Authenticating Agent for that
purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Indentures had been issued at the date of the execution hereof.


                                       57


<PAGE>

            SECTION 10.03. Opinion of Counsel to be Given Trustee.

            The Trustee, subject to the provisions of Sections 6.01 and 6.02,
may receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or
required by the terms of this Article X complies with the provisions of this
Article X.

                                  ARTICLE XI

                    SATISFACTION AND DISCHARGE OF INDENTURE

            SECTION 11.01. Discharge of Indenture.

            When (a) the Company shall deliver to the Trustee for cancellation
all Securities theretofore authenticated (other than any Securities which shall
have been destroyed, lost or stolen and which shall have been replaced as
provided in Section 2.08) and not theretofore cancelled, or (b) all the
Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay on the Maturity Date or upon redemption all of the Securities
(other than any Securities which shall have been destroyed, lost or stolen and
which shall have been replaced as provided in Section 2.08) not theretofore
cancelled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to the Maturity Date or
redemption date, as the case may be, but excluding, however, the amount of any
moneys for the payment of principal of or premium, if any, or interest on the
Securities (1) theretofore repaid to the Company in accordance with the
provisions of Section 11.04, or (2) paid to any State or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect except for the provisions of Sections 2.02, 2.07, 2.08, 3.01, 3.02, 3.04,
6.06, 6.10 and 11.04 hereof, which shall survive until such Securities shall
mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall survive, and
the Trustee, on demand of the Company accompanied by any Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture, the Company, however, hereby agreeing to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
in connection with this Indenture or the Securities.



                                       58
<PAGE>

            SECTION 11.02.    Deposited Moneys and U.S. Government
                              Obligations to be Held in Trust by
                              Trustee.

            Subject to the provisions of Section 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Sections 11.01 or
11.05 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for the payment of which
such moneys or U.S. Government Obligations have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and
interest.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 11.05 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the holders of outstanding Securities.

            SECTION 11.03. Paying Agent to Repay Moneys Held.

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

            SECTION 11.04. Return of Unclaimed Moneys.

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

            SECTION 11.05.    Defeasance Upon Deposit of Moneys or
                              U.S. Government Obligations.

            The Company shall be deemed to have been Discharged (as defined
below) from its obligations with respect to the Securities on the 91st day after
the applicable conditions set forth below have been satisfied:

            (1)   the Company shall have deposited or caused to be deposited
                  irrevocably with the Trustee or the


                                       59
<PAGE>

                  Defeasance Agent (as defined below) as trust funds in trust,
                  specifically pledged as security for, and dedicated solely to,
                  the benefit of the holders of the Securities (i) money in an
                  amount, or (ii) U.S. Government Obligations which through the
                  payment of interest and principal in respect thereof in
                  accordance with their terms will provide, not later than one
                  day before the due date of any payment, money in an amount, or
                  (iii) a combination of (i) and (ii), sufficient, in the
                  opinion (with respect to (ii) and (iii)) of a nationally
                  recognized firm of independent public accountants expressed in
                  a written certification thereof delivered to the Trustee and
                  the Defeasance Agent, if any, to pay and discharge each
                  installment of principal of and interest and premium, if any,
                  on the outstanding Securities on the dates such installments
                  of principal, interest or premium are due;

            (2)   if the Securities are then listed on any national securities
                  exchange, the Company shall have delivered to the Trustee and
                  the Defeasance Agent, if any, an Opinion of Counsel to the
                  effect that the exercise of the option under this Section
                  11.05 would not cause such Securities to be delisted from such
                  exchange;

            (3)   no Default or Event of Default with respect to the Securities
                  shall have occurred and be continuing on the date of such
                  deposit; and

            (4)   the Company shall have delivered to the Trustee and the
                  Defeasance Agent, if any, an Opinion of Counsel to the effect
                  that holders of the Securities will not recognize income, gain
                  or loss for United States federal income tax purposes as a
                  result of the exercise of the option under this Section 11.05
                  and will be subject to United States federal income tax on the
                  same amount and in the same manner and at the same times as
                  would have been the case if such option had not been
                  exercised, and such opinion shall be based on a statute so
                  providing or be accompanied by a private letter ruling to that
                  effect received from the United States Internal Revenue
                  Service or a revenue ruling pertaining to a comparable form of
                  transaction to that effect published by the United States
                  Internal Revenue Service.

            "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities (and the Trustee, at the expense of the Company,
shall execute


                                       60
<PAGE>

proper instruments acknowledging the same), except (A) the rights of holders of
Securities to receive, from the trust fund described in clause (1) above,
payment of the principal of and the interest and premium, if any, on the
Securities when such payments are due; (B) the Company's obligations with
respect to the Securities under Sections 2.07, 2.08, 5.02 and 11.04; and (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder.

            "Defeasance Agent" means another financial institution which is
eligible to act as Trustee hereunder and which assumes all of the obligations of
the Trustee necessary to enable the Trustee to act hereunder. In the event such
a Defeasance Agent is appointed pursuant to this Section, the following
conditions shall apply:

            (1)   The Trustee shall have approval rights over the document
                  appointing such Defeasance Agent and the document setting
                  forth such Defeasance Agent's rights and responsibilities;

            (2)   The Defeasance Agent shall provide verification to the Trustee
                  acknowledging receipt of sufficient money and/or U. S.
                  Government Obligations to meet the applicable conditions set
                  forth in this Section 11.05.

                                  ARTICLE XII

                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                            OFFICERS AND DIRECTORS

            SECTION 12.01. Indenture and Securities Solely Corporate
                           Obligations.

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


                                       61
<PAGE>

                                 ARTICLE XIII

                           MISCELLANEOUS PROVISIONS

            SECTION 13.01. Successors.

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

            SECTION 13.02. Official Acts by Successor Corporation.

            Any act or proceeding by any provision of this Indenture authorized
or required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at the time be
the lawful sole successor of the Company.

            SECTION 13.03. Surrender of Company Powers.

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

            SECTION 13.04. Addresses for Notices, etc.

            Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the purpose)
to the Company at 101 South Salina Street, Syracuse, New York 13202, Attention:
Robert J. Berger, Senior Vice President, Treasurer and Chief Financial Officer.
Any notice, direction, request or demand by any Securityholder 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, 101 Barclay
Street, 21 West, New York, New York 10286, Attention: Corporate Trust
Administration Department (unless another address is provided by the Trustee to
the Company for such purpose). Any notice or communication to a Securityholder
shall be mailed by first class mail to his or her address shown on the register
kept by the Security Registrar.

            SECTION 13.05. Governing Law.

            This Indenture and each Security shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
governed by and construed in accordance


                                       62
<PAGE>

with the laws of said State, without regard to conflicts of laws principles
thereof.

            SECTION 13.06.    Evidence of Compliance with Conditions
                              Precedent.

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

            Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (except certificates delivered pursuant to
Section 3.05) 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 13.07. Business Days.

            In any case where the date of payment of principal of or premium, if
any, or interest on the Securities will not be a Business Day, the payment of
such principal of or premium, if any, or interest on the Securities need not be
made on such date but may be made on the next succeeding Business Day (and
without any interest or other payment in respect of such delay), except that if
such next succeeding Business Day falls in the next succeeding calendar year,
then such payment shall be made on the immediately preceeding Business Day, in
each case with the same force and effect as if made on the date of payment and
no interest shall accrue for the period from and after such date.

            SECTION 13.08. Trust Indenture Act to Control.

            If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such imposed duties shall
control.


                                       63
<PAGE>

            SECTION 13.09. 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 13.10. 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 13.11. Separability.

            In case any one or more of the provisions contained in this
Indenture or in the Securities 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
the Securities, but this Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

            SECTION 13.12. Assignment.

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

            SECTION 13.13. Acknowledgement of Rights.

            The Company acknowledges that, with respect to any Securities held
by OnBank Capital Trust or a trustee of such trust, if the Property Trustee of
such Trust fails to enforce its rights under this Indenture as the holder of the
Securities held as the assets of OnBank Capital Trust any holder of Capital
Securities may institute legal proceedings directly against the Company to
enforce such Property Trustee's rights under this Indenture without first
instituting any legal proceedings against such Property Trustee or any other
person or entity. Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Company to pay principal of or premium, if any, or interest on the Securities
when due, the Company acknowledges that a holder of Capital Securities may
directly institute a proceeding for enforcement of payment to such holder of the
principal of or premium, if any, or interest on the Securities having a
principal


                                       64
<PAGE>

amount equal to the aggregate liquidation amount of the Capital Securities of
such holder on or after the respective due date specified in the Securities.

                                  ARTICLE XIV

                  Prepayment OF SECURITIES -- MANDATORY AND
                             OPTIONAL SINKING FUND

            SECTION 14.01.    Special Event Prepayment.

            If, prior to the Initial Optional Prepayment Date, a Special Event
has occurred and is continuing then, notwithstanding Section 14.02(a) but
subject to Section 14.02(c), the Company shall have the right, at any time
within 90 days following the occurrence of such Special Event, upon (i) not less
than 45 days written notice to the Trustee and (ii) not less than 30 days nor
more than 60 days written notice to the Securityholders, to redeem the
Securities, in whole (but not in part), at the Special Event Prepayment Price.
Following a Special Event, the Company shall take such action as is necessary to
promptly determine the Special Event Prepayment Price, including without
limitation the appointment by the Company of a Quotation Agent. The Special
Event Prepayment Price shall be paid prior to 12:00 noon, New York time, on the
date of such redemption or such earlier time as the Company determines, PROVIDED
that the Company shall deposit with the Trustee an amount sufficient to pay the
Special Event Prepayment Price by 10:00 a.m., New York time, on the date such
Special Event Prepayment Price is to be paid.

            SECTION 14.02.    Optional Prepayment by Company.

            (a) Subject to the provisions of this Article XIV, the Company shall
have the right to redeem the Securities, in whole or in part, from time to time,
on or after the Initial Optional Prepayment Date, at the redemption prices set
forth below (expressed as percentages of principal) plus, in each case, accrued
and unpaid interest thereon (including Additional Interest and Compounded
Interest, if any) to the applicable date of redemption (the "Optional Prepayment
Price") if redeemed during the 12-month period beginning February 1 of the years
indicated below.


                                       65
<PAGE>

<TABLE>
<CAPTION>

                    Year                           Percentage
                    ----                           ----------
<S>                 <C>                             <C>
                    2007                            104.625%
                    2008                            104.163%
                    2009                            103.700%
                    2010                            103.238%
                    2011                            102.775%
                    2012                            102.313%
                    2013                            101.850%
                    2014                            101.388%
                    2015                            100.925%
                    2016                            100.463%
                    2017 and thereafter             100.000%
                                                    --------

</TABLE>

            If the Securities are only partially redeemed pursuant to this
Section 14.02, the Securities will be redeemed PRO RATA or by lot or by any
other method utilized by the Trustee; PROVIDED, that if at the time of
redemption the Securities are registered as a Global Security, the Depositary
shall determine, in accordance with its procedures, the principal amount of such
Securities held by each holder of a Security to be redeemed. The Optional
Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date
of such redemption or at such earlier time as the Company determines, PROVIDED
that the Company shall deposit with the Trustee an amount sufficient to pay the
Optional Prepayment Price by 10:00 a.m., New York time, on the date such
Optional Prepayment Price is to be paid.

            (b) Notwithstanding the first sentence of Section 14.02, upon the
entry of an order for dissolution of the OnBank Capital Trust by a court of
competent jurisdiction, the Securities thereafter will be subject to optional
redemption, in whole only, but not in part, on or after February 1, 2007, at the
optional redemption prices set forth in Section 14.02 and otherwise in
accordance with this Article XIV.

            (c) Any redemption of Securities pursuant to Section 14.01 or
Section 14.02 shall be subject to the Company obtaining the prior approval of
the Federal Reserve, if such approval is then required under applicable capital
guidelines or policies of the Federal Reserve.

            SECTION 14.03.  No Sinking Fund.

            The Securities are not entitled to the benefit of any sinking fund.

            SECTION 14.04.    Notice of Prepayment; Selection of Securities.

            In case the Company shall desire to exercise the right to redeem
all, or, as the case may be, any part of the Securities in accordance with their
terms, it shall fix a date for redemption and shall mail a notice of such
redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to


                                       66
<PAGE>

the holders of Securities so to be redeemed as a whole or in part at their last
addresses as the same appear on the Security 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 Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

            Each such notice of redemption shall specify the CUSIP number of the
Securities to be redeemed, the date fixed for redemption, the redemption price
at which the Securities are to be redeemed (or the method by which such
redemption price is to be calculated), the place or places of payment that
payment will be made upon presentation and surrender of the Securities, 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 Securities are
to be redeemed the notice of redemption shall specify the numbers of the
Securities to be redeemed. In case any Security is 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 Security, a new Security or Securities in principal
amount equal to the unredeemed portion thereof will be issued.

            By 10:00 a.m. New York time on the redemption date specified in the
notice of redemption given as provided in this Section, the Company will deposit
with the Trustee or with one or more paying agents an amount of money sufficient
to redeem on the redemption date all the Securities so called for redemption at
the appropriate Prepayment Price, together with accrued interest to the date
fixed for redemption.

            The Company will give the Trustee notice not less than 45 days prior
to the redemption date as to the aggregate principal amount of Securities to be
redeemed and the Trustee shall select, in such manner as in its sole discretion
it shall deem appropriate and fair, the Securities or portions thereof (in
integral multiples of $1,000, except as otherwise set forth in the applicable
form of Security) to be redeemed.

            SECTION 14.05.    Payment of Securities Called for Prepayment.

            If notice of redemption has been given as provided in Section 14.04,
the Securities or portions of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable Prepayment Price, together with interest
accrued to the date fixed for redemption (subject to the rights of holders of
Securities on the close of business on a regular


                                       67
<PAGE>

record date in respect of an Interest Payment Date occurring on or prior to the
redemption date), and on and after said date (unless the Company shall default
in the payment of such Securities at the Prepayment Price, together with
interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue. On presentation and
surrender of such Securities at a place of payment specified in said notice, the
said Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable Prepayment Price, together with interest accrued
thereon to the date fixed for redemption (subject to the rights of holders of
Securities on the close of business on a regular record date in respect of an
Interest Payment Date occurring on or prior to the redemption date).

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


                                       68
<PAGE>

                                  ARTICLE XV

                          SUBORDINATION OF SECURITIES

            SECTION 15.01. Agreement to Subordinate.

            The Company covenants and agrees, and each holder of Securities
issued hereunder likewise covenants and agrees, that the Securities shall be
issued subject to the provisions of this Article XV; and each holder of a
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

            The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right of payment to
all Senior Indebtedness, 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 15.02. Default on Senior Indebtedness.

            In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment due
on any Senior Indebtedness, or in the event that the maturity of any Senior
Indebtedness has been accelerated because of a default, then, in either case, no
payment shall be made by the Company with respect to the principal (including
redemption payments) of or premium, if any, or interest on the Securities.

            In the event of the acceleration of the maturity of the Securities,
then no payment shall be made by the Company with respect to the principal
(including redemption payments) of or premium, if any, or interest on the
Securities until the holders of all Senior Indebtedness outstanding at the time
of such acceleration shall receive payment in full of such Senior Indebtedness
(including any amounts due upon acceleration).

            In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
paragraphs of this Section 15.02, such payment shall 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 such Senior


                                       69
<PAGE>

Indebtedness and only the amounts specified in such notice to the Trustee
shall be paid to the holders of such Senior Indebtedness.

            SECTION 15.03. Liquidation; Dissolution; Bankruptcy.

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

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


                                       70
<PAGE>

            For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XV with respect
to the Securities to the payment of Senior Indebtedness that may at the time be
outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale,
conveyance, transfer or lease of its property as an entirety, or substantially
as an entirety, to another Person upon the terms and conditions provided for in
Article X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other Person shall, as a part of such consolidation, merger, sale, conveyance,
transfer or lease, comply with the conditions stated in Article X of this
Indenture. Nothing in Section 15.02 or in this Section 15.03 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.05 of this
Indenture.

            SECTION 15.04. Subrogation.

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

            Nothing contained in this Article XV or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness of the Company, and the
holders of the Securities, the obligation of the Company, which is absolute


                                       71
<PAGE>

and unconditional, to pay to the holders of the Securities the principal of (and
premium, if any) and interest on the Securities 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 Securities and creditors
of the Company, as the case may be, other than the holders of Senior
Indebtedness of the Company, as the case may be, nor shall anything herein or
therein prevent the Trustee or the holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article XV of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company,
as the case may be, received upon the exercise of any such remedy.

            Upon any payment or distribution of assets of the Company referred
to in this Article XV, the Trustee, subject to the provisions of Article VI of
this Indenture, and the Securityholders shall be entitled to conclusively rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or to the Securityholders, for the purposes of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, as the case may be, 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 15.05. 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 15.06.  Notice by the Company.

            The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities 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 Securities pursuant to the provisions of this Article XV, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any trustee therefor; and before the receipt of any such


                                       72
<PAGE>

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 15.06 at least two 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 Security), 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 two 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 of the Company (or a trustee on behalf of such holder), as the case
may be, to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XV, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article XV, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

            Upon any payment or distribution of assets of the Company referred
to in this Article XV, the Trustee and the Securityholders shall be entitled to
rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Trustee or to the
Securityholders, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XV.


                                       73
<PAGE>

            SECTION 15.07.    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 of the Company,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Article VI of this Indenture, the Trustee shall not
be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Securityholders, the Company or any other Person money or assets to
which any holder of such Senior Indebtedness shall be entitled by virtue of this
Article XV or otherwise.

            Nothing in this Article XV shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.06.

            SECTION 15.08.    Subordination May Not Be Impaired.

            No right of any present or future holder of any Senior Indebtedness
of the Company to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company, as the case may be, or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company, as the case may be,
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 of the Company 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 Securities 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


                                       74
<PAGE>

Indebtedness; (iii) release any Person liable in any manner for the collection
of such Senior Indebtedness; and (iv) exercise or refrain from exercising any
rights against the Company, as the case may be, and any other Person.

                                  ARTICLE XVI

                     EXTENSION OF INTEREST PAYMENT PERIOD

            SECTION 16.01.  Extension of Interest Payment Period.

            So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the term
of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 10 consecutive
semi-annual periods, including the first such semi-annual period during such
extension period (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; PROVIDED THAT no
Extended Interest Payment Period shall end on a date other than an Interest
Payment Date or extend beyond the Maturity Date. To the extent permitted by
applicable law, interest, the payment of which has been deferred because of the
extension of the interest payment period pursuant to this Section 16.01, will
bear interest thereon at the Coupon Rate compounded semi-annually for each
semi-annual period of the Extended Interest Payment Period ("Compounded
Interest"). At the end of the Extended Interest Payment Period, the Company
shall pay all interest accrued and unpaid on the Securities, including any
Additional Interest and Compounded Interest (together, "Deferred Interest") that
shall be payable to the holders of the Securities in whose names the Securities
are registered in the Security Register on the first record date preceding the
end of the Extended Interest Payment Period. Before the termination of any
Extended Interest Payment Period, the Company may further defer payments of
interest by further extending such period, PROVIDED that such period, together
with all such previous and further extensions within such Extended Interest
Payment Period, shall not exceed 10 consecutive semi-annual periods, including
the first such semi-annual period during such Extended Interest Payment Period,
end on a date other than an Interest Payment Date or extend beyond the Maturity
Date of the Securities. Upon the termination of any Extended Interest Payment
Period and the payment of all Deferred Interest then due, the Company may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extended Interest
Payment Period, except at the end thereof, but the Company may prepay at any
time all or any portion of the interest accrued during an Extended Interest
Payment Period.


                                       75
<PAGE>

            SECTION 16.02.    Notice of Extension.

            (a) If the Property Trustee is the only registered holder of the
Securities at the time the Company selects an Extended Interest Payment Period,
the Company shall give written notice to the Administrative Trustees, the
Property Trustee and the Trustee of its selection of such Extended Interest
Payment Period five Business Days before the earlier of (i) the next succeeding
date on which Distributions on the Trust Securities issued by OnBank Capital
Trust are payable, or (ii) the date the Trust is required to give notice of the
record date, or the date such Distributions are payable, to any national
securities exchange or to holders of the Capital Securities issued by the Trust,
but in any event at least five Business Days before such record date.

            (b) If the Property Trustee is not the only holder of the Securities
at the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Securities and the Trustee written notice of its
selection of such Extended Interest Payment Period at least 10 Business Days
before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the
date the Company is required to give notice of the record or payment date of
such interest payment to any national securities exchange.

            (c) The semi-annual period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 16.02 shall be counted as one of the 10
semi-annual periods permitted in the maximum Extended Interest Payment Period
permitted under Section 16.01.


                                       76
<PAGE>

            The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

            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.

                                          ONBANCORP, INC.

                                          By /s/ Robert J. Berger
                                             --------------------------
                                              Name: Robert J. Berger
                                              Title: Chief Financial Officer

                                          THE BANK OF NEW YORK,
                                          as Trustee

                                          By /s/ Vivian Georges
                                             --------------------------
                                              Name: Vivian Georges
                                              Title: Assistant Vice President



<PAGE>

                                   EXHIBIT A

                          (FORM OF FACE OF SECURITY)

            [IF THE SECURITY IS A GLOBAL SECURITY, INSERT: - THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF
THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

            UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

            THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
"AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7)
OF RULE

                                       A-1
<PAGE>

501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, SUBJECT TO THE RIGHT OF THE COMPANY PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY
TO THE COMPANY, AND (ii) PURSUANT TO CLAUSE (E), TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS SECURITY IS COMPLETED
AND DELIVERED BY THE TRANSFEREE TO THE COMPANY. SUCH HOLDER FURTHER AGREES THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

No.                                           CUSIP No. ______________

                                       A-2
<PAGE>

                                ONBANCORP, INC.

[   ]% SERIES ___ JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
                              DUE _________, 2027

            ONBANCorp, Inc., a Delaware corporation (the "Company", which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ______________ or
registered assigns, the principal sum of _____________ Dollars on
________________, 2027 (the "Maturity Date"), unless previously redeemed, and
to pay interest on the outstanding principal amount hereof from
_______________, 1997, or from the most recent interest payment date (each
such date, an "Interest Payment Date") to which interest has been paid or
duly provided for, semi-annually (subject to deferral as set forth herein) in
arrears on ____________ and ___________ of each year, commencing
_____________, 1997, at the rate of [ ]% per annum until the principal hereof
shall have become due and payable, and on any overdue principal and premium,
if any, and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded semi-annually. The amount of
interest payable on any Interest Payment Date shall be computed on the basis
of a 360-day year of twelve 30-day months and, for any period less than a
full calendar month, the number of days elapsed in such month. In the event
that any date on which the principal of (or premium, if any) or interest on
this Security is payable is not a Business Day, then the payment payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that if such next succeeding Business Day falls in the next calendar year,
then such payment shall be made on the immediately preceding Business Day in
each case with the same force and effect as if made on such date. Pursuant to
the Indenture, in certain circumstances the Company will be required to pay
Additional Interest (as defined in the Indenture) with respect to this
Security. Pursuant to the Registration Rights Agreement, in certain limited
circumstances the Company will be required to pay liquidated damages (as set
forth in the Registration Rights Agreement) with respect to this Security.

            The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name this Security (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of business
on the regular record date for such interest installment, which shall be the
first day of the month in which the relevant interest payment date falls. Any
such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the holders on such regular record date and may
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the holders of Securities not less than


                                       A-3
<PAGE>

10 days prior to such special record date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.

            The principal of (and premium, if any) and interest on this Security
shall be payable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts; PROVIDED,
HOWEVER, that, payment of interest may be made at the option of the Company by
(i) check mailed to the holder at such address as shall appear in the Security
Register or (ii) by transfer to an account maintained by the Person entitled
thereto, provided that proper written transfer instructions have been received
by the relevant record date. Notwithstanding the foregoing, so long as the
Holder of this Security is the Property Trustee, the payment of the principal of
(and premium, if any) and interest on this Security will be made at such place
and to such account as may be designated by the Property Trustee.

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

            This Security 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.

                                       A-4
<PAGE>

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

            IN WITNESS WHEREOF, the Company has executed this certificate this
4th day of February, 1997.

                                    OnBank Capital Trust I

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

Attest:

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

                         CERTIFICATE OF AUTHENTICATION

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

Dated: February 4, 1997

                                              THE BANK OF NEW YORK,
                                              as Trustee

                                              By

                                                ---------------------
                                                Authorized Signatory




                                     A-5
<PAGE>

                         (FORM OF REVERSE OF SECURITY)

            This Security is one of the Securities of the Company (herein
sometimes referred to as the "Securities"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture, dated as of February
4, 1997 (the "Indenture"), duly executed and delivered between the Company and
The Bank of New York, as Trustee (the "Trustee"), to which Indenture reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Securities.

            Upon the occurrence and continuation of a Special Event prior to
_________, 2007 (the "Initial Optional Prepayment Date"), the Company shall have
the right, at any time within 90 days following the occurrence of such Special
Event, to redeem this Security in whole (but not in part) at the Special Event
Prepayment Price. "Special Event Prepayment Price" shall mean, with respect to
any prepayment of the Securities following a Special Event, an amount in cash
equal to the greater of (i) 100% of the principal amount of the securities to be
redeemed or (ii) the sum, as determined by a Quotation Agent, of the present
values of the principal amount and premium payable with respect to an Optional
Prepayment (as defined below) of this Security on the Initial Optional
Prepayment Date, together with scheduled payments of interest on this Security
from the prepayment date to and including the Initial Optional Prepayment Date,
discounted to the prepayment date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus, in
the case of each of clauses (i) and (ii), any accrued but unpaid interest
thereon, including Compounded Interest and Additional Interest, if any, to the
date of such prepayment.

            In addition, the Company shall have the right to redeem this
Security, in whole or in part, at any time on or after the Initial Optional
Prepayment Date (an "Optional Prepayment"), at the prepayment prices set forth
below (expressed as percentages of principal to be redeemed) plus, in each case,
accrued and unpaid interest thereon (including Additional Interest and
Compounded Interest, if any) to the applicable date of prepayment (the "Optional
Prepayment Price") if redeemed during the 12-month period beginning __________
of the years indicated below.

<TABLE>
<CAPTION>

                    Year                           Percentage
                    ----                           ----------
<S>                 <C>                              <C>
                    2007                             %
                    2008                             %
                    2009                             %
                    2010                             %
                    2011                             %
                    2012                             %
                    2013                             %
                    2014                             %

</TABLE>


                                       A-6
<PAGE>

<TABLE>

<S>                 <C>                            <C>
                    2015                             %
                    2016                             %
                    2017 and thereafter            100.000%

</TABLE>

            The Optional Prepayment Price or the Special Event Prepayment Price,
as the case requires, shall be paid prior to 12:00 noon, New York time, on the
date of such prepayment or at such earlier time as the Company determines,
provided, that the Company shall deposit with the Trustee an amount sufficient
to pay the applicable Prepayment Price by 10:00 a.m., New York City time, on the
date such Prepayment Price is to be paid. Any redemption pursuant to this
paragraph will be made upon not less than 30 days nor more than 60 days notice.
If the Securities are only partially prepayment by the Company pursuant to an
Optional Prepayment, the Securities will be prepaid PRO RATA or by lot or by any
other method utilized by the Trustee; PROVIDED that if, at the time of
prepayment, the Securities are registered as a Global Security, the Depositary
shall determine the particular Securities to be redeemed in accordance with its
procedures.

            In the event of prepayment of this Security in part only, a new
Security or Securities for the unrepaid portion hereof will be issued in the
name of the holder hereof upon the cancellation hereof.

            Notwithstanding the foregoing, any prepayment of Securities by the
Company shall be subject to the prior approval of the Board of Governors of the
Federal Reserve System (the "Federal Reserve"), if such approval is then
required under capital guidelines or policies of the Federal Reserve.

            In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Securities may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

            The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the Securities at the time outstanding, as defined in the Indenture,
to execute supplemental indentures for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of modifying in any manner the rights of the holders of the Securities;
provided, however, that no such supplemental indenture shall, without the
consent of each holder of Securities then outstanding and affected thereby, (i)
extend the Maturity Date of any Securities, or reduce the principal amount
thereof, or reduce any amount payable on prepayment thereof, or reduce the rate
or extend the time of payment of interest thereon (subject to Article XVI of the
Indenture), or make the principal of, or interest or premium on, the Securities
payable in any coin or currency other than U.S. dollars, or impair or affect the
right of any holder of Securities to institute suit for the payment thereof, or
(ii) reduce the aforesaid percentage of Securities, the holders of which


                                       A-7
<PAGE>

are required to consent to any such supplemental indenture. The Indenture also
contains provisions permitting the holders of a majority in aggregate principal
amount of the Securities at the time outstanding affected thereby, on behalf of
all of the holders of the Securities, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture, and its consequences, except a default in the payment
of the principal of or premium, if any, or interest on any of the Securities or
a default in respect of any covenant or provision under which the Indenture
cannot be modified or amended without the consent of each holder of Securities
then outstanding. Any such consent or waiver by the holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future holders and owners of this Security and of
any Security issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Security.

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

            So long as no Event of Default shall have occurred and be
continuing, the Company shall have the right, at any time and from time to time
during the term of the Securities, to defer payments of interest by extending
the interest payment period of such Securities for a period not exceeding 10
consecutive semi-annual periods, including the first such semi-annual period
during such extension period, and not extending beyond the Maturity Date of the
Securities (an "Extended Interest Payment Period"), or ending on a date other
than an Interest Payment Date, at the end of which period the Company shall pay
all interest then accrued and unpaid (together with interest thereon at the rate
specified for the Securities to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such Extended
Interest Payment Period, the Company may further defer payments of interest by
further extending such Extended Interest Payment Period, PROVIDED that such
Extended Interest Payment Period, together with all such previous and further
extensions within such Extended Interest Payment Period, (i) shall not exceed 10
consecutive semi-annual periods, including the first semi-annual period during
such Extended Interest Payment Period, (ii) shall not end on any date other than
an Interest Payment Date, and (iii) shall not extend beyond the Maturity Date of
the Securities. Upon the termination of any such Extended Interest Payment
Period and the payment of all accrued and unpaid interest and any additional
amounts then due, the Company may commence a new Extended Interest Payment
Period, subject to the foregoing requirements.


                                       A-8
<PAGE>

            The Company has agreed that it will not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock (which
includes common and preferred stock) or (ii) make any payment of principal,
interest or premium, if any, on or repay or repurchase or redeem any debt
securities of the Company that rank PARI PASSU with or junior in right of
payment to the Securities or (iii) make any guarantee payments with respect to
any guarantee by the Company of the debt securities or any Subsidiary of the
Company (including any other Guarantees) if such guarantee ranks PARI PASSU or
junior in right of payment to the Securities (other than (a) dividends or
distributions in shares of, or options, warrants or rights to subscribe for or
purchase shares of, Common Stock of the Company, (b) any declaration of a
dividend in connection with the implementation of a stockholder's rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the Series A
Capital Securities Guarantee, (d) as a result of a reclassification of the
Company's capital stock or the exchange or the conversion of one class or series
of the Company's capital stock, for another class or series of the Company's
capital stock, (e) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the exchange or conversion of such capital
stock or the security being exchanged or converted, and (f) purchases of Common
Stock related to the issuance of Common Stock or rights under any of the
Company's benefit plans for its directors, officers or employees or any of the
Company's dividend reinvestment plans) if at such time (i) there shall have
occurred any event of which the Company has actual knowledge that (a) is or,
with the giving of notice or the lapse of time, or both, would be, an Event of
Default and (b) in respect of which the Company shall not have taken reasonable
steps to cure, (ii) if the Securities are held by OnBank Capital Trust, the
Company shall be in default with respect to its payment obligations under the
Capital Securities Guarantee or (iii) the Company shall have given notice of its
election of the exercise of its right to extend the interest payment period and
any such extension shall be continuing.

            Subject to (i) the prior approval of the Federal Reserve if such
approval is then required under capital guidelines or policies of the Federal
Reserve, and (ii) the receipt by the Company of an opinion of counsel to the
effect that such distribution will not be a taxable event to holders of Capital
Securities, the Company will have the right at any time to liquidate the OnBank
Capital Trust and cause the Securities to be distributed to the holders of the
Trust Securities in liquidation of the Trust.

            The Securities are issuable only in registered form without coupons
in denominations of $1,000.00 and any integral multiple thereof. As provided in
the Indenture and subject to the transfer restrictions limitations as may be
contained herein and therein from time to time, this Security is transferable by
the holder hereof on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the


                                       A-9
<PAGE>

office or agency of the Company in the City and State of New York accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

            Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, any authenticating agent, any paying agent,
any transfer agent and the registrar may deem and treat the holder hereof as the
absolute owner hereof (whether or not this Security shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other
than the Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and premium, if any, and (subject to the
Indenture) interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any authenticating agent nor any paying agent nor
any transfer agent nor any registrar shall be affected by any notice to the
contrary.

            No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor Person, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

            All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

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


                                      A-10