Exhibit 4.1
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                          JUNIOR SUBORDINATED INDENTURE



                                     between



                     FIRST LITCHFIELD FINANCIAL CORPORATION




                                       and




                            WILMINGTON TRUST COMPANY,
                                   as Trustee




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


                            Dated as of June 16, 2006


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

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<PAGE>

                                TABLE OF CONTENTS


                                                                            Page


                                    ARTICLE I
             Definitions and Other Provisions of General Application

SECTION 1.1.   Definitions.....................................................1
SECTION 1.2.   Compliance Certificate and Opinions............................11
SECTION 1.3.   Forms of Documents Delivered to Trustee........................11
SECTION 1.4.   Acts of Holders................................................12
SECTION 1.5.   Notices, Etc. to Trustee and Company...........................14
SECTION 1.6.   Notice to Holders; Waiver......................................15
SECTION 1.7.   Effect of Headings and Table of Contents.......................15
SECTION 1.8.   Successors and Assigns.........................................15
SECTION 1.9.   Separability Clause............................................15
SECTION 1.10.  Benefits of Indenture..........................................16
SECTION 1.11.  Governing Law..................................................16
SECTION 1.12.  Submission to Jurisdiction.....................................16
SECTION 1.13.  Non-Business Days..............................................16

                                   ARTICLE II
                                 Security Forms

SECTION 2.1.   Form of Security...............................................16
SECTION 2.2.   Restricted Legend..............................................22
SECTION 2.3.   Form of Trustee's Certificate of Authentication................25
SECTION 2.4.   Temporary Securities...........................................25
SECTION 2.5.   Definitive Securities..........................................26

                                   ARTICLE III
                                 The Securities

SECTION 3.1.   Payment of Principal and Interest..............................26
SECTION 3.2.   Denominations..................................................28
SECTION 3.3.   Execution, Authentication, Delivery and Dating.................28
SECTION 3.4.   Global Securities..............................................29
SECTION 3.5.   Registration, Transfer and Exchange Generally..................32
SECTION 3.6.   Mutilated, Destroyed, Lost and Stolen Securities...............33
SECTION 3.7.   Persons Deemed Owners..........................................34
SECTION 3.8.   Cancellation...................................................34
SECTION 3.9.   Deferrals of Interest Payment Dates............................35
SECTION 3.10.  Right of Set-Off...............................................35
SECTION 3.11.  Agreed Tax Treatment...........................................36
SECTION 3.12.  CUSIP Numbers..................................................36

                                      -i-

<PAGE>

                                   ARTICLE IV
                           Satisfaction and Discharge

SECTION 4.1.   Satisfaction and Discharge of Indenture........................36
SECTION 4.2.   Application of Trust Money.....................................37

                                    ARTICLE V
                                    Remedies

SECTION 5.1.   Events of Default..............................................38
SECTION 5.2.   Acceleration of Maturity; Rescission and Annulment.............39
SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement by
               Trustee........................................................40
SECTION 5.4.   Trustee May File Proofs of Claim...............................41
SECTION 5.5.   Trustee May Enforce Claim Without Possession of Securities.....41
SECTION 5.6.   Application of Money Collected.................................42
SECTION 5.7.   Limitation on Suits............................................42
SECTION 5.8.   Unconditional Right of Holders to Receive Principal, Premium
               and Interest; Direct Action by Holders of Preferred Securities.43
SECTION 5.9.   Restoration of Rights and Remedies.............................43
SECTION 5.10.  Rights and Remedies Cumulative.................................43
SECTION 5.11.  Delay or Omission Not Waiver...................................44
SECTION 5.12.  Control by Holders.............................................44
SECTION 5.13.  Waiver of Past Defaults........................................44
SECTION 5.14.  Undertaking for Costs..........................................45
SECTION 5.15.  Waiver of Usury, Stay or Extension Laws........................45

                                   ARTICLE VI
                                   The Trustee

SECTION 6.1.   Corporate Trustee Required.....................................46
SECTION 6.2.   Certain Duties and Responsibilities............................46
SECTION 6.3.   Notice of Defaults.............................................47
SECTION 6.4.   Certain Rights of Trustee......................................48
SECTION 6.5.   May Hold Securities............................................50
SECTION 6.6.   Compensation; Reimbursement; Indemnity.........................50
SECTION 6.7.   Resignation and Removal; Appointment of Successor..............51
SECTION 6.8.   Acceptance of Appointment by Successor.........................52
SECTION 6.9.   Merger, Conversion, Consolidation or Succession to Business....52
SECTION 6.10.  Not Responsible for Recitals or Issuance of Securities.........52
SECTION 6.11.  Appointment of Authenticating Agent............................53

                                   ARTICLE VII
                Holder's Lists and Reports by Trustee and Company

SECTION 7.1.   Company to Furnish Trustee Names and Addresses of Holders......54
SECTION 7.2.   Preservation of Information, Communications to Holders.........54
SECTION 7.3.   Reports by Company.............................................55

                                      -ii-

<PAGE>

                                  ARTICLE VIII
              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 8.1.   Company May Consolidate, Etc., Only on Certain Terms...........55
SECTION 8.2.   Successor Company Substituted..................................56

                                   ARTICLE IX
                             Supplemental Indentures

SECTION 9.1.   Supplemental Indentures without Consent of Holders.............57
SECTION 9.2.   Supplemental Indentures with Consent of Holders................57
SECTION 9.3.   Execution of Supplemental Indentures...........................58
SECTION 9.4.   Effect of Supplemental Indentures..............................59
SECTION 9.5.   Reference in Securities to Supplemental Indentures.............59

                                    ARTICLE X
                                    Covenants

SECTION 10.1.  Payment of Principal, Premium and Interest.....................59
SECTION 10.2.  Money for Security Payments to be Held in Trust................59
SECTION 10.3.  Statement as to Compliance.....................................60
SECTION 10.4.  Calculation Agent..............................................61
SECTION 10.5.  Additional Tax Sums............................................62
SECTION 10.6.  Additional Covenants...........................................63
SECTION 10.7.  Waiver of Covenants............................................64
SECTION 10.8.  Treatment of Securities........................................64

                                   ARTICLE XI
                            Redemption of Securities

SECTION 11.1.  Optional Redemption............................................64
SECTION 11.2.  Special Event Redemption.......................................64
SECTION 11.3.  Election to Redeem; Notice to Trustee..........................65
SECTION 11.4.  Selection of Securities to be Redeemed.........................65
SECTION 11.5.  Notice of Redemption...........................................65
SECTION 11.6.  Deposit of Redemption Price....................................66
SECTION 11.7.  Payment of Securities Called for Redemption....................66

                                   ARTICLE XII
                           Subordination of Securities

SECTION 12.1.  Securities Subordinate to Senior Debt..........................67
SECTION 12.2.  No Payment When Senior Debt in Default; Payment Over of
               Proceeds Upon Dissolution, Etc.................................67
SECTION 12.3.  Payment Permitted If No Default................................69
SECTION 12.4.  Subrogation to Rights of Holders of Senior Debt................69
SECTION 12.5.  Provisions Solely to Define Relative Rights....................70
SECTION 12.6.  Trustee to Effectuate Subordination............................70
SECTION 12.7.  No Waiver of Subordination Provisions..........................70
SECTION 12.8.  Notice to Trustee..............................................71

                                     -iii-

<PAGE>

SECTION 12.9.  Reliance on Judicial Order or Certificate of Liquidating Agent.71
SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt...............71
SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation of
               Trustee's Rights...............................................72
SECTION 12.12. Article Applicable to Paying Agents............................72



                                    SCHEDULES

Schedule A        Determination of LIBOR

Exhibit A         Form of Officer's Certificate
Exhibit B         Form of Officers' Certificate pursuant to Section 10.3


                                      -iv-

<PAGE>

         JUNIOR SUBORDINATED INDENTURE, dated as of June 16, 2006, between FIRST
LITCHFIELD FINANCIAL  Corporation,  a Delaware corporation (the "Company"),  and
WILMINGTON TRUST COMPANY,  a Delaware banking  corporation,  as Trustee (in such
capacity, the "Trustee").

                             RECITALS OF THE COMPANY

         WHEREAS,  the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its unsecured junior  subordinated
deferrable  interest notes (the  "Securities")  issued to evidence loans made to
the Company of the  proceeds  from the  issuance by First  Litchfield  Statutory
Trust II, a Delaware  statutory  trust (the  "Trust"),  of  undivided  preferred
beneficial interests in the assets of the Trust (the "Preferred Securities") and
undivided  common  beneficial  interests in the assets of the Trust (the "Common
Securities"  and,  collectively  with  the  Preferred  Securities,   the  "Trust
Securities"),  and to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered; and

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

         Now, therefore, this Indenture Witnesseth:

         For  and in  consideration  of the  premises  and the  purchase  of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE I

             Definitions and Other Provisions of General Application

         SECTION 1.1. Definitions.

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

                  (a) the terms  defined  in this  Article  I have the  meanings
         assigned to them in this Article I;

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

                  (c) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with GAAP;

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

                                       1
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                  (e) the words "hereby", "herein", "hereof" and "hereunder" and
         other words of similar  import  refer to this  Indenture as a whole and
         not to any particular Article, Section or other subdivision;

                  (f) a reference to the  singular  includes the plural and vice
         versa; and

                  (g) the  masculine,  feminine  or neuter  genders  used herein
         shall include the masculine, feminine and neuter genders.

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

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

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

         "Additional Tax Sums" has the meaning specified in Section 10.5.

         "Additional Taxes" means taxes,  duties or other  governmental  charges
imposed on the Trust as a result of a Tax Event (which, for the sake of clarity,
does not include  amounts  required to be deducted or withheld by the Trust from
payments made by the Trust to or for the benefit of the Holder of, or any Person
that acquires a beneficial interest in, the Securities).

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

         "Applicable  Depositary Procedures" means, with respect to any transfer
or transaction  involving a Global Security or beneficial interest therein,  the
rules and procedures of the  Depositary  for such Security,  in each case to the
extent applicable to such transaction and as in effect from time to time.

         "Authenticating  Agent"  means any  Person  authorized  by the  Trustee
pursuant  to Section  6.11 to act on behalf of the Trustee to  authenticate  the
Securities.

         "Bankruptcy  Code"  means  Title 11 of the  United  States  Code or any
successor statute thereto, in each case as amended from time to time.

         "Board of Directors" means the board of directors of the Company or any
duly authorized committee of that board.

                                       2
<PAGE>

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

         "Business Day" means any day other than (i) a Saturday or Sunday,  (ii)
a day on which banking  institutions  in the City of New York are  authorized or
required by law or executive  order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee is closed for business.

         "Calculation Agent" has the meaning specified in Section 10.4.

         "Capital Disqualification Event" means the receipt by the Company of an
Opinion of Counsel experienced in such matters that, as a result of an amendment
to or a change in law or regulation (including any announced prospective change)
or a  change  in  interpretation  or  application  of law or  regulation  by any
legislative body, court,  governmental agency or regulatory authority,  there is
more than an insubstantial risk that within ninety (90) days of the date of such
opinion,  the aggregate  liquidation amount of the Preferred Securities will not
be  eligible  to be  treated by the  Company  as "Tier 1  Capital"  (or the then
equivalent)  for  purposes of the  capital  adequacy  guidelines  of the Federal
Reserve or other "appropriate Federal banking agency" as such term is defined in
12 U.S.C.  1813(q),  which  amendment,  change  or  prospective  change  becomes
effective or would become effective, as the case may be, on or after the date of
issuance of the Securities; provided, however, that the inability of the Company
to  treat  all or  any  portion  of  the  liquidation  amount  of the  Preferred
Securities  as Tier 1  Capital  shall  not  constitute  the  basis for a Capital
Disqualification  Event if such  inability  results from the Company having such
Preferred  Securities  outstanding in an amount that for any reason is in excess
of the amount which may now or hereafter qualify for treatment as Tier 1 Capital
under applicable capital adequacy  guidelines.  By way of example, the inability
of the  Company  to treat all or any  portion of the  liquidation  amount of the
Preferred  Securities  as  Tier 1  Capital  as a  result  of the  Final  Rule on
Risk-Based Capital Standards:  Trust Preferred  Securities and the Definition of
Capital,  adopted on March 1, 2005, by the Federal Reserve, shall not constitute
the basis for a Capital Disqualification Event.

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

         "Common  Stock" means the common stock,  par value $0.01 per share,  of
the Company.

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

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

                                       3
<PAGE>

         "Corporate  Trust Office" means the principal  office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this  Indenture is located at Rodney  Square  North,
1100 North Market Street, Wilmington, Delaware 19890-0001,  Attention: Corporate
Capital Markets.

         "Debt" means, with respect to any Person, whether recourse is to all or
a portion of the assets of such Person,  whether currently existing or hereafter
incurred  and  whether or not  contingent  and  without  duplication,  (i) every
obligation  of such Person for money  borrowed;  (ii) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or businesses;  (iii) every reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (iv) every  obligation of such Person issued or
assumed as the deferred  purchase  price of property or services (but  excluding
trade  accounts  payable or other  accrued  liabilities  arising in the ordinary
course of business); (v) every capital lease obligation of such Person; (vi) all
indebtedness  of such Person,  whether  incurred on or prior to the date of this
Indenture or thereafter incurred,  for claims in respect of derivative products,
including  interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar  arrangements;  (vii) every obligation of the type
referred to in clauses (i) through (vi) of another  Person and all  dividends of
another Person the payment of which,  in either case, such Person has guaranteed
or is  responsible  or  liable  for,  directly  or  indirectly,  as  obligor  or
otherwise;  and (viii)  any  renewals,  extensions,  refundings,  amendments  or
modifications  of any  obligation of the type referred to in clauses (i) through
(vii).

         "Defaulted Interest" has the meaning specified in Section 3.1.

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

         "Depositary"  means an  organization  registered  as a clearing  agency
under the Exchange Act that is  designated  as  Depositary by the Company or any
successor thereto. DTC will be the initial Depositary.

         "Depositary  Participant" means a broker, dealer, bank, other financial
institution  or other  Person  for whom from time to time a  Depositary  effects
book-entry transfers and pledges of securities deposited with the Depositary.

         "Distributions"   means  amounts   payable  in  respect  of  the  Trust
Securities  as  provided  in the Trust  Agreement  and  referred  to  therein as
"Distributions."

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

         "DTC" means The Depository Trust Company, a New York corporation.

                                       4
<PAGE>

         "Equity Interests" means any of (a) the partnership  interests (general
or  limited)  in a  partnership,  (b)  the  membership  interests  in a  limited
liability  company or (c) the shares or stock  interests  (both common stock and
preferred stock) in a corporation.

         "Event of Default" has the meaning specified in Section 5.1.

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

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

         "Extension Period" has the meaning specified in Section 3.9.

         "Federal  Reserve" means the Board of Governors of the Federal  Reserve
System,  the staff thereof,  or a Federal Reserve Bank, acting through delegated
authority, in each case under the rules, regulations and policies of the Federal
Reserve System, or if at any time after the execution of this Indenture any such
entity is not  existing  and  performing  the  duties now  assigned  to it , any
successor body performing similar duties or functions.

         "GAAP" means United States generally  accepted  accounting  principles,
consistently applied, from time to time in effect.

         "Global  Security"  means a Security that  evidences all or part of the
Securities,  the  ownership  and  transfers  of which shall be made through book
entries by a Depositary.

         "Government  Obligation"  means (a) any  security  that is (i) a direct
obligation of the United States of America of which the full faith and credit of
the  United  States of America  is  pledged  or (ii) an  obligation  of a Person
controlled or supervised  by and acting as an agency or  instrumentality  of the
United States of America or the payment of which is  unconditionally  guaranteed
as a full faith and credit obligation by the United States of America, which, in
either  case (i) or (ii),  is not  callable or  redeemable  at the option of the
issuer thereof,  and (b) any depositary  receipt issued by a bank (as defined in
Section  3(a)(2)  of the  Securities  Act)  as  custodian  with  respect  to any
Government  Obligation  that is  specified  in clause (a) above and held by such
bank for the account of the holder of such depositary  receipt,  or with respect
to any specific payment of principal of or interest on any Government Obligation
that is so specified and held,  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  depositary  receipt from any amount received by the custodian in
respect of the  Government  Obligation  or the specific  payment of principal or
interest evidenced by such depositary receipt.

         "Guarantee  Agreement"  means the Guarantee  Agreement  executed by the
Company and Wilmington Trust Company,  as Guarantee  Trustee,  contemporaneously
with the  execution  and  delivery  of this  Indenture,  for the  benefit of the
holders of the Preferred Securities,  as modified,  amended or supplemented from
time to time.

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

                                       5
<PAGE>

         "Indenture"  means this instrument as originally  executed or as it may
from  time to time be  amended  or  supplemented  by one or more  amendments  or
indentures   supplemental   hereto  entered  into  pursuant  to  the  applicable
provisions hereof.

         "Interest Payment Date" means March 30th, June 30th, September 30th and
December 30th of each year, commencing on June 30, 2006, during the term of this
Indenture.

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

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

         "LIBOR" has the meaning specified in Schedule A.

         "LIBOR Business Day" has the meaning specified in Schedule A.

         "LIBOR Determination Date" has the meaning specified in Schedule A.

         "Liquidation Amount" has the meaning specified in the Trust Agreement.

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

         "Major Bank Subsidiary,"  means any subsidiary of the Company that is a
"major  bank   subsidiary"  as  such  term  is  used  in  the  Adopting  Release
accompanying  the Final Rule on Risk-Based  Capital  Standards:  Trust Preferred
Securities  and the  Definition  of  Capital,  adopted on March 1, 2005,  by the
Federal Reserve,  and as such term may subsequently be defined or interpreted in
any rule,  regulation,  written  interpretation  or other public issuance of the
Federal Reserve. For purposes of this definition,  any "depository  institution"
subsidiary  of the  Company  within the  meaning of Section  3(c) of the Federal
Deposit  Insurance Act that would be considered a Major Bank  Subsidiary  except
for the fact that such  subsidiary is not a "bank" within the meaning of Section
3(a) of the Bank Holding Company Act of 1956, shall be deemed to be a Major Bank
Subsidiary.

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

                                       6
<PAGE>

         "Officers'  Certificate"  means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer,  President
or a Vice President, and by the Chief Financial Officer, Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered
to the Trustee.

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

         "Original  Issue  Date"  means the date of  original  issuance  of each
Security.

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

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

                  (ii)  Securities for whose payment or redemption  money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying  Agent  (other  than the  Company)  in trust  or set  aside  and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such  Securities;  provided,  that, if
         such Securities are to be redeemed,  notice of such redemption has been
         duly  given   pursuant  to  this   Indenture  or   provision   therefor
         satisfactory to the Trustee has been made; and

                  (iii)  Securities that have been paid, or in substitution  for
         or in lieu of  which  other  Securities  have  been  authenticated  and
         delivered  pursuant to the provisions of this  Indenture,  unless proof
         satisfactory  to the Trustee is presented that any such  Securities are
         held by Holders in whose hands such  Securities are valid,  binding and
         legal obligations of the Company;

provided,  that, in determining  whether the Holders of the requisite  principal
amount of Outstanding Securities have given any request, demand,  authorization,
direction, notice, consent or waiver hereunder,  Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other  obligor shall be  disregarded  and deemed not to be  Outstanding,  except
that, in determining  whether the Trustee shall be protected in relying upon any
such request, demand, authorization,  direction, notice, consent or waiver, only
Securities  that a Responsible  Officer of the Trustee  actually  knows to be so
owned shall be so  disregarded.  Securities  so owned that have been  pledged in
good faith may be regarded as  Outstanding  if the  pledgee  establishes  to the
satisfaction  of the Trustee the pledgee's  right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities   or  any   Affiliate   of  the   Company  or  such  other   obligor.
Notwithstanding anything herein to the contrary,  Securities initially issued to
the  Trust  that  are  owned by the  Trust  shall be  deemed  to be  Outstanding
notwithstanding  the ownership by the Company or an Affiliate of any  beneficial
interest in the Trust.

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

                                       7
<PAGE>

         "Person" means a legal person,  including any individual,  corporation,
company, estate, partnership,  joint venture, association,  joint stock company,
limited liability company, trust, unincorporated association,  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Place of Payment" means, with respect to the Securities, the Corporate
Trust Office of the Trustee.

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

         "Predecessor  Security" of any particular Security means every previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security.  For  the  purposes  of  this  definition,   any  security
authenticated and delivered under Section 3.6 in lieu of a mutilated, destroyed,
lost or  stolen  Security  shall be  deemed  to  evidence  the same  debt as the
mutilated, destroyed, lost or stolen Security.

         "Proceeding" has the meaning specified in Section 12.2.

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

         "Purchase Agreement" means the Purchase Agreement, dated as of June 16,
2006, executed and delivered by the Trust, the Depositor and the Purchaser.

         "Purchaser"  means TWE, Ltd., as purchaser of the Preferred  Securities
pursuant to the Purchase Agreement.

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

         "Redemption  Price" means, when used with respect to any Security to be
redeemed,  in whole or in part,  the price at which  such  Security  or  portion
thereof is to be redeemed as fixed by or pursuant to this Indenture.

         "Reference Banks" has the meaning specified in Schedule A.

         "Regular Record Date" for the interest  payable on any Interest Payment
Date with  respect to the  Securities  means the date that is fifteen  (15) days
preceding such Interest Payment Date (whether or not a Business Day).

                                       8
<PAGE>

         "Responsible  Officer" means,  with respect to the Trustee,  any Senior
Vice President, any Vice President, any Assistant Vice President, the Secretary,
any Assistant  Secretary,  the  Treasurer,  any Assistant  Treasurer,  any Trust
Officer or Assistant Trust Officer,  or any other officer in the Corporate Trust
Office of the Trustee with direct  responsibility for the administration of this
Indenture and also means,  with respect to a particular  corporate trust matter,
any other  officer to whom such  matter is  referred  because of that  officer's
knowledge of and familiarity with the particular subject.

         "Rights Plan" means a plan of the Company providing for the issuance by
the  Company to all  holders of its Equity  Interests  of rights  entitling  the
holders  thereof to subscribe  for or purchase  Equity  Interests of the Company
which rights (i) are deemed to be  transferred  with such Equity  Interests  and
(ii) are also issued in respect of future issuances of such Equity Interests, in
each case until the occurrence of a specified event or events.

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

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

         "Securities  Register" and  "Securities  Registrar" have the respective
meanings specified in Section 3.5.

         "Senior  Debt" means the  principal  of and any premium and interest on
(including  interest  accruing  on or  after  the  filing  of  any  petition  in
bankruptcy or for  reorganization  relating to the Company,  whether or not such
claim for post-petition  interest is allowed in such proceeding) all Debt of the
Company,  whether  incurred  on or  prior  to the  date  of  this  Indenture  or
thereafter  incurred,  unless  it is  provided  in the  instrument  creating  or
evidencing  the same or  pursuant  to which the same is  outstanding,  that such
obligations  are not superior in right of payment to the  Securities;  provided,
however,  that if the Company is subject to the regulation and supervision of an
"appropriate  Federal banking  agency" within the meaning of 12 U.S.C.  1813(q),
the Company shall have received the approval of such appropriate Federal banking
agency prior to issuing any such obligation if not otherwise generally approved;
provided further,  that Senior Debt shall not include any other debt securities,
and  guarantees  in respect of such debt  securities,  issued to any trust other
than the  Trust  (or a  trustee  of such  trust),  partnership  or 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  that are treated as equity  capital for
regulatory capital purposes  guaranteed by the Company pursuant to an instrument
that ranks  pari  passu  with or junior in right of  payment to the  Securities,
including,  without limitation,  the debt securities of the Company issued under
the Indenture,  dated June 26, 2003,  between the Company and U.S. Bank National
Association, as trustee.

         "Special  Event"  means the  occurrence  of a Capital  Disqualification
Event, an Investment Company Event or a Tax Event.

         "Special Event Redemption  Price" has the meaning  specified in Section
11.2.

                                       9
<PAGE>

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.1.

         "Stated Maturity" means June 30, 2036.

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

         "Tax  Event"  means the receipt by the Company of an Opinion of 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  political  subdivision  or
taxing authority thereof or therein or (b) any judicial decision or any official
administrative  pronouncement  (including any private  letter ruling,  technical
advice  memorandum or field service advice) or regulatory  procedure,  including
any  notice  or  announcement  of  intent  to adopt  any such  pronouncement  or
procedure  (an  "Administrative  Action"),  regardless  of whether such judicial
decision  or  Administrative  Action  is  issued  to or  in  connection  with  a
proceeding  involving  the  Company or the Trust and  whether or not  subject to
review or appeal, which amendment,  change,  judicial decision or Administrative
Action is enacted,  promulgated or announced, in each case, on or after the date
of issuance of the Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within  ninety  (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 ninety (90) days of the date of such opinion,  will
not be,  deductible  by the  Company,  in whole or in part,  for  United  States
federal  income tax  purposes,  or (iii) the Trust is, or will be within  ninety
(90) days of the date of such opinion,  subject to more than a de minimis amount
of other taxes, duties or other governmental charges.

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

         "Trust  Agreement"  means the  Amended  and  Restated  Trust  Agreement
executed  and  delivered  by the Company,  the  Property  Trustee,  the Delaware
Trustee and the Administrative  Trustees named therein,  contemporaneously  with
the execution and delivery of this Indenture,  for the benefit of the holders of
the Trust Securities, as amended or supplemented from time to time.

         "Trustee"  means  the  Person  named  as the  "Trustee"  in  the  first
paragraph  of this  instrument,  solely in its  capacity  as such and not in its
individual  capacity,  until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and, thereafter, "Trustee" shall
mean or include each Person who is then a Trustee hereunder.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
and as in effect on the date as of this Indenture.

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

                                       10
<PAGE>

         SECTION 1.2. Compliance Certificate and Opinions.

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

         (b)  Every  certificate  delivered  to  the  Trustee  with  respect  to
compliance  with a condition or covenant  provided for in this Indenture  (other
than the certificate provided pursuant to Section 10.3) shall include:

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

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

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

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

         SECTION 1.3. Forms of Documents Delivered to Trustee.

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

                                       11
<PAGE>

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

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

         (d)  Whenever,  subsequent  to the  receipt by the Trustee of any Board
Resolution,  Officers'  Certificate,  Opinion of Counsel  or other  document  or
instrument,  a clerical,  typographical  or other  inadvertent or  unintentional
error or omission shall be discovered  therein, a new document or instrument may
be  substituted  therefor in corrected form with the same force and effect as if
originally received in the corrected form and, irrespective of the date or dates
of the actual execution  and/or delivery  thereof,  such substitute  document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates  required  with respect to the document or  instrument  for which it is
substituted.  Without  limiting the generality of the foregoing,  any Securities
issued  under the  authority  of such  defective  document or  instrument  shall
nevertheless be the valid obligations of the Company entitled to the benefits of
this Indenture equally and ratably with all other Outstanding Securities.

         SECTION 1.4. Acts of Holders.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver or other  action  provided by this  Indenture  to be given to or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially  similar  tenor  signed by such  Holders  in person or by an agent
thereof duly appointed in writing;  and,  except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
(including any appointment of an agent) is or are delivered to the Trustee, and,
where it is hereby  expressly  required,  to the  Company.  Such  instrument  or
instruments (and the action embodied  therein and evidenced  thereby) are herein
sometimes  referred to as the "Act" of the Holders  signing such  instrument  or
instruments.  Proof  of  execution  of  any  such  instrument  or  of a  writing
appointing  any such agent shall be sufficient for any purpose of this Indenture
and  conclusive  in favor of the Trustee and the Company,  if made in the manner
provided in this Section 1.4.

                                       12
<PAGE>

         (b) The  fact  and  date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved  by the  affidavit  of a witness  of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds,  certifying that the individual signing
such  instrument or writing  acknowledged  to him or her the execution  thereof.
Where such  execution is by a Person acting in other than his or her  individual
capacity,  such certificate or affidavit shall also constitute  sufficient proof
of his or her authority. The fact and date of the execution by any Person of any
such instrument or writing,  or the authority of the Person  executing the same,
may also be proved in any other manner that the Trustee deems  sufficient and in
accordance with such reasonable rules as the Trustee may determine.

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

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

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

         (f)  Except as set forth in  paragraph  (g) of this  Section  1.4,  the
Company  may set any day as a record  date for the  purpose of  determining  the
Holders of Outstanding  Securities  entitled to give,  make or take any request,
demand,  authorization,  direction,  notice,  consent,  waiver  or other  action
provided or permitted by this Indenture to be given, made or taken by Holders of
Securities. If any record date is set pursuant to this paragraph, the Holders of
Outstanding  Securities  on such record  date,  and no other  Holders,  shall be
entitled to take the relevant action, whether or not such Holders remain Holders
after  such  record  date;  provided,  that no such  action  shall be  effective
hereunder unless taken on or prior to the applicable Expiration Date (as defined
below) by Holders of the requisite principal amount of Outstanding Securities on
such record date.  Nothing in this  paragraph  shall be construed to prevent the
Company  from  setting a new record  date for any action for which a record date
has previously  been set pursuant to this  paragraph  (whereupon the record date
previously set shall  automatically and with no action by any Person be canceled
and of no  effect).  Promptly  after any  record  date is set  pursuant  to this
paragraph,  the Company,  at its own expense,  shall cause notice of such record
date, the proposed  action by Holders and the applicable  Expiration  Date to be
given to the Trustee in writing and to each Holder of  Securities  in the manner
set forth in Section 1.6.

                                       13
<PAGE>

         (g) The  Trustee  may set any day as a record  date for the  purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default,  (ii) any declaration of acceleration or
rescission or annulment thereof referred to in Section 5.2, (iii) any request to
institute  proceedings  referred  to in  Section  5.7(b)  or (iv) any  direction
referred  to in  Section  5.12.  If any  record  date  is set  pursuant  to this
paragraph,  the Holders of  Outstanding  Securities on such record date,  and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction,  whether or not such Holders  remain  Holders after such record date;
provided,  that no such action shall be effective  hereunder  unless taken on or
prior to the applicable  Expiration  Date by Holders of the requisite  principal
amount of Outstanding  Securities on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action  for  which a  record  date has  previously  been  set  pursuant  to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect). Promptly after any record
date is set pursuant to this paragraph,  the Trustee,  at the Company's expense,
shall cause notice of such record date,  the proposed  action by Holders and the
applicable  Expiration  Date to be given to the  Company in writing  and to each
Holder of Securities in the manner set forth in Section 1.6.

         (h) With respect to any record date set  pursuant to  paragraph  (f) or
(g) of this  Section  1.4,  the party  hereto  that sets  such  record  date may
designate any day as the "Expiration  Date" and from time to time may change the
Expiration Date to any earlier or later day; provided, that no such change shall
be effective  unless notice of the proposed new Expiration  Date is given to the
other party hereto in writing,  and to each Holder of  Securities  in the manner
set forth in Section 1.6, on or prior to the  existing  Expiration  Date.  If an
Expiration  Date is not designated  with respect to any record date set pursuant
to this  Section 1.4, the party hereto that set such record date shall be deemed
to have initially  designated the ninetieth (90th) day after such record date as
the  Expiration  Date with respect  thereto,  subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no
Expiration  Date shall be later than the one hundred and  eightieth  (180th) day
after the applicable record date.

         SECTION 1.5. Notices, Etc.

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

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

         (b) the Company by the  Trustee,  any Holder or any holder of Preferred
Securities  shall be sufficient  for every  purpose  hereunder if in writing and
mailed, first class, postage prepaid, to the Company addressed to it at 13 North
Street, Box #578, Litchfield,  CT 06759 Attn: Chief Financial Officer, or at any
other address previously furnished in writing to the Trustee by the Company, or

                                       14
<PAGE>

         (c) the Purchaser by the Trustee, the Company, any Holder or any holder
or beneficial owner of the Preferred  Securities,  shall be sufficient for every
purpose  hereunder if in writing and mailed  first-class  postage prepaid to the
Purchaser at c/o Maples Finance  Limited,  P.O. Box 1093 GT,  Queensgate  House,
South Church Street, George Town, Grand Cayman, Cayman Islands,  Attention:  The
Directors, or any other address previously furnished by the Purchaser.

         SECTION 1.6. Notice to Holders; Waiver.

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

         SECTION 1.7. Effect of Headings and Table of Contents.

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

         SECTION 1.8. Successors and Assigns.

         This Indenture  shall be binding upon and shall inure to the benefit of
any  successor  to the Company  and the  Trustee,  including  any  successor  by
operation of law. Except in connection with a transaction  involving the Company
that is permitted  under Article VIII and pursuant to which the assignee  agrees
in writing to perform the Company's obligations hereunder, the Company shall not
assign its obligations hereunder.

         SECTION 1.9. Separability Clause.

         If any  provision  in this  Indenture  or in the  Securities  shall  be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining  provisions shall not in any way be affected or impaired  thereby,
and there shall be deemed  substituted for the provision at issue a valid, legal
and enforceable provision as similar as possible to the provision at issue.

                                       15
<PAGE>

         SECTION 1.10. Benefits of Indenture.

         Nothing in this  Indenture  or in the  Securities,  express or implied,
shall give to any Person, other than the parties hereto and their successors and
assigns,  the holders of Senior Debt, the Holders of the Securities  and, to the
extent  expressly  provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.2 and 10.7,
the  holders of  Preferred  Securities,  any  benefit or any legal or  equitable
right, remedy or claim under this Indenture.

         SECTION 1.11. Governing Law.

         This  Indenture and the rights and  obligations of each of the Holders,
the Company and the Trustee shall be construed  and enforced in accordance  with
and  governed  by the laws of the  State of New York  without  reference  to its
conflict  of  laws  provisions   (other  than  Section  5-1401  of  the  General
Obligations Law).

         SECTION 1.12. Submission to Jurisdiction.

         ANY LEGAL ACTION OR  PROCEEDING  BY OR AGAINST ANY PARTY HERETO OR WITH
RESPECT TO OR ARISING OUT OF THIS  INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE
COURTS OF THE STATE OF NEW YORK,  IN AND FOR THE  COUNTY OF NEW YORK,  OR OF THE
UNITED  STATES OF AMERICA  FOR THE  SOUTHERN  DISTRICT OF NEW YORK (IN EACH CASE
SITTING  IN THE  BOROUGH  OF  MANHATTAN).  BY  EXECUTION  AND  DELIVERY  OF THIS
INDENTURE,  EACH PARTY  ACCEPTS,  FOR  ITSELF  AND IN  RESPECT OF ITS  PROPERTY,
GENERALLY AND  UNCONDITIONALLY,  THE  JURISDICTION OF THE AFORESAID  COURTS (AND
COURTS  OF  APPEALS  THEREFROM)  FOR  LEGAL  PROCEEDINGS  ARISING  OUT  OF OR IN
CONNECTION WITH THIS INDENTURE.

         SECTION 1.13. Non-Business Days.

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

                                   ARTICLE II

                                 Security Forms

         SECTION 2.1. Form of Security.

         Any Security issued hereunder shall be in  substantially  the following
form:

                                       16
<PAGE>

                     First Litchfield Financial Corporation

                 Floating Rate Junior Subordinated Note due 2036

No. _____________                                                    $__________

         First Litchfield  Financial  Corporation,  a corporation  organized and
existing under the laws of Delaware  (hereinafter  called 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 [if the Security is a Global
Security, then insert-- or such other principal amount represented hereby as may
be set forth in the records of the Securities Registrar  hereinafter referred to
in accordance with the Indenture] on June 30, 2036. The Company further promises
to pay interest on said  principal  sum from  _______,  200__,  or from the most
recent  Interest  Payment Date to which  interest has been paid or duly provided
for,  quarterly  (subject to  deferral as set forth  herein) in arrears on March
30th,  June 30th,  September 30th and December 30th of each year,  commencing on
June 30, 2006, or if any such day is not a Business Day, on the next  succeeding
Business  Day (and no  interest  shall  accrue in respect of the  amounts  whose
payment is so delayed for the period from and after such  Interest  Payment Date
until such next  succeeding  Business  Day),  except that,  if such Business Day
falls in the next  succeeding  calendar year,  such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on the Interest  Payment Date,  at a variable  rate per annum,  reset
quarterly, equal to LIBOR plus 1.65%, together with Additional Tax Sums, if any,
as provided in Section 10.5 of the Indenture, until the principal hereof is paid
or duly provided for or made available for payment;  provided,  that any overdue
principal,  premium,  if any, or Additional Tax Sums and any overdue installment
of interest  shall bear  Additional  Interest (to the extent that the payment of
such interest shall be legally  enforceable) at a variable rate per annum, reset
quarterly,  equal to LIBOR plus 1.65%, compounded quarterly, from the dates such
amounts  are due until they are paid or made  available  for  payment,  and such
interest shall be payable on demand.

         The  amount  of  interest  payable  for any  interest  period  shall be
computed and paid on the basis of a 360-day  year and the actual  number of days
elapsed in the relevant interest period. The interest so payable, and punctually
paid or duly  provided for, on any Interest  Payment Date shall,  as provided in
the Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest  installment.  Any such interest not so punctually
paid or duly provided for shall  forthwith  cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more  Predecessor  Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted  Interest to
be fixed by the Trustee,  notice whereof shall be given to Holders of Securities
not less than ten (10) days prior to such Special Record Date, or be paid at any
time in any other lawful manner not  inconsistent  with the  requirements of any
securities exchange or automated quotation system on which the Securities may be
listed,  traded  or  quoted  and upon such  notice  as may be  required  by such
exchange  or  automated  quotation  system,  all as more fully  provided  in the
Indenture.

                                       17
<PAGE>

         So long as no Event of Default pursuant to Sections  5.1(c),  (e), (f),
(g) or (h) of the  Indenture has occurred and is  continuing,  the Company shall
have  the  right,  at any time and  from  time to time  during  the term of this
Security,  to defer the payment of interest on this  Security for a period of up
to twenty (20) consecutive quarterly interest payment periods (each such period,
an "Extension Period"),  during which Extension Period(s),  no interest shall be
due and payable (except any Additional Tax Sums that may be due and payable). No
Extension Period shall end on a date other than an Interest Payment Date, and no
Extension  Period shall extend  beyond the Stated  Maturity of the  principal of
this Security.  No interest shall be due and payable during an Extension  Period
(except any Additional Tax Sums that may be due and payable),  except at the end
thereof, but each installment of interest that would otherwise have been due and
payable  during such  Extension  Period shall bear  Additional  Interest (to the
extent payment of such interest would be legally enforceable) at a variable rate
per annum,  reset quarterly,  equal to LIBOR plus 1.65%,  compounded  quarterly,
from the dates on which amounts would have  otherwise been due and payable until
paid or made available for payment. At the end of any such Extension Period, the
Company  shall pay all  interest  then  accrued  and  unpaid  on this  Security,
together with such  Additional  Interest.  Prior to the  termination of any such
Extension  Period,  the  Company  may  further  defer the  payment of  interest;
provided,  that (i) all such  previous and further  extensions  comprising  such
Extension  Period do not exceed twenty (20) quarterly  interest payment periods,
(ii) no Extension Period shall end on a date other than an Interest Payment Date
and (iii) no Extension  Period shall  extend  beyond the Stated  Maturity of the
principal of this Security.  Upon the  termination of any such Extension  Period
and upon the  payment of all  accrued  and unpaid  interest  and any  Additional
Interest then due on any Interest Payment Date, the Company may elect to begin a
new Extension Period;  provided,  that (i) such Extension Period does not exceed
twenty (20) quarterly  interest payment periods,  (ii) no Extension Period shall
end on a date other than an Interest  Payment  Date,  (iii) no Extension  Period
shall extend  beyond the Stated  Maturity of the  principal of this Security and
(iv) no Event of Default pursuant to Sections  5.1(c),  (e), (f), (g) or (h) has
occurred  and is  continuing.  The  Company  shall  give (i) the  Holder of this
Security,  (ii) the Trustee,  (iii) the Property Trustee and (iv) any beneficial
owner of the Preferred  Securities  reasonably  identified to the Company (which
identification  may be made either by such beneficial owner or by the Purchaser)
written notice of its election to begin any such Extension  Period no later than
the close of business on the  fifteenth  (15th)  Business  Day prior to the next
succeeding  Interest  Payment Date on which  interest on this Security  would be
payable but for such deferral.

                                       18
<PAGE>

         During any such Extension Period,  the Company shall not (i) declare or
pay any dividends or distributions  on, or redeem,  purchase,  acquire or make a
liquidation payment with respect to, any of the Company's Equity Interests, (ii)
vote in favor of or permit or otherwise allow any of its Subsidiaries to declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation   payment  with  respect  to  or  otherwise  retire,   any  of  such
Subsidiary's  Equity Interests entitling the holders thereof to a stated rate of
return other than dividends or distributions on Equity Interests  payable to the
Company or any  Subsidiary  thereof (for the  avoidance  of doubt,  whether such
Equity  Interests  are  perpetual  or  otherwise),  or (iii) make any payment of
principal  of or any interest or premium on or repay,  repurchase  or redeem any
debt  securities  of the Company  that rank pari passu in all  respects  with or
junior in interest to this Security (other than (a) repurchases,  redemptions or
other acquisitions of Equity Interests of the Company in connection with (1) any
employment  contract,  benefit plan or other similar arrangement with or for the
benefit of any one or more employees,  officers, directors or consultants, (2) a
dividend reinvestment or stockholder stock purchase or similar plan with respect
to any Equity  Interests or (3) the issuance of Equity  Interests of the Company
(or securities  convertible  into or exercisable  for such Equity  Interests) as
consideration in an acquisition transaction entered into prior to the applicable
Extension  Period,  (b) as a result of an exchange or conversion of any class or
series  of  the  Company's  Equity  Interests  (or  any  Equity  Interests  of a
Subsidiary  of the  Company)  for any class or series  of the  Company's  Equity
Interests or of any class or series of the Company's  indebtedness for any class
or series of the  Company's  Equity  Interests,  (c) the purchase of  fractional
interests  in Equity  Interests  of the Company  pursuant to the  conversion  or
exchange  provisions of such Equity Interests or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any Rights Plan,
the  issuance of rights,  Equity  Interests or other  property  under any Rights
Plan, or the  redemption or  repurchase  of rights  pursuant  thereto or (e) any
dividend  in the form of Equity  Interests,  warrants,  options or other  rights
where the  dividend  Equity  Interests  or the Equity  Interests  issuable  upon
exercise of such warrants,  options or other rights is the same Equity Interests
as that on which the  dividend  is being paid or ranks pari passu with or junior
to such Equity Interests).

         Payment of principal of, premium, if any, and interest on this Security
shall be made in such coin or currency of the United States of America as at the
time of  payment  is legal  tender for  payment  of public  and  private  debts.
Payments of principal, premium, if any, and interest due at the Maturity of this
Security  shall be made at the office or agency of the  Company  maintained  for
that purpose in the Place of Payment upon  surrender of such  Securities  to the
Paying Agent, and payments of interest shall be made,  subject to such surrender
where  applicable,  by wire  transfer  at such  place and to such  account  at a
banking  institution in the United States as may be designated in writing to the
Paying  Agent at least ten (10)  Business  Days prior to the date for payment by
the Person  entitled  thereto unless proper  written wire transfer  instructions
have not been received by the relevant  record date, in which case such payments
shall be made by check  mailed to the  address  of such  Person as such  address
shall appear in the Security Register. 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  (including  any  overdue
installment  of interest and  Additional Tax Sums, if any) on this Security will
be made at such place and to such account as may be  designated  by the Property
Trustee.

                                       19
<PAGE>

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

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

         This  Security is one of a duly  authorized  issue of securities of the
Company (the "Securities") issued under the Junior Subordinated Indenture, dated
as of June 16, 2006 (the "Indenture"),  between the Company and Wilmington Trust
Company,  as Trustee (in such capacity,  the "Trustee,"  which term includes any
successor  trustee under the  Indenture),  to which Indenture and all indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee,  the holders of Senior Debt and the Holders of the Securities,  and
of the terms upon which the  Securities  are, and are to be,  authenticated  and
delivered.

         All terms used in this Security that are defined in the Indenture or in
the  Amended  and  Restated  Trust  Agreement,  dated  as of June  16,  2006 (as
modified,  amended or  supplemented  from time to time, the "Trust  Agreement"),
relating  to First  Litchfield  Statutory  Trust  II (the  "Trust"),  among  the
Company,  as Depositor,  the trustees named therein and the holders from time to
time of the Trust Securities  issued pursuant  thereto,  shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.

         The Company may, on any Interest Payment Date, at its option,  upon not
less than thirty (30) days' nor more than sixty (60) days' written notice to the
Holders of the Securities  (unless a shorter notice period shall be satisfactory
to the  Trustee)  on or  after  June 30,  2011  and  subject  to the  terms  and
conditions of Article XI of the Indenture,  redeem this Security in whole at any
time or in part from time to time at a  Redemption  Price  equal to one  hundred
percent (100%) of the principal amount hereof, together, in the case of any such
redemption,  with accrued interest,  including any Additional  Interest,  to but
excluding the date fixed for redemption;  provided,  that the Company shall have
received the prior approval of the Federal Reserve if then required.

         In  addition,  upon the  occurrence  and during the  continuation  of a
Special  Event,  the Company may, at its option,  upon not less than thirty (30)
days' nor more than  sixty  (60)  days'  written  notice to the  Holders  of the
Securities  (unless  a  shorter  notice  period  shall  be  satisfactory  to the
Trustee),  redeem this Security,  in whole but not in part, subject to the terms
and  conditions of Article XI of the  Indenture at the Special Event  Redemption
Price; provided,  that the Company shall have received the prior approval of the
Federal Reserve if then required.

                                       20
<PAGE>

         In the  event  of  redemption  of this  Security  in part  only,  a new
Security or Securities for the  unredeemed  portion hereof will be issued in the
name of the Holder  hereof upon the  cancellation  hereof.  If less than all the
Securities are to be redeemed, the particular Securities to be redeemed shall be
selected  not more than  sixty  (60) days  prior to the  Redemption  Date by the
Trustee from the Outstanding Securities not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the  selection for  redemption  of a portion of the principal  amount of any
Security.

         The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a  supplemental  indenture  or
indentures for the purpose of modifying in any manner the rights and obligations
of the  Company and of the  Holders of the  Securities,  with the consent of the
Holders  of not less than a  majority  in  principal  amount of the  Outstanding
Securities.  The  Indenture  also  contains  provisions  permitting  Holders  of
specified  percentages in principal  amount of the Securities,  on behalf of the
Holders of all  Securities,  to waive  compliance  by the Company  with  certain
provisions of the  Indenture  and certain past defaults  under the Indenture and
their  consequences.  Any such consent or waiver by the Holder of this  Security
shall be conclusive  and binding upon such Holder and upon all future Holders of
this  Security  and of any  Security  issued upon the  registration  of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

         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 any premium and
interest,  including  any  Additional  Interest,  on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.

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

         The Securities are issuable only in registered  form without coupons in
minimum  denominations of $100,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth,  Securities are exchangeable for a like aggregate principal amount of
Securities  and  of  like  tenor  of a  different  authorized  denomination,  as
requested by the Holder surrendering the same.

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

                                       21
<PAGE>

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

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

         This Security  shall be construed  and enforced in accordance  with and
governed by the laws of the State of New York, without reference to its conflict
of laws provisions (other than Section 5-1401 of the General Obligations Law).

         IN WITNESS WHEREOF, the Company has duly executed this certificate this
____ day of ____________, 2006.

                                     First Litchfield Financial Corporation


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


         SECTION 2.2. Restricted Legend.

         (a) Any Security issued  hereunder shall bear a legend in substantially
the following form:

         "[IF THIS  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 THE  DEPOSITORY  TRUST
         COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE  FOR
         SECURITIES  REGISTERED  IN THE NAME OF A PERSON  OTHER  THAN DTC 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 DTC TO A NOMINEE  OF DTC OR BY A NOMINEE OF DTC
         TO DTC OR ANOTHER  NOMINEE OF DTC) MAY BE REGISTERED  EXCEPT IN LIMITED
         CIRCUMSTANCES.

                                       22
<PAGE>

         UNLESS THIS  SECURITY IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF
         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 INASMUCH AS THE REGISTERED OWNER HEREOF,  CEDE &
         CO., HAS AN INTEREST HEREIN.]

         THE SECURITIES  REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY  ISSUED
         IN A TRANSACTION  EXEMPT FROM REGISTRATION  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES  ACT"), AND SUCH SECURITIES,  AND ANY
         INTEREST THEREIN, MAY NOT BE OFFERED,  SOLD OR OTHERWISE TRANSFERRED IN
         THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE  EXEMPTION THEREFROM.
         EACH PURCHASER OF ANY SECURITIES IS HEREBY  NOTIFIED THAT THE SELLER OF
         THE  SECURITIES  MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
         SECTION  5 OF THE  SECURITIES  ACT  PROVIDED  BY RULE  144A  UNDER  THE
         SECURITIES ACT.

         THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
         THE BENEFIT OF THE  COMPANY  THAT (A) SUCH  SECURITIES  MAY BE OFFERED,
         RESOLD OR  OTHERWISE  TRANSFERRED  ONLY (I) TO THE  COMPANY,  (II) TO A
         PERSON   WHOM  THE  SELLER   REASONABLY   BELIEVES   IS  A   "QUALIFIED
         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
         IN A TRANSACTION  MEETING THE REQUIREMENTS OF RULE 144A, OR (III) TO AN
         INSTITUTIONAL  "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
         (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE  SECURITIES  ACT THAT IS
         ACQUIRING  THE SECURITY  FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF AN
         "ACCREDITED INVESTOR," WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
         (3) OR (7) OF  RULE  501  UNDER  THE  SECURITIES  ACT,  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, IN EACH CASE
         IN ACCORDANCE  WITH ANY APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE
         UNITED STATES OR ANY OTHER APPLICABLE  JURISDICTION AND, IN THE CASE OF
         (III),  SUBJECT  TO THE RIGHT OF THE  COMPANY  TO REQUIRE AN OPINION OF
         COUNSEL ADDRESSING  COMPLIANCE WITH THE U.S. SECURITIES LAWS, AND OTHER
         INFORMATION  SATISFACTORY  TO IT AND (B) THE  HOLDER  WILL  NOTIFY  ANY
         PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED
         TO IN (A) ABOVE.

                                       23
<PAGE>

         THE  SECURITIES  WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
         HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.  TO THE
         FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED  TRANSFER OF SECURITIES,
         OR ANY  INTEREST  THEREIN,  IN A BLOCK  HAVING AN  AGGREGATE  PRINCIPAL
         AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS  THEREOF
         SHALL BE DEEMED TO BE VOID AND OF NO LEGAL  EFFECT  WHATSOEVER.  TO THE
         FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE
         DEEMED  NOT TO BE THE  HOLDER  OF  SUCH  SECURITIES  FOR  ANY  PURPOSE,
         INCLUDING,  BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST
         ON  SUCH  SECURITIES,  OR ANY  INTEREST  THEREIN,  AND  SUCH  PURPORTED
         TRANSFEREE  SHALL BE  DEEMED  TO HAVE NO  INTEREST  WHATSOEVER  IN SUCH
         SECURITIES.

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

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

                                       24
<PAGE>

         (b) The above  legends  shall not be removed from any  Security  unless
there is delivered to the Company  satisfactory  evidence,  which may include an
Opinion of  Counsel,  as may be  reasonably  required  to ensure that any future
transfers  thereof may be made  without  restriction  under or  violation of the
provisions of the  Securities  Act and other  applicable  law. Upon provision of
such  satisfactory  evidence,  the  Company  shall  execute  and  deliver to the
Trustee, and the Trustee shall deliver, at the written direction of the Company,
a Security that does not bear the legend.

         SECTION 2.3. Form of Trustee's Certificate of Authentication.

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

         This  represents   Securities  referred  to  in  the   within-mentioned
Indenture.

Dated:

                                       WILMINGTON TRUST COMPANY, not in its
                                       individual capacity but solely as Trustee

                                       By:
                                            ------------------------------------
                                                   Authorized officer


         SECTION 2.4. Temporary Securities.

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

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

                                       25
<PAGE>

         SECTION 2.5. Definitive Securities.

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

                                  ARTICLE III

                                 The Securities

         SECTION 3.1. Payment of Principal and Interest.

         (a) The unpaid  principal  amount of the Securities shall bear interest
at a variable rate per annum,  reset quarterly,  equal to LIBOR plus 1.65% until
paid or duly provided for, such interest to accrue from the Original  Issue Date
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, and any overdue principal, premium or Additional Tax Sums and
any overdue  installment  of interest  shall bear  Additional  Interest  (to the
extent payment of such interest would be legally enforceable) at a variable rate
per  annum,  reset  quarterly,  equal to LIBOR  plus  1.65%  from the dates such
amounts  are due until they are paid or funds for the  payment  thereof are made
available for payment.

         (b) Interest and  Additional  Interest on any Security that is payable,
and is punctually paid or duly provided for, on any Interest  Payment Date shall
be paid to the Person in whose name that  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such interest,  except that interest and any Additional  Interest payable on
the Stated Maturity (or any date of principal  repayment upon early maturity) of
the principal of a Security or on a Redemption  Date shall be paid to the Person
to whom principal is paid. The initial  payment of interest on any Security that
is issued  between a Regular Record Date and the related  Interest  Payment Date
shall be payable as provided in such Security.

         (c) Any  interest on any Security  that is due and payable,  but is not
timely paid or duly  provided for, on any Interest  Payment Date for  Securities
(herein called "Defaulted  Interest") shall forthwith cease to be payable to the
registered  Holder on the relevant  Regular Record Date by virtue of having been
such Holder,  and such  Defaulted  Interest  may be paid by the Company,  at its
election in each case, as provided in paragraph (i) or (ii) below:

                                       26
<PAGE>

                  (i) The  Company  may elect to make  payment of any  Defaulted
         Interest  to the  Persons  in whose  names  the  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  (a  "Special  Record  Date"),  which  shall  be  fixed in the
         following  manner.  At least  thirty (30) days prior to the date of the
         proposed  payment,  the Company  shall notify the Trustee in writing of
         the amount of Defaulted  Interest  proposed to be paid on each Security
         and the date of the proposed payment,  and 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.  Thereupon the Trustee shall fix a Special
         Record Date for the payment of such Defaulted Interest,  which shall be
         not more than  fifteen  (15) days and not less than ten (10) days prior
         to the date of the  proposed  payment  and not less  than ten (10) days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall  promptly  notify the Company of such Special  Record
         Date and,  in the name and at the expense of the  Company,  shall cause
         notice of the  proposed  payment  of such  Defaulted  Interest  and the
         Special  Record  Date  therefor  to be  mailed,  first  class,  postage
         prepaid,  to each Holder of a Security at the address of such Holder as
         it appears in the Securities Register not less than ten (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 so
         mailed,  such Defaulted  Interest shall be paid to the Persons in whose
         names the Securities (or their respective  Predecessor  Securities) are
         registered on such Special Record Date; or

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

         (d)  Payments of  interest on the  Securities  shall  include  interest
accrued to but excluding the respective  Interest  Payment Dates.  The amount of
interest payable for any interest period shall be computed and paid on the basis
of a 360-day year and the actual number of days elapsed in the relevant interest
period.

                                       27
<PAGE>

         (e) Payment of  principal  of,  premium,  if any,  and  interest on the
Securities  shall be made in such  coin or  currency  of the  United  States  of
America  as at the time of payment  is legal  tender  for  payment of public and
private debts.  Payments of principal,  premium, if any, and interest due at the
Maturity of such Securities shall be made at the Place of Payment upon surrender
of such  Securities  to the Paying Agent and payments of interest  shall be made
subject to such surrender where  applicable,  by wire transfer at such place and
to  such  account  at a  banking  institution  in the  United  States  as may be
designated  in writing to the Paying Agent at least ten (10) Business Days prior
to the date for payment by the Person  entitled  thereto  unless proper  written
transfer  instructions  have not been  received by the relevant  record date, in
which case such  payments  shall be made by check  mailed to the address of such
Person as such address  shall appear in the Security  Register.  Notwithstanding
the  foregoing,  so long as the holder of the Security is the Property  Trustee,
the payment of the principal of (and premium if any) and interest (including any
overdue installment of interest and Additional Tax Sums, if any) on the Security
will be made at such  place  and to such  account  as may be  designated  by the
Property Trustee.

         (f) Subject to the  foregoing  provisions  of this  Section  3.1,  each
Security  delivered  under this Indenture upon transfer of or in exchange for or
in lieu of any other  Security  shall carry the rights to  interest  accrued and
unpaid, and to accrue, that were carried by such other Security.

         SECTION 3.2. Denominations.

         The Securities shall be in registered form without coupons and shall be
issuable in minimum  denominations  of  $100,000  and any  integral  multiple of
$1,000 in excess thereof.

         SECTION 3.3. Execution, Authentication, Delivery and Dating.

         (a) At any time and from time to time after the  execution and delivery
of this Indenture,  the Company may deliver Securities in an aggregate principal
amount  (including all then Outstanding  Securities) not in excess of $3,093,000
executed  by the  Company to the Trustee  for  authentication,  together  with a
Company Order for the  authentication  and delivery of such Securities,  and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities.  In  authenticating  such  Securities,  and accepting the additional
responsibilities  under this  Indenture  in  relation  to such  Securities,  the
Trustee  shall be entitled to receive,  and shall be fully  protected in relying
upon:

                  (i) a copy of any Board Resolution relating thereto; and

                                       28
<PAGE>

                  (ii) an Opinion of Counsel  stating that (1) such  Securities,
         when  authenticated  and  delivered  by the  Trustee  and issued by the
         Company in the manner and subject to any  conditions  specified in such
         Opinion  of  Counsel,   will  constitute   valid  and  legally  binding
         obligations  of  the  Company,   subject  to  bankruptcy,   insolvency,
         fraudulent  transfer,  reorganization,  moratorium  and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles; (2) the Securities have been duly authorized
         and executed by the Company and have been  delivered to the Trustee for
         authentication   in  accordance  with  this  Indenture;   and  (3)  the
         Securities are not required to be registered under the Securities Act.

         (b) The  Securities  shall be  executed on behalf of the Company by its
Chairman  of the Board,  its Vice  Chairman  of the Board,  its Chief  Executive
Officer,  its President or one of its Vice  Presidents.  The signature of any of
these officers on the Securities may be manual or facsimile.  Securities bearing
the  manual or  facsimile  signatures  of  individuals  who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such
individuals  or any of them  have  ceased  to hold  such  offices  prior  to the
authentication  and delivery of such  Securities or did not hold such offices at
the date of such Securities.

         (c) No Security  shall be entitled to any benefit under this  Indenture
or be valid or obligatory for any purpose, unless there appears on such Security
a certificate of  authentication  substantially  in the form provided for herein
executed  by  the  Trustee  by the  manual  signature  of one of its  authorized
officers,  and such certificate upon any Security shall be conclusive  evidence,
and the only  evidence,  that  such  Security  has been duly  authenticated  and
delivered hereunder.  Notwithstanding the foregoing,  if any Security shall have
been  authenticated  and  delivered  hereunder  but never issued and sold by the
Company,  and the  Company  shall  deliver  such  Security  to the  Trustee  for
cancellation as provided in Section 3.8, for all purposes of this Indenture such
Security  shall  be  deemed  never  to have  been  authenticated  and  delivered
hereunder and shall never be entitled to the benefits of this Indenture.

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

         SECTION 3.4. Global Securities.

         (a) Upon the  election  of the Holder  after the  Original  Issue Date,
which election need not be in writing, the Securities owned by such Holder shall
be issued in the form of one or more Global Securities registered in the name of
the Depositary or its nominee.  Each Global Security issued under this Indenture
shall be registered in the name of the Depositary  designated by the Company for
such Global  Security or a nominee thereof and delivered to such Depositary or a
nominee  thereof or  custodian  therefor,  and each such Global  Security  shall
constitute a single Security for all purposes of this Indenture.

                                       29
<PAGE>

         (b)  Notwithstanding  any other provision in this Indenture,  no Global
Security may be exchanged in whole or in part for registered Securities,  and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the  Depositary  for such Global  Security or a nominee
thereof  unless (i) such  Depositary  advises  the  Trustee  and the  Company in
writing that such Depositary is no longer willing or able to properly  discharge
its responsibilities as Depositary with respect to such Global Security,  and no
qualified  successor  is  appointed  by the Company  within  ninety (90) days of
receipt  by the  Company of such  notice,  (ii) such  Depositary  ceases to be a
clearing agency  registered under the Exchange Act and no successor is appointed
by the Company within ninety (90) days after obtaining  knowledge of such event,
(iii) the Company  executes and delivers to the Trustee a Company  Order stating
that  the  Company  elects  to  terminate  the  book-entry  system  through  the
Depositary or (iv) an Event of Default  shall have  occurred and be  continuing.
Upon the occurrence of any event  specified in clause (i),  (ii),  (iii) or (iv)
above,  the Trustee shall notify the  Depositary  and instruct the Depositary to
notify  all  owners of  beneficial  interests  in such  Global  Security  of the
occurrence of such event and of the availability of Securities to such owners of
beneficial  interests  requesting the same. Upon the issuance of such Securities
and the registration in the Securities  Register of such Securities in the names
of the Holders of the beneficial interests therein, the Trustees shall recognize
such holders of beneficial interests as Holders.

         (c) If any Global  Security is to be exchanged for other  Securities or
canceled in part, or if another  Security is to be exchanged in whole or in part
for a beneficial  interest in any Global  Security,  then either (i) such Global
Security shall be so  surrendered  for exchange or  cancellation  as provided in
this  Article  III or (ii) the  principal  amount  thereof  shall be  reduced or
increased  by an amount  equal to the  portion  thereof  to be so  exchanged  or
canceled,  or equal to the  principal  amount of such  other  Security  to be so
exchanged for a beneficial  interest therein, as the case may be, by means of an
appropriate  adjustment  made  on  the  records  of  the  Securities  Registrar,
whereupon the Trustee, in accordance with the Applicable Depositary  Procedures,
shall  instruct  the  Depositary  or its  authorized  representative  to  make a
corresponding  adjustment to its records.  Upon any such surrender or adjustment
of  a  Global   Security  by  the   Depositary,   accompanied  by   registration
instructions,  the Company shall execute and the Trustee shall  authenticate and
deliver any  Securities  issuable in exchange  for such Global  Security (or any
portion  thereof) in accordance with the  instructions  of the  Depositary.  The
Trustee shall not be liable for any delay in delivery of such  instructions  and
may  conclusively  rely on, and shall be fully  protected  in relying  on,  such
instructions.

         (d) Every Security  authenticated  and delivered upon  registration  of
transfer of, or in exchange for or in lieu of, a Global  Security or any portion
thereof  shall be  authenticated  and  delivered in the form of, and shall be, a
Global  Security,  unless such  Security is  registered  in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

                                       30
<PAGE>

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

         (f) The Depositary or its nominee,  as the registered owner of a Global
Security,  shall be the Holder of such Global  Security for all  purposes  under
this  Indenture  and the  Securities,  and owners of  beneficial  interests in a
Global Security shall hold such interests pursuant to the Applicable  Depositary
Procedures.  Accordingly,  any  such  owner's  beneficial  interest  in a Global
Security  shall be shown only on, and the  transfer  of such  interest  shall be
effected only through,  records  maintained by the  Depositary or its nominee or
its Depositary  Participants.  The Securities Registrar and the Trustee shall be
entitled to deal with the Depositary for all purposes of this Indenture relating
to a Global  Security  (including the payment of principal and interest  thereon
and the giving of instructions  or directions by owners of beneficial  interests
therein and the giving of notices) as the sole Holder of the  Security and shall
have no obligations to the owners of beneficial  interests therein.  Neither the
Trustee nor the Securities  Registrar shall have any liability in respect of any
transfers effected by the Depositary.

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

         (h) No holder of any beneficial interest in any Global Security held on
its  behalf by a  Depositary  shall have any rights  under this  Indenture  with
respect  to such  Global  Security,  and such  Depositary  may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global  Security for all  purposes  whatsoever.  None of the  Company,  the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or  liability  for any aspect of the records  relating  to or  payments  made on
account of beneficial  ownership  interests of a Global Security or maintaining,
supervising  or  reviewing  any records  relating to such  beneficial  ownership
interests.  Notwithstanding  the  foregoing,  nothing  herein shall  prevent the
Company,  the  Trustee or any agent of the  Company or the  Trustee  from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary  or impair,  as between a Depositary  and such holders of  beneficial
interests,  the operation of customary  practices  governing the exercise of the
rights of the Depositary (or its nominee) as Holder of any Security.

                                       31
<PAGE>

         SECTION 3.5. Registration, Transfer and Exchange Generally.

         (a) The Trustee shall cause to be kept at the Corporate  Trust Office a
register (the  "Securities  Register") in which the registrar and transfer agent
with respect to the Securities  (the  "Securities  Registrar"),  subject to such
reasonable  regulations as it may prescribe,  shall provide for the registration
of Securities and of transfers and exchanges of Securities. The Trustee shall at
all times also be the Securities  Registrar.  The provisions of Article VI shall
apply to the Trustee in its role as Securities Registrar.

         (b) Subject to  compliance  with Section  2.2(b),  upon  surrender  for
registration  of  transfer  of any  Security  at the  offices or agencies of the
Company  designated for that purpose the Company shall execute,  and the Trustee
shall  authenticate  and deliver,  in the name of the  designated  transferee or
transferees,  one or more new Securities of any authorized denominations of like
tenor and aggregate principal amount.

         (c) At the option of the Holder,  Securities may be exchanged for other
Securities  of  any  authorized  denominations,  of  like  tenor  and  aggregate
principal  amount,  upon  surrender  of the  Securities  to be exchanged at such
office or agency.  Whenever any Securities are so surrendered for exchange,  the
Company shall execute,  and upon receipt thereof the Trustee shall  authenticate
and deliver,  the Securities  that the Holder making the exchange is entitled to
receive.

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

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

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

         (g) Neither the Company nor the Trustee  shall be required  pursuant to
the  provisions  of this  Section 3.5 to (i) issue,  register the transfer of or
exchange  any  Security  during a period  beginning  at the  opening of business
fifteen  (15) days before the day of  selection  for  redemption  of  Securities
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of  redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part,  except, in the case of
any  such  Security  to be  redeemed  in part,  any  portion  thereof  not to be
redeemed.

                                       32
<PAGE>

         (h) The  Company  shall  designate  an office or  offices  or agency or
agencies where  Securities may be surrendered  for  registration  or transfer or
exchange.  The Company  initially  designates the Corporate  Trust Office as its
office and agency for such  purposes.  The  Company  shall give  prompt  written
notice to the Trustee  and to the  Holders of any change in the  location of any
such office or agency.

         SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

         (d) Upon the issuance of any new  Security  under this Section 3.6, the
Company may require  the payment of a sum  sufficient  to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         (e) Every new Security  issued  pursuant to this Section 3.6 in lieu of
any mutilated,  destroyed,  lost or stolen Security shall constitute an original
additional contractual obligation of the Company,  whether or not the mutilated,
destroyed,  lost or stolen Security shall be at any time  enforceable by anyone,
and  shall  be  entitled  to all the  benefits  of this  Indenture  equally  and
proportionately with any and all other Securities duly issued hereunder.

         (f) The provisions of this Section 3.6 are exclusive and shall preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

                                       33
<PAGE>

         SECTION 3.7. Persons Deemed Owners.

         The  Company,  the  Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name any Security is  registered as the owner of
such  Security  for the purpose of  receiving  payment of  principal  of and any
interest on such Security and for all other purposes whatsoever, and neither the
Company,  the  Trustee  nor any agent of the  Company  or the  Trustee  shall be
affected by notice to the contrary.

         SECTION 3.8. Cancellation.

         All  Securities  surrendered  for  payment,  redemption,   transfer  or
exchange  shall,  if  surrendered  to any  Person  other  than the  Trustee,  be
delivered to the Trustee,  and any such  Securities and  Securities  surrendered
directly to the Trustee for any such purpose  shall be promptly  canceled by it.
The  Company  may at any  time  deliver  to the  Trustee  for  cancellation  any
Securities previously authenticated and delivered hereunder that the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly  canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any  Securities  canceled as provided in this Section 3.8,
except as expressly  permitted by this Indenture.  All canceled Securities shall
be disposed of by the Trustee in accordance with its customary practices and the
Trustee shall deliver to the Company a certificate of such disposition.

                                       34
<PAGE>

         SECTION 3.9. Deferrals of Interest Payment Dates.

         (a) So long as no Event of Default  pursuant to Sections  5.1(c),  (e),
(f),  (g) or (h) has  occurred  and is  continuing,  the Company  shall have the
right,  at any time and from time to time  during the term of the  Security,  to
defer the  payment of interest  on the  Securities  for a period of up to twenty
(20)  consecutive  quarterly  interest  payment  periods  (each such period,  an
"Extension Period"),  during which Extension  Period(s),  the Company shall have
the right to make no  payments or partial  payments of interest on any  Interest
Payment  Date  (except any  Additional  Tax Sums that  otherwise  may be due and
payable). No Extension Period shall end on a date other than an Interest Payment
Date and no  Extension  Period shall  extend  beyond the Stated  Maturity of the
principal  of the  Securities.  No interest  shall be due and payable  during an
Extension  Period,  except at the end thereof,  but each installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
shall bear Additional  Interest (to the extent payment of such interest would be
legally  enforceable) at a variable rate per annum,  reset  quarterly,  equal to
LIBOR plus 1.65%,  compounded  quarterly,  from the dates on which amounts would
have  otherwise  been due and payable  until paid or until funds for the payment
thereof have been made  available for payment.  At the end of any such Extension
Period,  the  Company  shall pay all  interest  then  accrued  and unpaid on the
Securities together with such Additional  Interest.  Prior to the termination of
any such  Extension  Period,  the Company may extend such  Extension  Period and
further defer the payment of interest;  provided, that (i) all such previous and
further  extensions  comprising such Extension  Period do not exceed twenty (20)
quarterly interest payment periods, (ii) no Extension Period shall end on a date
other than an Interest  Payment Date and (iii) no Extension  Period shall extend
beyond  the  Stated  Maturity  of the  principal  of the  Securities.  Upon  the
termination of any such Extension Period and upon the payment of all accrued and
unpaid  interest and any  Additional  Interest then due on any Interest  Payment
Date, the Company may elect to begin a new Extension Period;  provided, that (i)
such  Extension  Period does not exceed twenty (20) quarterly  interest  payment
periods,  (ii) no  Extension  Period  shall end on a date other than an Interest
Payment Date,  (iii) no Extension Period shall extend beyond the Stated Maturity
of the  principal  of the  Securities  and (iv) no Event of Default  pursuant to
Sections  5.1(c),  (e),  (f),  (g) or (h) has occurred  and is  continuing.  The
Company shall give (i) the Holders of the  Securities,  (ii) the Trustee,  (iii)
the Property Trustee and (iv) any beneficial  owner of the Preferred  Securities
reasonably identified to the Company (which identification may be made either by
such  beneficial  owner or by the  Purchaser)  written notice of its election to
begin any such  Extension  Period no later  than the  close of  business  on the
fifteenth (15th) Business Day prior to the next succeeding Interest Payment Date
on which interest on the Securities would be payable but for such deferral.

         (b) In connection with any such Extension Period,  the Company shall be
subject to the restrictions set forth in Section 10.6(a).

         SECTION 3.10. Right of Set-Off.

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

                                       35
<PAGE>

         SECTION 3.11. Agreed Tax Treatment.

         Each Security  issued  hereunder shall provide that the Company and, by
its acceptance or acquisition  of a Security or a beneficial  interest  therein,
the  Holder of, and any Person  that  acquires a direct or  indirect  beneficial
interest  in,  such  Security,  intend  and  agree to  treat  such  Security  as
indebtedness  of the  Company  for United  States  Federal,  state and local tax
purposes and to treat the Preferred Securities (including but not limited to all
payments and proceeds with respect to the Preferred  Securities) as an undivided
beneficial  ownership  interest in the  Securities  (and  payments  and proceeds
therefrom,  respectively)  for  United  States  Federal,  state  and  local  tax
purposes.  The provisions of this Indenture shall be interpreted to further this
intention and agreement of the parties.

         SECTION 3.12. 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  and other  similar  or related  materials  as a  convenience  to
Holders;  provided,  that any such notice or other  materials  may state that no
representation  is made as to the  correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
and that reliance may be placed only on the other identification numbers printed
on the Securities,  and any such redemption  shall not be affected by any defect
in or omission of such numbers.

                                   ARTICLE IV

                           Satisfaction and Discharge

         SECTION 4.1. Satisfaction and Discharge of Indenture.

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

         (a) either

                  (i) all  Securities  theretofore  authenticated  and delivered
         (other than (A) Securities that have been mutilated, destroyed, lost or
         stolen and that have been  replaced  or paid as provided in Section 3.6
         and (B)  Securities  for  whose  payment  money  has  theretofore  been
         deposited in trust or  segregated  and held in trust by the Company and
         thereafter  repaid to the  Company  or  discharged  from such  trust as
         provided  in  Section  10.2) have been  delivered  to the  Trustee  for
         cancellation; or

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

                           (A)      have become due and payable, or

                                       36
<PAGE>

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

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

         and the Company,  in the case of subclause  (ii)(A),  (B) or (C) above,
         has deposited or caused to be deposited with the Trustee as trust funds
         in trust for such purpose (x) an amount in the  currency or  currencies
         in which the Securities are payable,  (y) Government  Obligations which
         through the  scheduled  payment of  principal  and  interest in respect
         thereof in accordance with their terms will provide, not later than the
         due  date of any  payment,  money  in an  amount  or (z) a  combination
         thereof,  in each  case  sufficient,  in the  opinion  of a  nationally
         recognized  firm  of  independent  public  accountants  expressed  in a
         written  certification  thereof  delivered to the  Trustee,  to pay and
         discharge the entire  indebtedness  on such  Securities not theretofore
         delivered  to the  Trustee  for  cancellation,  for  principal  and any
         premium and interest (including any Additional Interest) to the date of
         such  deposit  (in the case of  Securities  that  have  become  due and
         payable) or to the Stated Maturity (or any date of principal  repayment
         upon early maturity) or Redemption Date, as the case may be;

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

         (c) the Company has  delivered to the Trustee an Officers'  Certificate
and an Opinion of Counsel  each  stating that all  conditions  precedent  herein
provided for relating to the  satisfaction  and discharge of this Indenture have
been complied with.

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations of the Company to the Trustee under Section 6.6, the  obligations of
the Company to any  Authenticating  Agent under Section 6.11 and, if money shall
have been  deposited  with the  Trustee  pursuant to  subclause  (a)(ii) of this
Section  4.1,  the  obligations  of the  Trustee  under  Section 4.2 and Section
10.2(e) shall survive.

         SECTION 4.2. Application of Trust Money.

         Subject to the provisions of Section 10.2(e),  all money deposited with
the  Trustee  pursuant  to Section 4.1 shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities and this Indenture,
to the payment in accordance  with Section 3.1,  either  directly or through any
Paying  Agent  (including  the  Company  acting as its own Paying  Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest  (including  any  Additional  Interest)  for the payment of
which such money or  obligations  have been  deposited  with or  received by the
Trustee.  Moneys held by the Trustee under this Section 4.2 shall not be subject
to the claims of holders of Senior Debt under Article XII.

                                       37
<PAGE>

                                   ARTICLE V

                                    Remedies

         SECTION 5.1. Events of Default.

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

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

         (b)  default in the payment of the  principal  of or any premium on any
Security at its Maturity; or

         (c) default in the payment of any interest upon any Security, including
any Additional Interest in respect thereof, following the nonpayment of any such
interest for twenty (20) or more consecutive quarterly interest payment periods;
or

         (d) default in the performance,  or breach, of any covenant or warranty
of the Company in this Indenture and continuance of such default or breach for a
period of  thirty  (30)  days  after  there has been  given,  by  registered  or
certified  mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least  twenty five  percent  (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

         (e) the  entry by a court  having  jurisdiction  in the  premises  of a
decree or order  adjudging the Company a bankrupt or insolvent,  or approving as
properly filed a petition  seeking  reorganization,  arrangement,  adjustment or
composition  of or in respect of the  Company  under any  applicable  Federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator or other
similar official of the Company or of any substantial  part of its property,  or
ordering the winding up or  liquidation of its affairs,  and the  continuance of
any such decree or order for relief or any such other  decree or order  unstayed
and in effect for a period of sixty (60) consecutive days; or

                                       38
<PAGE>

         (f) the  institution  by the Company of proceedings to be adjudicated a
bankrupt  or  insolvent,  or the consent by the  Company to the  institution  of
bankruptcy or insolvency proceedings against it, or the filing by the Company of
a  petition  or answer or consent  seeking  reorganization  or relief  under any
applicable  Federal or state  bankruptcy,  insolvency,  reorganization  or other
similar  law,  or the  consent  by it to the filing of such  petition  or to the
appointment  of or  taking  possession  by a  custodian,  receiver,  liquidator,
assignee,  trustee,  sequestrator or other similar official of the Company or of
any substantial  part of its property,  or the making by it of an assignment for
the benefit of creditors,  or the admission by it in writing of its inability to
pay its debts generally as they become due and its willingness to be adjudicated
a bankrupt or  insolvent,  or the taking of  corporate  action by the Company in
furtherance of any such action; or

         (g) either (1) a court or administrative or governmental agency or body
shall enter a decree or order for the  appointment of a receiver of a Major Bank
Subsidiary  or all or  substantially  all of its  property  in any  liquidation,
insolvency or similar  proceeding,  or (2) a Major Bank Subsidiary shall consent
to the  appointment  of a  receiver  for it or all or  substantially  all of its
property in any liquidation, insolvency or similar proceeding; or

         (h) the Trust  shall  have  voluntarily  or  involuntarily  liquidated,
dissolved,  wound-up its business or otherwise terminated its existence,  except
in  connection  with (1) the  distribution  of the  Securities to holders of the
Preferred  Securities in  liquidation of their  interests in the Trust,  (2) the
redemption  of  all of  the  outstanding  Preferred  Securities  or (3)  certain
mergers, consolidations or amalgamations, each as and to the extent permitted by
the Trust Agreement.

         SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

         (a) If an Event of Default pursuant to Sections  5.1(c),  (e), (f), (g)
or (h) occurs and is continuing,  then and in every such case the Trustee or the
Holders of not less than twenty five percent  (25%) in  principal  amount of the
Outstanding Securities may declare the principal amount of all the Securities to
be due and payable  immediately,  by a notice in writing to the Company  (and to
the Trustee if given by  Holders),  provided,  that if, upon an Event of Default
pursuant to Sections 5.1(c), (e), (f), (g) or (h), the Trustee or the Holders of
not less than twenty five percent (25%) in principal  amount of the  Outstanding
Securities fail to declare the principal of all the Outstanding Securities to be
immediately  due and payable,  the holders of at least twenty five percent (25%)
in aggregate  Liquidation  Amount of the Preferred  Securities then  outstanding
shall  have the right to make such  declaration  by a notice in  writing  to the
Property Trustee, the Company and the Trustee; and upon any such declaration the
principal amount of and the accrued interest (including any Additional Interest)
on all the Securities shall become immediately due and payable.

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

                                       39
<PAGE>

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

                           (A)      all overdue  installments of interest on all
                                    Securities,

                           (B)      any  accrued  Additional   Interest  on  all
                                    Securities,

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

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

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

provided,  that if the Holders of such Securities fail to annul such declaration
and waive such  default,  the holders of not less than a majority  in  aggregate
Liquidation Amount of the Preferred  Securities then outstanding shall also have
the right to rescind and annul such  declaration and its consequences by written
notice to the  Property  Trustee,  the Company and the  Trustee,  subject to the
satisfaction  of the  conditions set forth in paragraph (b) of this Section 5.2.
No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereon.

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

         (a)   The Company covenants that if:

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

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

the  Company  will,  upon demand of the  Trustee,  pay to the  Trustee,  for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such  Securities  for principal and any premium and interest  (including  any
Additional  Interest)  and, in addition  thereto,  all amounts owing the Trustee
under Section 6.6.

                                       40
<PAGE>

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

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

         SECTION 5.4. Trustee May File Proofs of Claim.

         In  case  of any  receivership,  insolvency,  liquidation,  bankruptcy,
reorganization,   arrangement,   adjustment,  composition  or  similar  judicial
proceeding  relative to the Company (or any other obligor upon the  Securities),
its property or its creditors,  the Trustee shall be entitled and empowered,  by
intervention  in such  proceeding  or  otherwise,  to take  any and all  actions
authorized  hereunder  in order to have  claims of the  Holders  and the Trustee
allowed in any such proceeding.  In particular,  the Trustee shall be authorized
to collect and receive any moneys or other  property  payable or  deliverable on
any such  claims  and to  distribute  the  same;  and any  custodian,  receiver,
assignee,  trustee,  liquidator,  sequestrator or other similar  official in any
such  judicial  proceeding  is  hereby  authorized  by each  Holder 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 Holders, to first pay to the Trustee any
amount  due it for the  reasonable  compensation,  expenses,  disbursements  and
advances of the Trustee, its agents and counsel, and any other amounts owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6.

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

         All rights of action and claims under this  Indenture or the Securities
may be prosecuted  and enforced by the Trustee  without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such  proceeding  instituted by the Trustee shall be brought in its own name
as trustee of an express trust,  and any recovery of judgment shall,  subject to
Article XII and after  provision  for the  payment of all the amounts  owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6, be for the
ratable  benefit  of the  Holders  of the  Securities  in  respect of which such
judgment has been recovered.

                                       41
<PAGE>

         SECTION 5.6. Application of Money Collected.

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

         FIRST:  To the payment of all amounts due the Trustee,  any predecessor
Trustee and other Persons under Section 6.6;

         SECOND:  To the payment of all Senior Debt of the Company if and to the
extent required by Article XII.

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

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

         SECTION 5.7. Limitation on Suits.

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

         (a) such Holder has previously given written notice to the Trustee of a
continuing  Event of Default with respect to the Securities;  (b) the Holders of
not less than a  majority  in  aggregate  principal  amount  of the  Outstanding
Securities  shall  have  made  written  request  to  the  Trustee  to  institute
proceedings  in  respect  of such  Event of  Default  in its own name as Trustee
hereunder;

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

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

         (e) no direction  inconsistent with such written request has been given
to the Trustee during such sixty (60)-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities;

                                       42
<PAGE>

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever  by virtue of, or by  availing  itself of, any
provision of this  Indenture to affect,  disturb or prejudice  the rights of any
other  Holders  of  Securities,  or to obtain or to seek to obtain  priority  or
preference  over any other of such  Holders or to enforce  any right  under this
Indenture,  except in the manner  herein  provided and for the equal and ratable
benefit of all such Holders.

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

         Notwithstanding  any other provision in this  Indenture,  the Holder of
any  Security  shall have the right,  which is absolute  and  unconditional,  to
receive  payment of the  principal  of and any  premium on such  Security at its
Maturity and payment of interest  (including  any  Additional  Interest) on such
Security when due and payable and to institute  suit for the  enforcement of any
such payment,  and such right shall not be impaired  without the consent of such
Holder. Any registered holder of the Preferred  Securities shall have the right,
upon the occurrence of an Event of Default described in Section 5.1(a),  Section
5.1(b) or Section 5.1(c),  to institute a suit directly  against the Company for
enforcement  of payment  to such  holder of  principal  of and any  premium  and
interest  (including  any  Additional  Interest)  on  the  Securities  having  a
principal  amount equal to the  aggregate  Liquidation  Amount of the  Preferred
Securities held by such holder.

         SECTION 5.9. Restoration of Rights and Remedies.

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

         SECTION 5.10. Rights and Remedies Cumulative.

         Except as  otherwise  provided  in Section  3.6(f),  no right or remedy
herein  conferred  upon or reserved to the Trustee or the Holders is intended to
be exclusive of any other right or remedy,  and every right and remedy shall, to
the extent  permitted by law, be cumulative and in addition to every other right
and remedy given  hereunder or now or hereafter  existing at law or in equity or
otherwise.  The  assertion or employment  of any right or remedy  hereunder,  or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

                                       43
<PAGE>

         SECTION 5.11. Delay or Omission Not Waiver.

         No delay or omission of the Trustee,  any Holder of any  Securities  or
any holder of any  Preferred  Security to exercise any right or remedy  accruing
upon any Event of Default  shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.  Every right and
remedy  given by this  Article V or by law to the  Trustee or to the Holders and
the right and remedy given to the holders of Preferred Securities by Section 5.8
may be exercised from time to time, and as often as may be deemed expedient,  by
the Trustee, the Holders or the holders of Preferred Securities, as the case may
be.

         SECTION 5.12. Control by Holders.

         The Holders of not less than a majority in aggregate  principal  amount
of the Outstanding Securities (or, as the case may be, the holders of a majority
in aggregate  Liquidation  Amount of the  Preferred  Securities)  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, that:

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

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

         (c) subject to the  provisions  of Section 6.2, the Trustee  shall have
the right to  decline  to follow  such  direction  if a  Responsible  Officer or
Officers of the Trustee  shall,  in good faith,  reasonably  determine  that the
proceeding so directed would be unjustly  prejudicial to the Holders not joining
in any such direction or would involve the Trustee in personal liability.

         SECTION 5.13. Waiver of Past Defaults.

         (a) The  Holders of not less than a  majority  in  aggregate  principal
amount of the Outstanding Securities and the holders of not less than a majority
in aggregate  Liquidation Amount of the Preferred  Securities may waive any past
Event of Default hereunder and its consequences except an Event of Default:

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

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

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

                                       44
<PAGE>

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

         SECTION 5.14. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his or her 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 5.14 shall not apply to any suit  instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders,  holding
in the aggregate  more than ten percent (10%) in aggregate  principal  amount of
the  Outstanding  Securities,  or to any suit  instituted  by any Holder for the
enforcement  of the payment of the  principal  of or any premium on the Security
after the Stated Maturity or any interest (including any Additional Interest) on
any Security after it is due and payable.

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

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

                                       45
<PAGE>

                                   ARTICLE VI

                                   The Trustee

         SECTION 6.1. Corporate Trustee Required.

         There  shall at all times be a Trustee  hereunder  with  respect to the
Securities.  The Trustee  shall be a corporation  organized  and doing  business
under  the laws of the  United  States or of any state  thereof,  authorized  to
exercise  corporate  trust powers,  having a combined  capital and surplus of at
least  $50,000,000,  subject to  supervision  or examination by Federal or state
authority and having an office  within the United  States.  If such  corporation
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of such supervising or examining authority,  then, for the purposes
of this Section 6.1, 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 the Trustee shall cease to be
eligible in accordance  with the provisions of this Section 6.1, it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article VI.

         SECTION 6.2. Certain Duties and Responsibilities.

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

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

                  (ii) in the absence of bad faith on its part,  the Trustee may
         conclusively   rely,  as  to  the  truth  of  the  statements  and  the
         correctness of the opinions  expressed  therein,  upon  certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture;  provided, that in the case of any such certificates or
         opinions that 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  substantially  conform on
         their face to the requirements of this Indenture.

         (b) If an Event of Default  known to the  Trustee has  occurred  and is
continuing,  the Trustee shall, prior to the receipt of directions, if any, from
the  Holders  of at  least a  majority  in  aggregate  principal  amount  of the
Outstanding  Securities  (or, if  applicable,  from the holders of a majority in
aggregate Liquidation Amount of the Preferred Securities),  exercise such of the
rights and powers  vested in it by this  Indenture,  and use the same  degree of
care and skill in its exercise,  as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.

                                       46
<PAGE>

         (c) Notwithstanding the foregoing, no provision of this Indenture shall
require  the  Trustee  to expend or risk its own  funds or  otherwise  incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate  indemnity  against such risk
or liability is not reasonably  assured to it. Whether or not therein  expressly
so  provided,  every  provision  of this  Indenture  relating  to the conduct or
affecting  the  liability of or  affording  protection  to the Trustee  shall be
subject to the  provisions of this Section 6.2. To the extent that, at law or in
equity,  the Trustee has duties and  liabilities  relating to the  Holders,  the
Trustee shall not be liable to any Holder for the Trustee's  good faith reliance
on the provisions of this Indenture.  The provisions of this  Indenture,  to the
extent that they restrict the duties and  liabilities  of the Trustee  otherwise
existing  at law or in equity,  are  agreed by the  Company  and the  Holders to
replace such other duties and liabilities of the Trustee.

         (d) No provisions of this  Indenture  shall be construed to relieve the
Trustee from  liability with respect to matters that are within the authority of
the Trustee under this Indenture for its own negligent action, negligent failure
to act or willful misconduct, except that:

                  (i) the Trustee  shall not be liable for any error or judgment
         made in good faith by an authorized  officer of the Trustee,  unless it
         shall be proved that the  Trustee was  negligent  in  ascertaining  the
         pertinent facts;

                  (ii) 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 Holders of at least a majority in aggregate
         principal amount of the Outstanding Securities (or, if applicable, from
         the  holders  of a  majority  in  aggregate  Liquidation  Amount of the
         Preferred  Securities),  relating  to the  time,  method  and  place of
         conducting any proceeding for any remedy available to the Trustee under
         this Indenture; and

                  (iii) the Trustee  shall be under no liability for interest on
         any money  received  by it  hereunder  and money held by the Trustee in
         trust  hereunder need not be segregated  from other funds except to the
         extent required by law.

         SECTION 6.3. Notice of Defaults.

         Within ninety (90) days after the  occurrence  of any default  actually
known to the Trustee,  the Trustee shall give the Holders notice of such default
unless such default  shall have been cured or waived;  provided,  that except in
the case of a default  in the  payment  of the  principal  of or any  premium or
interest on any Securities,  the Trustee shall be fully protected in withholding
the 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 withholding the notice is in the interest of holders
of  Securities;  and provided,  further,  that in the case of any default of the
character  specified in Section 5.1(d), no such notice to Holders shall be given
until at least thirty (30) days after the occurrence thereof. For the purpose of
this Section 6.3, the term  "default"  means any event which is, or after notice
or lapse of time or both would become, an Event of Default.

                                       47
<PAGE>

         SECTION 6.4. Certain Rights of Trustee.

         Subject to the provisions of Section 6.2:

         (a) the Trustee may  conclusively  rely and shall be fully protected in
acting or refraining  from acting in good faith and in accordance with the terms
hereof upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note 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) if (i) in performing its duties under this Indenture the Trustee is
required to decide between alternative courses of action, (ii) in construing any
of the provisions of this Indenture the Trustee finds  ambiguous or inconsistent
with any other provisions contained herein or (iii) the Trustee is unsure of the
application of any provision of this Indenture, then, except as to any matter as
to which the Holders are entitled to decide  under the terms of this  Indenture,
the Trustee  shall  deliver a notice to the  Company  requesting  the  Company's
written instruction as to the course of action to be taken and the Trustee shall
take such action,  or refrain from taking such action,  as the Trustee  shall be
instructed  in  writing to take,  or to refrain  from  taking,  by the  Company;
provided,  that if the  Trustee  does not  receive  such  instructions  from the
Company  within ten  Business  Days after it has  delivered  such notice or such
reasonably  shorter period of time set forth in such notice the Trustee may, but
shall be under no duty to, take such action, or refrain from taking such action,
as the Trustee shall deem advisable and in the best interests of the Holders, in
which event the Trustee shall have no liability  except for its own  negligence,
bad faith or willful misconduct;

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

         (d) the Trustee may consult with counsel  (which counsel may be counsel
to the Trustee, the Company or any of its Affiliates, and may include any of its
employees)  and the advice of such  counsel or any  Opinion of Counsel  shall be
full and complete  authorization  and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

         (e) the Trustee  shall be under no  obligation  to exercise  any of the
rights or powers  vested in it by this  Indenture at the request or direction of
any of the  Holders  or any  holder of  Preferred  Securities  pursuant  to this
Indenture,  unless such Holders (or such holders of Preferred  Securities) shall
have offered to the Trustee security or indemnity reasonably  satisfactory to it
against the costs,  expenses (including reasonable attorneys' fees and expenses)
and liabilities  that might be incurred by it in compliance with such request or
direction, including reasonable advances as may be requested by the Trustee;

                                       48
<PAGE>

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

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

         (h) whenever in the  administration of this Indenture the Trustee shall
deem it desirable to receive  instructions  with respect to enforcing any remedy
or right or taking any other  action  with  respect to  enforcing  any remedy or
right  hereunder,  the  Trustees (i) may request  instructions  from the Holders
(which  instructions  may  only be given by the  Holders  of the same  aggregate
principal  amount of  Outstanding  Securities as would be entitled to direct the
Trustee under this Indenture in respect of such remedy,  right or action),  (ii)
may refrain from enforcing such remedy or right or taking such action until such
instructions  are received and (iii) shall be protected in acting in  accordance
with such instructions;

         (i) except as  otherwise  expressly  provided  by this  Indenture,  the
Trustee  shall  not  be  under  any  obligation  to  take  any  action  that  is
discretionary under the provisions of this Indenture;

         (j) without  prejudice  to any other  rights  available  to the Trustee
under  applicable law, when the Trustee incurs  expenses or renders  services in
connection with any bankruptcy,  insolvency or other  proceeding  referred to in
clauses  (e) or (f) of  the  definition  of  Event  of  Default,  such  expenses
(including  legal  fees  and  expenses  of  its  agents  and  counsel)  and  the
compensation   for  such  services  are  intended  to  constitute   expenses  of
administration  under any  bankruptcy  laws or law relating to creditors  rights
generally;

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

         (l) the Trustee  shall not be charged with  knowledge of any default or
Event of Default  unless either (i) a  Responsible  Officer of the Trustee shall
have actual  knowledge or (ii) the Trustee  shall have received  written  notice
thereof from the Company or a Holder; and

         (m) in the event  that the  Trustee  is also  acting  as Paying  Agent,
Authenticating  Agent  or  Securities   Registrar  hereunder,   the  rights  and
protections  afforded to the Trustee  pursuant to this  Article VI shall also be
afforded such Paying Agent, Authenticating Agent, or Securities Registrar.

                                       49
<PAGE>

         SECTION 6.5. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar  or any other agent of the  Company,  in its  individual  or any other
capacity,  may become the owner or pledgee of Securities  and may otherwise deal
with the  Company  with the same  rights it would  have if it were not  Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

         SECTION 6.6. Compensation; Reimbursement; Indemnity.

         (a)   The Company agrees

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

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

                  (iii) to the fullest  extent  permitted by applicable  law, to
         indemnify the Trustee  (including in its  individual  capacity) and its
         Affiliates,  and  their  officers,  directors,   shareholders,  agents,
         representatives  and employees for, and to hold them harmless  against,
         any loss, damage, liability, tax (other than income, franchise or other
         taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty,
         expense  or claim of any kind or  nature  whatsoever  incurred  without
         negligence,  bad faith or willful misconduct on its part arising out of
         or in connection with the acceptance or administration of this trust or
         the  performance  of the  Trustee's  duties  hereunder,  including  the
         advancement  of funds to cover  the  costs and  expenses  of  defending
         itself  against any claim or liability in connection  with the exercise
         or performance of any of its powers or duties hereunder.

         (b) To secure the Company's  payment  obligations  in this Section 6.6,
the Company  hereby grants and pledges to the Trustee and the Trustee shall have
a lien prior to the Securities on all money or property held or collected by the
Trustee,  other  than  money or  property  held in trust  to pay  principal  and
interest on particular Securities.  Such lien shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee.

         (c) The obligations of the Company under this Section 6.6 shall survive
the satisfaction and discharge of this Indenture and the earlier  resignation or
removal of the Trustee.

         (d) In no event shall the Trustee be liable for any indirect,  special,
punitive or consequential loss or damage of any kind whatsoever,  including, but
not  limited  to, lost  profits,  even if the  Trustee  has been  advised of the
likelihood of such loss or damage and regardless of the form of action.

                                       50
<PAGE>

         (e) In no event shall the Trustee be liable for any failure or delay in
the performance of its obligations hereunder because of circumstances beyond its
control,  including,  but not  limited  to,  acts of God,  flood,  war  (whether
declared or undeclared),  terrorism,  fire, riot,  embargo,  government  action,
including any laws,  ordinances,  regulations,  governmental  action or the like
which delay,  restrict or prohibit the providing of the services contemplated by
this Indenture.

         SECTION 6.7. Resignation and Removal; Appointment of Successor.

         (a) No  resignation  or removal of the Trustee and no  appointment of a
successor  Trustee  pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.8.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company.

         (c) Unless an Event of Default shall have  occurred and be  continuing,
the Trustee may be removed at any time by the Company by a Board Resolution.  If
an Event of Default  shall have occurred and be  continuing,  the Trustee may be
removed by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities, delivered to the Trustee and to the Company.

         (d) If the Trustee  shall  resign,  be removed or become  incapable  of
acting,  or if a vacancy shall occur in the office of Trustee for any reason, at
a time when no Event of  Default  shall have  occurred  and be  continuing,  the
Company, by a Board Resolution,  shall promptly appoint a successor Trustee, and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements  of Section 6.8. If the Trustee shall resign,  be removed or become
incapable  of acting,  or if a vacancy  shall occur in the office of Trustee for
any  reason,  at a time when an Event of  Default  shall  have  occurred  and be
continuing,  the  Holders,  by Act of the  Holders  of a majority  in  aggregate
principal  amount  of the  Outstanding  Securities,  shall  promptly  appoint  a
successor  Trustee,  and such successor  Trustee and the retiring  Trustee shall
comply with the applicable  requirements of Section 6.8. If no successor Trustee
shall  have  been so  appointed  by the  Company  or the  Holders  and  accepted
appointment  within sixty (60) days after the giving of a notice of  resignation
by the Trustee or the  removal of the Trustee in the manner  required by Section
6.8,  any Holder who has been a bona fide Holder of a Security  for at least six
months may, on behalf of such Holder and all others similarly situated,  and any
resigning  Trustee  may, at the expense of the  Company,  petition  any court of
competent jurisdiction for the appointment of a successor Trustee.

         (e) The Company shall give notice to all Holders in the manner provided
in Section  1.6 of each  resignation  and each  removal of the  Trustee and each
appointment  of a successor  Trustee.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

                                       51
<PAGE>

         SECTION 6.8. Acceptance of Appointment by Successor.

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

         (b) Upon  request of any such  successor  Trustee,  the  Company  shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor  Trustee all rights,  powers and trusts referred to
in paragraph (a) of this Section 6.8.

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

         SECTION  6.9.  Merger,  Conversion,   Consolidation  or  Succession  to
Business.

         Any Person into which the Trustee  may be merged or  converted  or with
which  it  may be  consolidated,  or  any  Person  resulting  from  any  merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or  substantially  all of the corporate  trust business of the
Trustee, shall be the successor of the Trustee hereunder,  without the execution
or  filing  of any paper or any  further  act on the part of any of the  parties
hereto,  provided,  that such Person shall be otherwise  qualified  and eligible
under this Article VI. In case any Securities shall have been authenticated, but
not  delivered,  by the  Trustee  then  in  office,  any  successor  by  merger,
conversion or consolidation  or as otherwise  provided above in this Section 6.9
to such  authenticating  Trustee may adopt such  authentication  and deliver the
Securities  so  authenticated,  and in case any  Securities  shall not have been
authenticated,  any successor to the Trustee may  authenticate  such  Securities
either in the name of any  predecessor  Trustee or in the name of such successor
Trustee,  and in all cases the certificate of authentication shall have the full
force which it is provided  anywhere in the Securities or in this Indenture that
the certificate of the Trustee shall have.

         SECTION 6.10. Not Responsible for Recitals or Issuance of Securities.

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

                                       52
<PAGE>

         SECTION 6.11. Appointment of Authenticating Agent.

         (a) The  Trustee  may  appoint an  Authenticating  Agent or Agents with
respect to the  Securities,  which shall be  authorized  to act on behalf of the
Trustee to authenticate Securities issued upon original issue and upon exchange,
registration  of transfer or partial  redemption  thereof or pursuant to Section
3.6, and Securities so  authenticated  shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee  hereunder.  Wherever  reference is made in this Indenture to the
authentication  and  delivery  of  Securities  by the  Trustee or the  Trustee's
certificate  of  authentication,  such  reference  shall be  deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each  Authenticating  Agent shall be  acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of  America,  or of any State or  Territory  thereof or the  District  of
Columbia,  authorized under such laws to act as Authenticating  Agent,  having a
combined  capital  and  surplus  of not less than  $50,000,000  and  subject  to
supervision or examination by Federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or to the
requirements of said supervising or examining  authority,  then for the purposes
of this  Section 6.11 the  combined  capital and surplus of such  Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published.  If at any time an  Authenticating
Agent  shall  cease to be eligible in  accordance  with the  provisions  of this
Section 6.11, such  Authenticating  Agent shall resign immediately in the manner
and with the effect specified in this Section 6.11.

         (b) Any  Person  into  which an  Authenticating  Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger,  conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person  succeeding to all or substantially  all of the corporate
trust business of an Authenticating Agent shall be the successor  Authenticating
Agent  hereunder,  provided such Person shall be otherwise  eligible  under this
Section 6.11, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

         (c) An  Authenticating  Agent may resign at any time by giving  written
notice  thereof to the Trustee and to the  Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of  this  Section   6.11,   the  Trustee  may  appoint  a  successor
Authenticating  Agent eligible under the provisions of this Section 6.11,  which
shall be acceptable to the Company, and shall give notice of such appointment to
all  Holders.  Any  successor   Authenticating  Agent  upon  acceptance  of  its
appointment hereunder shall become vested with all the rights, powers and duties
of its  predecessor  hereunder,  with like effect as if  originally  named as an
Authenticating Agent.

         (d) The Company agrees to pay to each Authenticating Agent from time to
time  reasonable  compensation  for its services under this Section 6.11 in such
amounts as the  Company  and the  Authenticating  Agent shall agree from time to
time.

                                       53
<PAGE>

         (e) If an  appointment of an  Authenticating  Agent is made pursuant to
this Section 6.11, the Securities may have endorsed thereon,  in addition to the
Trustee's   certificate  of  authentication,   an  alternative   certificate  of
authentication in the following form:

This  represents  Securities  designated  therein and  referred to in the within
mentioned Indenture.

Dated:

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity, but solely as Trustee


                                    ------------------------------------------
                                    Authenticating Agent


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



                                  ARTICLE VII

                Holder's Lists and Reports by Trustee and Company

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

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

         (a) semi-annually, on or before June 30 and December 31 of each year, a
list,  in such form as the  Trustee  may  reasonably  require,  of the names and
addresses  of the Holders as of a date not more than  fifteen (15) days prior to
the delivery thereof, and

         (b) at such other times as the  Trustee may request in writing,  within
thirty (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  fifteen (15) days prior to
the time such list is furnished,  in each case to the extent such information is
in the  possession or control of the Company and has not otherwise been received
by the Trustee in its capacity as Securities Registrar.

         SECTION 7.2. Preservation of Information, Communications to Holders.

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

                                       54
<PAGE>

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

         (c) Every  Holder of  Securities,  by  receiving  and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any  agent of  either  of them  shall be held  accountable  by reason of the
disclosure  of  information  as to the names and  addresses  of the Holders made
pursuant to the Trust Indenture Act.

         SECTION 7.3. Reports by Company and Trustee.

         (a)  The  Company  shall  furnish  to the  Holders  and to  prospective
purchasers of Securities,  upon their request,  the  information  required to be
furnished  pursuant to Rule  144A(d)(4)  under the  Securities  Act. The Company
shall  furnish to the Trustee and, so long as the Property  Trustee holds any of
the Securities,  the Company shall furnish to the Property  Trustee,  reports on
Form FR Y-9C,  FR Y-9LP and FR Y-6  promptly  following  their  filing  with the
Federal Reserve.

         (b) The Company  shall  furnish to (i) the  Holders  and to  subsequent
holders of  Securities,  (ii) the Purchaser,  (iii) any beneficial  owner of the
Securities  reasonably  identified to the Company (which  identification  may be
made either by such beneficial  owner or by the Purchaser) and (iv) any designee
of (i), (ii) or (iii) above,  a duly  completed and executed  certificate in the
form attached hereto as Exhibit A, including the financial statements referenced
in  such  Exhibit,  which  certificate  and  financial  statements  shall  be so
furnished  by the  Company  not later than forty five (45) days after the end of
each of the first three  fiscal  quarters of each fiscal year of the Company and
not later  than  ninety  (90)  days  after  the end of each  fiscal  year of the
Company.

         (c)  The  Trustee   shall   receive  all  reports,   certificates   and
information,  which  it is  entitled  to  receive  under  each of the  Operative
Documents (as defined in the Trust  Agreement),  and deliver to the Purchaser or
its  designee,  as  identified  in writing  to the  Trustee,  all such  reports,
certificates or information promptly upon receipt thereof.

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

         SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not  consolidate  with or merge into any other Person
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety to any Person,  and no Person shall  consolidate with or merge into the
Company or convey,  transfer or lease its properties and assets substantially as
an entirety to the Company, unless:

                                       55
<PAGE>

         (a) if the Company shall  consolidate with or merge into another Person
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety to any Person,  the entity formed by such  consolidation  or into which
the Company is merged or the Person that acquires by conveyance or transfer,  or
that  leases,  the  properties  and assets of the  Company  substantially  as an
entirety shall be an entity  organized and existing under the laws of the United
States of America or any State or Territory  thereof or the District of Columbia
and shall expressly assume, by an indenture  supplemental  hereto,  executed and
delivered to the Trustee,  in form reasonably  satisfactory to the Trustee,  the
due and  punctual  payment of the  principal  of and any  premium  and  interest
(including any Additional Interest) on all the Securities and the performance of
every  covenant of this  Indenture on the part of the Company to be performed or
observed;

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

         (c) the Company has  delivered to the Trustee an Officers'  Certificate
and an  Opinion  of  Counsel,  each  stating  that such  consolidation,  merger,
conveyance,  transfer or lease and, if a  supplemental  indenture is required in
connection with such transaction,  any such  supplemental  indenture comply with
this Article VIII and that all conditions precedent herein provided for relating
to such  transaction have been complied with; and the Trustee may rely upon such
Officers'  Certificate  and Opinion of Counsel as conclusive  evidence that such
transaction complies with this Section 8.1.

         SECTION 8.2. Successor Company Substituted.

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

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

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<PAGE>

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

                                   ARTICLE IX

                             Supplemental Indentures

         SECTION 9.1. Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders,  the Company,  when authorized by a
Board Resolution,  and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form reasonably satisfactory
to the Trustee, for any of the following purposes:

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

         (b) to cure any  ambiguity,  to correct  or  supplement  any  provision
herein that may be defective or inconsistent with any other provision herein, or
to make or amend any other  provisions  with  respect to  matters  or  questions
arising under this  Indenture,  which shall not be  inconsistent  with the other
provisions of this Indenture, provided, that such action pursuant to this clause
(b) shall not  adversely  affect in any  material  respect the  interests of any
Holders or the holders of the Preferred Securities; or

         (c) to add to the covenants, restrictions or obligations of the Company
or to add to the Events of Default,  provided, that such action pursuant to this
clause (c) shall not adversely  affect in any material  respect the interests of
any  Holders  or the  holders  of the  Preferred  Securities;  or

         (d) to modify,  eliminate or add to any  provisions of the Indenture or
the  Securities  to such  extent  as  shall  be  necessary  to  ensure  that the
Securities are treated as  indebtedness of the Company for United States Federal
income tax  purposes,  provided,  that such  action  pursuant to this clause (d)
shall not adversely  affect in any material respect the interests of any Holders
or the holders of the Preferred Securities.

         SECTION 9.2. Supplemental Indentures with Consent of Holders.

         (a) With the  consent of the  Holders  of not less than a  majority  in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the  Trustee,  the Company,  when  authorized  by a
Board  Resolution,  and the Trustee may enter into an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of
modifying  in any  manner the rights of the  Holders  of  Securities  under this
Indenture;  provided,  that no such  supplemental  indenture shall,  without the
consent of the Holder of each Outstanding Security,

                                       57
<PAGE>

                  (i) change the Stated Maturity of the principal or any premium
         of any  Security  or change the date of payment of any  installment  of
         interest (including any Additional Interest) on any Security, or reduce
         the  principal  amount  thereof or the rate of interest  thereon or any
         premium  payable  upon the  redemption  thereof  or change the place of
         payment  where,  or the coin or  currency  in which,  any  Security  or
         interest  thereon  is  payable,  or  restrict  or  impair  the right to
         institute suit for the enforcement of any such payment on or after such
         date, or

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

                  (iii)  modify  any of the  provisions  of  this  Section  9.2,
         Section  5.13 or Section  10.7,  except to increase any  percentage  in
         aggregate principal amount of the Outstanding  Securities,  the consent
         of whose Holders is required for any reason, or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Security;

provided, further, that, so long as any Preferred Securities remain outstanding,
no amendment  under this  Section 9.2 shall be effective  until the holders of a
majority in Liquidation  Amount of the Trust  Securities shall have consented to
such  amendment;  provided,  further,  that if the consent of the Holder of each
Outstanding  Security is required for any amendment under this  Indenture,  such
amendment  shall not be  effective  until the holder of each  Outstanding  Trust
Security shall have consented to such amendment.

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

         SECTION 9.3. Execution of Supplemental Indentures.

         In  executing  or  accepting  the  additional  trusts  created  by  any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts  created by this  Indenture,  the  Trustee  shall be  entitled  to
receive, and shall be fully protected in conclusively relying upon, an Officers'
Certificate  and an  Opinion  of  Counsel  stating  that the  execution  of such
supplemental  indenture is authorized or permitted by this  Indenture,  and that
all conditions  precedent  herein provided for relating to such action have been
complied  with.  The Trustee may, but shall not be obligated  to, enter into any
such  supplemental  indenture  that affects the  Trustee's  own rights,  duties,
indemnities or immunities under this Indenture or otherwise. Copies of the final
form of each  supplemental  indenture  shall be  delivered by the Trustee at the
expense of the  Company to each  Holder,  and,  if the  Trustee is the  Property
Trustee,  to each holder of Preferred  Securities,  promptly after the execution
thereof.

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<PAGE>

         SECTION 9.4. Effect of Supplemental Indentures.

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

         SECTION 9.5. Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X

                                    Covenants

         SECTION 10.1. 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 the principal of and any premium
and interest (including any Additional Interest) on the Securities in accordance
with the terms of the Securities and this Indenture.

         SECTION 10.2. Money for Security Payments to be Held in Trust.

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

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

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<PAGE>

         (c) The Company will cause each Paying Agent for the  Securities  other
than the Trustee to execute and  deliver to the Trustee an  instrument  in which
such Paying Agent shall agree with the  Trustee,  subject to the  provisions  of
this Section 10.2, that such Paying Agent will (i) comply with the provisions of
this  Indenture and the Trust  Indenture Act  applicable to it as a Paying Agent
and (ii)  during the  continuance  of any  default by the  Company (or any other
obligor  upon the  Securities)  in the  making of any  payment in respect of the
Securities,  upon the  written  request  of the  Trustee,  forthwith  pay to the
Trustee  all sums held in trust by such  Paying  Agent for payment in respect of
the Securities.

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

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

         SECTION 10.3. Statement as to Compliance.

         The Company shall deliver to the Trustee, within one hundred and twenty
(120) days after the end of each  fiscal year of the  Company  ending  after the
date hereof, an Officers' Certificate (substantially in the form attached hereto
as Exhibit B) covering the preceding fiscal year,  stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance or
observance of any of the terms,  provisions  and  conditions  of this  Indenture
(without  regard  to any  period  of grace or  requirement  of  notice  provided
hereunder), and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

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<PAGE>

         SECTION 10.4. Calculation Agent.

         (a) The Company hereby agrees that for so long as any of the Securities
remain  Outstanding,  there will at all times be an agent appointed to calculate
LIBOR in respect of each Interest  Payment Date in accordance  with the terms of
Schedule A (the "Calculation  Agent").  The Company has initially  appointed the
Property Trustee as Calculation Agent for purposes of determining LIBOR for each
Interest  Payment Date. The  Calculation  Agent may be removed by the Company at
any time. Except as described in the immediately  preceding sentence, so long as
the Property Trustee holds any of the Securities, the Calculation Agent shall be
the Property Trustee.  If the Calculation Agent is unable or unwilling to act as
such or is  removed by the  Company,  the  Company  will  promptly  appoint as a
replacement  Calculation  Agent the  London  office of a leading  bank  which is
engaged in transactions in Eurodollar  deposits in the international  Eurodollar
market  and which  does not  control  or is not  controlled  by or under  common
control with the Company or its Affiliates. The Calculation Agent may not resign
its duties without a successor having been duly appointed.

         (b) The  Calculation  Agent shall be required to agree that, as soon as
possible  after 11:00 a.m.  (London time) on each LIBOR  Determination  Date (as
defined in Schedule A), but in no event later than 11:00 a.m.  (London  time) on
the  Business Day  immediately  following  each LIBOR  Determination  Date,  the
Calculation Agent will calculate the interest rate and dollar amount (rounded to
the  nearest  cent,  with half a cent being  rounded  upwards)  for the  related
Interest Payment Date, and will communicate such rate and amount to the Company,
the Trustee,  each Paying Agent and the Depositary.  The Calculation  Agent will
also specify to the Company the  quotations  upon which the foregoing  rates and
amounts  are based and, in any event,  the  Calculation  Agent shall  notify the
Company  before 5:00 p.m.  (London time) on each LIBOR  Determination  Date that
either:  (i) it has determined or is in the process of determining the foregoing
rates and  amounts or (ii) it has not  determined  and is not in the  process of
determining the foregoing rates and amounts, together with its reasons therefor.
The Calculation Agent's determination of the foregoing rates and amounts for any
Interest  Payment  Date will (in the  absence  of  manifest  error) be final and
binding upon all parties.  For the sole purpose of calculating the interest rate
for the Securities, "Business Day" shall be defined as any day on which dealings
in deposits in Dollars are transacted in the London interbank market.

                                       61
<PAGE>

         SECTION 10.5. Additional Tax Sums.

         So long as no Event of Default has occurred and is  continuing,  if (a)
the Trust is the Holder of all of the Outstanding Securities and (b) a Tax Event
described in clause (i) or (iii) in the  definition  of Tax Event in Section 1.1
hereof has occurred and is  continuing,  the Company shall pay to the Trust (and
its permitted  successors or assigns under the related Trust  Agreement)  for so
long as the Trust (or its  permitted  successor or  assignee) is the  registered
holder of the Outstanding Securities,  such amounts as may be necessary in order
that the amount of Distributions  (including any Additional  Interest Amount (as
defined  in the  Trust  Agreement))  then due and  payable  by the  Trust on the
Preferred  Securities and Common Securities that at any time remain  outstanding
in  accordance  with the terms  thereof  shall not be reduced as a result of any
Additional Taxes arising from such Tax Event (additional such amounts payable by
the Company to the Trust, the "Additional Tax Sums"). Whenever in this Indenture
or the  Securities  there  is a  reference  in any  context  to the  payment  of
principal  of or interest on the  Securities,  such  mention  shall be deemed to
include  mention of the payments of the Additional Tax Sums provided for in this
Section 10.5 to the extent that, in such context,  Additional Tax Sums are, were
or would be  payable in  respect  thereof  pursuant  to the  provisions  of this
Section  10.5 and  express  mention of the  payment of  Additional  Tax Sums (if
applicable)  in any  provisions  hereof  shall  not be  construed  as  excluding
Additional Tax Sums in those provisions hereof where such express mention is not
made; provided, that the deferral of the payment of interest pursuant to Section
3.9 on the  Securities  shall not defer the payment of any  Additional  Tax Sums
that may be due and payable.

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<PAGE>

         SECTION 10.6. Additional Covenants.

         (a) The Company  covenants  and agrees  with each Holder of  Securities
that if an Event of Default shall have occurred and be continuing or the Company
shall  have given  notice of its  election  to begin an  Extension  Period  with
respect to the  Securities  and shall not have  rescinded  such notice,  or such
Extension Period, or any extension  thereof,  shall be continuing,  it shall not
(i)  declare or pay any  dividends  or  distributions  on, or redeem,  purchase,
acquire or make a  liquidation  payment  with  respect to, any of the  Company's
Equity Interests,  (ii) vote in favor of or permit or otherwise allow any of its
Subsidiaries  to declare or pay any  dividends or  distributions  on, or redeem,
purchase,  acquire or make a  liquidation  payment  with respect to or otherwise
retire, any of such Subsidiary's  Equity Interests entitling the holders thereof
to a stated  rate of return (for the  avoidance  of doubt,  whether  such Equity
Interests are perpetual or otherwise), or (iii) make any payment of principal of
or any interest or premium on or repay, repurchase or redeem any debt securities
of the Company that rank pari passu in all  respects  with or junior in interest
to the Securities (other than (A) repurchases, redemptions or other acquisitions
of Equity  Interests of the Company in connection with any employment  contract,
benefit plan or other similar  arrangement with or for the benefit of any one or
more  employees,  officers,  directors  or  consultants,  in  connection  with a
dividend reinvestment or stockholder stock purchase or similar plan with respect
to any Equity  Interests or in connection with the issuance of Equity  Interests
of the Company (or securities  convertible  into or exercisable  for such Equity
Interests) as consideration in an acquisition  transaction entered into prior to
the  applicable  Event of Default  or  Extension  Period,  (B) as a result of an
exchange or conversion of any class or series of the Company's  Equity Interests
(or any Equity Interests of a Subsidiary of the Company) for any class or series
of the  Company's  Equity  Interests or of any class or series of the  Company's
indebtedness for any class or series of the Company's Equity Interests,  (C) the
purchase of fractional  interests in Equity Interests of the Company pursuant to
the conversion or exchange  provisions of such Equity  Interests or the security
being  converted or exchanged,  (D) any  declaration of a dividend in connection
with any Rights Plan, the issuance of rights, Equity Interests or other property
under any  Rights  Plan or the  redemption  or  repurchase  of  rights  pursuant
thereto, or (E) any dividend in the form of Equity Interests,  warrants, options
or other  rights  where the dividend  Equity  Interests or the Equity  Interests
issuable  upon  exercise of such  warrants,  options or other rights is the same
Equity Interests as that on which the dividend is being paid or ranks pari passu
with or junior to such Equity Interests).

         (b) The Company also  covenants  with each Holder of Securities  (i) to
hold,  directly  or  indirectly,  one  hundred  percent  (100%)  of  the  Common
Securities of the Trust,  provided,  that any permitted successor of the Company
hereunder may succeed to the Company's ownership of such Common Securities, (ii)
as holder of such Common  Securities,  not to voluntarily  dissolve,  wind-up or
liquidate  the Trust other than (A) in  connection  with a  distribution  of the
Securities to the holders of the  Preferred  Securities  in  liquidation  of the
Trust or (B) in connection with certain mergers, consolidations or amalgamations
permitted  by the Trust  Agreement  and (iii) to use its  reasonable  commercial
efforts,  consistent  with the terms and provisions of the Trust  Agreement,  to
cause the  Trust to  continue  to be  taxable  as a  grantor  trust and not as a
corporation for United States Federal income tax purposes.

                                       63
<PAGE>

         SECTION 10.7. Waiver of Covenants.

         The  Company  may omit in any  particular  instance  to comply with any
covenant or condition contained in Section 10.6 if, before or after the time for
such  compliance,  the  Holders of at least a majority  in  aggregate  principal
amount of the Outstanding Securities shall, by Act of such Holders, and at least
a majority of the aggregate  Liquidation Amount of the Preferred Securities then
outstanding,  by consent of such holders,  either waive such  compliance in such
instance or generally waive  compliance with such covenant or condition,  but no
such waiver shall extend to or affect such  covenant or condition  except to the
extent so expressly waived,  and, until such waiver shall become effective,  the
obligations  of the Company in respect of any such  covenant or condition  shall
remain in full force and effect.

         SECTION 10.8. Treatment of Securities.

         The Company will treat the Securities as indebtedness,  and the amounts
(other than payments of principal) payable in respect of the principal amount of
such  Securities as interest,  for all U.S.  federal  income tax  purposes.  All
payments  in  respect  of the  Securities  will be made  free and  clear of U.S.
withholding  tax to any  beneficial  owner thereof that has provided an Internal
Revenue Service Form W-8BEN (or any substitute or successor  form)  establishing
its non-U.S. status for U.S. federal income tax purposes.

                                   ARTICLE XI

                            Redemption of Securities

         SECTION 11.1. Optional Redemption.

         The Company may, at its option,  on any Interest  Payment  Date,  on or
after June 30, 2011,  redeem the Securities in whole at any time or in part from
time to time, at a Redemption  Price equal to one hundred  percent (100%) of the
principal amount thereof (or of the redeemed  portion  thereof,  as applicable),
together, in the case of any such redemption,  with accrued interest,  including
any  Additional  Interest,  to but  excluding  the date  fixed  for  redemption;
provided, that the Company shall have received the prior approval of the Federal
Reserve with respect to such redemption if then required.

         SECTION 11.2. Special Event Redemption.

         Upon the occurrence and during the continuation of a Special Event, the
Company may, at its option, redeem the Securities,  in whole but not in part, at
a redemption  price equal to one hundred (100%) percent of the principal  amount
thereof,  together,  in the case of any such redemption,  with accrued interest,
including  any  Additional  Interest,  to  but  excluding  the  date  fixed  for
redemption (the "Special Event Redemption  Price");  provided,  that the Company
shall have  received the prior  approval of the Federal  Reserve with respect to
such redemption if then required.

                                       64
<PAGE>

         SECTION 11.3. Election to Redeem; Notice to Trustee.

         The  election of the Company to redeem any  Securities,  in whole or in
part,  shall be evidenced by or pursuant to a Board  Resolution.  In case of any
redemption  at the election of the  Company,  the Company  shall,  not less than
forty  five  (45)  days and not more than  seventy  five (75) days  prior to the
Redemption  Date (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee and the Property Trustee under the Trust Agreement in writing
of such date and of the  principal  amount of the  Securities to be redeemed and
provide  the  additional  information  required  to be included in the notice or
notices  contemplated  by  Section  11.5.  In  the  case  of any  redemption  of
Securities,  in whole or in part, (a) prior to the expiration of any restriction
on such redemption  provided in this Indenture or the Securities or (b) pursuant
to an election of the Company which is subject to a condition  specified in this
Indenture  or the  Securities,  the Company  shall  furnish the Trustee  with an
Officers'  Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.

         SECTION 11.4. Selection of Securities to be Redeemed.

         (a) If less than all the Securities are to be redeemed,  the particular
Securities to be redeemed shall be selected and redeemed on a pro rata basis not
more than sixty (60) days prior to the  Redemption  Date by the Trustee from the
Outstanding Securities not previously called for redemption,  provided, that the
unredeemed  portion  of the  principal  amount  of any  Security  shall be in an
authorized  denomination  (which  shall not be less than the minimum  authorized
denomination) for such Security.

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

         (c) The provisions of paragraphs (a) and (b) of this Section 11.4 shall
not apply  with  respect to any  redemption  affecting  only a single  Security,
whether such  Security is to be redeemed in whole or in part. In the case of any
such redemption in part, the unredeemed  portion of the principal  amount of the
Security  shall be in an authorized  denomination  (which shall not be less than
the minimum authorized denomination) for such Security.

         SECTION 11.5. Notice of Redemption.

         (a) Notice of  redemption  shall be given not later than the  thirtieth
(30th)  day,  and not  earlier  than  the  sixtieth  (60th)  day,  prior  to the
Redemption Date to each Holder of Securities to be redeemed, in whole or in part
(unless a shorter notice shall be satisfactory to the Property Trustee under the
related Trust Agreement).

         (b) With respect to  Securities  to be  redeemed,  in whole or in part,
each notice of redemption shall state:

                  (i) the Redemption Date;

                                       65
<PAGE>

                  (ii) the Redemption  Price or, if the Redemption  Price cannot
         be calculated  prior to the time the notice is required to be sent, the
         estimate  of the  Redemption  Price,  as  calculated  by  the  Company,
         together  with a statement  that it is an estimate  and that the actual
         Redemption  Price will be calculated on the fifth Business Day prior to
         the Redemption  Date (and if an estimate is provided,  a further notice
         shall be sent of the  actual  Redemption  Price on the date  that  such
         Redemption Price is calculated);

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

                  (iv) that on the Redemption  Date,  the Redemption  Price will
         become due and payable upon each such Security or portion thereof,  and
         that any interest (including any Additional  Interest) on such Security
         or such portion, as the case may be, shall cease to accrue on and after
         said date; and

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

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

         SECTION 11.6. Deposit of Redemption Price.

         Prior to 10:00  a.m.,  New  York  City  time,  on the  Redemption  Date
specified in the notice of  redemption  given as provided in Section  11.5,  the
Company will  deposit with the Trustee or with one or more Paying  Agents (or if
the Company is acting as its own Paying  Agent,  the Company will  segregate and
hold in trust as provided in Section 10.2) an amount of money  sufficient to pay
the  Redemption  Price of, and any accrued  interest  (including  any Additional
Interest) on, all the Securities  (or portions  thereof) that are to be redeemed
on that date.

         SECTION 11.7. Payment of Securities Called for Redemption.

         (a) If any notice of  redemption  has been given as provided in Section
11.5, the Securities or portion of Securities  with respect to which such notice
has been  given  shall  become  due and  payable on the date and at the place or
places stated in such notice at the applicable  Redemption Price,  together with
accrued interest (including any Additional  Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment specified in
such notice,  the Securities or the specified portions thereof shall be paid and
redeemed  by the  Company at the  applicable  Redemption  Price,  together  with
accrued interest (including any Additional Interest) to the Redemption Date.

                                       66
<PAGE>

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

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

                                  ARTICLE XII

                           Subordination of Securities

         SECTION 12.1. Securities Subordinate to Senior Debt.

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

         SECTION 12.2.  No Payment When Senior Debt in Default;  Payment Over of
Proceeds Upon Dissolution, Etc.

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

                                       67
<PAGE>

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

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

         (d) The Trustee and the Holders,  at the expense of the Company,  shall
take such  reasonable  action  (including  the delivery of this  Indenture to an
agent for any  holders of Senior  Debt or  consent to the filing of a  financing
statement with respect  hereto) as may, in the opinion of counsel  designated by
the  holders of a majority  in  principal  amount of the Senior Debt at the time
outstanding,  be necessary or  appropriate  to assure the  effectiveness  of the
subordination effected by these provisions.

                                       68
<PAGE>

         (e) The  provisions  of this  Section 12.2 shall not impair any rights,
interests,  remedies or powers of any secured creditor of the Company in respect
of any  security  interest  the  creation  of  which  is not  prohibited  by the
provisions of this Indenture.

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

         SECTION 12.3. Payment Permitted If No Default.

         Nothing contained in this Article XII or elsewhere in this Indenture or
in any of the  Securities  shall  prevent (a) the Company,  at any time,  except
during the pendency of the conditions described in paragraph (a) of Section 12.2
or of any Proceeding  referred to in Section 12.2,  from making  payments at any
time of  principal  of and any premium or  interest  (including  any  Additional
Interest) on the Securities or (b) the  application by the Trustee of any moneys
deposited  with it hereunder to the payment of or on account of the principal of
and  any  premium  or  interest  (including  any  Additional  Interest)  on  the
Securities or the  retention of such payment by the Holders,  if, at the time of
such  application by the Trustee,  it did not have knowledge (in accordance with
Section 12.8) that such payment would have been  prohibited by the provisions of
this Article XII, except as provided in Section 12.8.

         SECTION 12.4. Subrogation to Rights of Holders of Senior Debt.

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

                                       69
<PAGE>

         SECTION 12.5. Provisions Solely to Define Relative Rights.

         The provisions of this Article XII are and are intended  solely for the
purpose of defining the relative  rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand.  Nothing contained in
this Article XII or elsewhere in this Indenture or in the Securities is intended
to or  shall  (a)  impair,  as  between  the  Company  and  the  Holders  of the
Securities,   the   obligations   of  the   Company,   which  are  absolute  and
unconditional,  to pay to the Holders of the Securities the principal of and any
premium and interest  (including any  Additional  Interest) on the Securities as
and when the same shall become due and payable in  accordance  with their terms,
(b)  affect the  relative  rights  against  the  Company  of the  Holders of the
Securities  and  creditors of the Company other than their rights in relation to
the  holders  of Senior  Debt or (c)  prevent  the  Trustee or the Holder of any
Security  (or to  the  extent  expressly  provided  herein,  the  holder  of any
Preferred   Security)  from  exercising  all  remedies  otherwise  permitted  by
applicable law upon default under this  Indenture,  including  filing and voting
claims in any Proceeding,  subject to the rights, if any, under this Article XII
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

         SECTION 12.6. Trustee to Effectuate Subordination.

         Each Holder of a Security by his or her acceptance  thereof  authorizes
and  directs  the  Trustee  on his or her  behalf to take such  action as may be
necessary or appropriate to acknowledge or effectuate the subordination provided
in this Article XII and appoints the Trustee his or her attorney-in-fact for any
and all such purposes.

         SECTION 12.7. No Waiver of Subordination Provisions.

         (a) No right of any  present  or future  holder of any  Senior  Debt to
enforce  subordination  as  herein  provided  shall  at any  time  in any way be
prejudiced  or  impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith,  by any such  holder,  or by any
noncompliance  by the Company with the terms,  provisions  and covenants of this
Indenture,  regardless of any knowledge thereof that any such holder may have or
be otherwise charged with.

         (b) Without in any way limiting the generality of paragraph (a) of this
Section  12.7,  the  holders of Senior  Debt may,  at any time and from to time,
without  the  consent  of or  notice  to  the  Trustee  or  the  Holders  of the
Securities,  without incurring  responsibility to such Holders of the Securities
and without  impairing or releasing the  subordination  provided in this Article
XII or the  obligations  hereunder  of such  Holders  of the  Securities  to the
holders  of Senior  Debt,  do any one or more of the  following:  (i) change the
manner,  place or terms of payment or extend the time of payment of, or renew or
alter,  Senior Debt, or otherwise  amend or supplement in any manner Senior Debt
or any instrument  evidencing the same or any agreement  under which Senior Debt
is outstanding, (ii) sell, exchange, release or otherwise deal with any property
pledged,  mortgaged or otherwise  securing Senior Debt, (iii) release any Person
liable in any manner for the payment of Senior Debt and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.

                                       70
<PAGE>

         SECTION 12.8. Notice to Trustee.

         (a) The  Company  shall give  prompt  written  notice to a  Responsible
Officer of the Trustee of any fact known to the Company that would  prohibit the
making  of any  payment  to or by the  Trustee  in  respect  of the  Securities.
Notwithstanding  the  provisions  of this Article XII or any other  provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would  prohibit the making of any payment to or by the Trustee
in respect of the  Securities,  unless  and until a  Responsible  Officer of the
Trustee shall have received  written notice thereof from the Company or a holder
of Senior Debt or from any trustee, agent or representative therefor;  provided,
that if the Trustee  shall not have  received  the notice  provided  for in this
Section  12.8 at least two  Business  Days  prior to the date upon  which by the
terms  hereof any monies may become  payable  for any  purpose  (including,  the
payment of the  principal  of and any  premium  on or  interest  (including  any
Additional  Interest) on any Security),  then,  anything herein contained to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive  such  monies and to apply the same to the  purpose  for which they were
received  and shall not be  affected by any notice to the  contrary  that may be
received by it within two Business Days prior to such date.

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

         SECTION 12.9.  Reliance on Judicial Order or Certificate of Liquidating
Agent.

         Upon any payment or distribution  of assets of the Company  referred to
in this  Article  XII,  the Trustee and the Holders of the  Securities  shall be
entitled to  conclusively  rely upon any order or decree entered by any court of
competent  jurisdiction in which such Proceeding is pending, or a certificate of
the trustee in bankruptcy,  receiver,  liquidating trustee, custodian,  assignee
for the benefit of  creditors,  agent or other  Person  making  such  payment or
distribution,  delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining  the Persons  entitled to participate in such payment or
distribution,  the  holders of the  Senior  Debt and other  indebtedness  of the
Company,  the amount thereof or payable  thereon,  the amount or amounts paid or
distributed  thereon and all other facts  pertinent  thereto or to this  Article
XII.

         SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt.

                                       71
<PAGE>

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

         SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights.

         The  Trustee in its  individual  capacity  shall be entitled to all the
rights set forth in this Article XII with respect to any Senior Debt that may at
any time be held by it, to the same extent as any other  holder of Senior  Debt,
and nothing in this Indenture  shall deprive the Trustee of any of its rights as
such  holder.  With  respect to the holders of Senior Debt of the  Company,  the
Trustee  undertakes to perform only such of its obligations as are  specifically
set forth in this  Article XII, and no implied  covenants  or  obligations  with
respect to the  holders of such  Senior  Debt shall be read into this  Indenture
against the  Trustee.  Nothing in this  Article XII shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.6.

         SECTION 12.12. Article Applicable to Paying Agents.

         If at any time any Paying Agent other than the Trustee  shall have been
appointed  by the Company and be then acting  hereunder,  the term  "Trustee" as
used in this  Article  XII  shall in such case  (unless  the  context  otherwise
requires) be construed  as extending to and  including  such Paying Agent within
its meaning as fully for all intents and  purposes as if such Paying  Agent were
named in this Article XII in addition to or in place of the  Trustee;  provided,
that  Sections 12.8 and 12.11 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

         This instrument may be executed in any number of counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall  together  constitute  but one and the  same  instrument.  Delivery  of an
executed  signature  page of this Indenture by facsimile  transmission  shall be
effective as delivery of a manually executed counterpart hereof.

                                     * * * *


                                       72
<PAGE>


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

                                          First Litchfield Financial Corporation


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


                                          WILMINGTON TRUST COMPANY, as Trustee


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





<PAGE>

                                                                      Schedule A

                             DETERMINATION OF LIBOR

         With  respect to the  Securities,  the London  interbank  offered  rate
("LIBOR")  shall be determined by the  Calculation  Agent in accordance with the
following provisions (in each case rounded to the nearest .000001%):

(1) On the second  LIBOR  Business  Day (as defined  below) prior to an Interest
Payment Date (except, with respect to the first interest payment period, on June
14,  2006) (each such day, a "LIBOR  Determination  Date"),  LIBOR for any given
security shall, for the following  interest  payment period,  equal the rate, as
obtained by the Calculation Agent from Bloomberg  Financial Markets  Commodities
News, for three-month U.S. Dollar deposits in Europe, which appears on Dow Jones
Telerate  Page 3750 (as  defined  in the  International  Swaps  and  Derivatives
Association, Inc. 1991 Interest Rate and Currency Exchange Definitions), or such
other page as may replace such Page 3750, as of 11:00 a.m. (London time) on such
LIBOR Determination Date.

(2) If, on any LIBOR  Determination Date, such rate does not appear on Dow Jones
Telerate  Page  3750 or such  other  page as may  replace  such Page  3750,  the
Calculation Agent shall determine the arithmetic mean of the offered  quotations
of the  Reference  Banks (as  defined  below)  to  leading  banks in the  London
interbank  market for  three-month  U.S.  Dollar deposits in Europe in an amount
determined by the  Calculation  Agent by reference to requests for quotations as
of approximately  11:00 a.m. (London time) on the LIBOR  Determination Date made
by the Calculation Agent to the Reference Banks. If, on any LIBOR  Determination
Date, at least two of the Reference Banks provide such  quotations,  LIBOR shall
equal such arithmetic mean of such  quotations.  If, on any LIBOR  Determination
Date,  only one or none of the Reference  Banks provide such  quotations,  LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the  Calculation  Agent are quoting on
the relevant LIBOR  Determination  Date for three-month  U.S. Dollar deposits in
Europe in an amount  determined  by the  Calculation  Agent by  reference to the
principal  London  offices of  leading  banks in the  London  interbank  market;
provided that, if the Calculation Agent is required but is unable to determine a
rate in accordance  with at least one of the procedures  provided  above,  LIBOR
shall be LIBOR as determined on the previous LIBOR Determination Date.

(3) As used  herein:  "Reference  Banks"  means four  major  banks in the London
interbank  market  selected by the Calculation  Agent;  and "LIBOR Business Day"
means a day on which commercial banks are open for business  (including dealings
in foreign exchange and foreign currency deposits) in London.



                                  Schedule A-1

<PAGE>

                                                                       Exhibit A

                              Officer's Certificate


         The undersigned,  the [Chief Financial Officer] [Treasurer]  [Executive
Vice  President]  hereby  certifies,  pursuant  to Section  7.3(b) of the Junior
Subordinated  Indenture,  dated  as of June 16,  2006,  among  First  Litchfield
Financial  Corporation (the "Company") and Wilmington Trust Company, as trustee,
that, as of _______, 20__, the Company had the following ratios and balances:

BANK HOLDING COMPANY
As of [Quarterly Financial Dates]

Tier 1 Risk Weighted Assets                                                    %
                                                                     ---------
Ratio of Double Leverage                                                       %
                                                                     ---------
Non-Performing Assets to Loans and OREO                                        %
                                                                     ---------
Tangible Common Equity as a Percentage of Tangible Assets                      %
                                                                     ---------
Ratio of Reserves to Non-Performing Loans                                      %
                                                                     ---------
Ratio of Net Charge-Offs to Loans                                              %
                                                                     ---------
Return on Average Assets (annualized)                                          %
                                                                     ---------
Net Interest Margin (annualized)                                               %
                                                                     ---------
Efficiency Ratio                                                               %
                                                                     ---------
Ratio of Loans to Assets                                                       %
                                                                     ---------
Ratio of Loans to Deposits                                                     %
                                                                     ---------
Double Leverage (exclude trust preferred as equity)                            %
                                                                     ---------
Total Assets                                                        $
Year to Date Income                                                 $

* A table describing the quarterly report calculation procedures is attached.

[FOR FISCAL YEAR END:  Attached  hereto are the audited  consolidated  financial
statements  (including the balance sheet, income statement and statement of cash
flows,  and  notes  thereto,   together  with  the  report  of  the  independent
accountants  thereon) of the Company and its  consolidated  subsidiaries for the
three years ended _______, 20___.]

[FOR FISCAL  QUARTER END:  Attached  hereto are the unaudited  consolidated  and
consolidating  financial  statements  (including  the  balance  sheet and income
statement)  of the  Company  and its  consolidated  subsidiaries  for the fiscal
quarter and [six/nine] month period ended _______, 20___.]


                                   Exhibit A-1
<PAGE>


The financial statements fairly present in all material respects,  in accordance
with U.S.  generally  accepted  accounting  principles  ("GAAP"),  the financial
position of the Company and its  consolidated  subsidiaries,  and the results of
operations  and changes in financial  condition as of the date, and for the [___
quarter  interim]  [annual]  period  ended  _______,  20__,  and such  financial
statements  have been  prepared in  accordance  with GAAP  consistently  applied
throughout the period involved (expect as otherwise noted therein).

         IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Officer's
Certificate as of this _____ day of _____________, 20__



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


                                          First Litchfield Financial Corporation
                                          13 North Street, Box #578
                                          Litchfield, CT 06759
                                          (860) 567-8752




                                   Exhibit A-2

<PAGE>
<TABLE>
<CAPTION>

                                       Financial Definitions

----------------------------------------------------------------------------------------------------------------------
                          Corresponding FRY-9C or LP Line Items with Line
     Report Item                    Item corresponding Schedules                     Description of Calculation
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                       <C>
Tier 1 Risk            BHCK7206                                                 Tier 1 Risk Ratio: Core Capital (Tier
Weighted Assets        Schedule HC-R                                            1)/ Risk-Adjusted Assets
----------------------------------------------------------------------------------------------------------------------
Ratio of Double        (BHCP0365)/(BCHCP3210)                                   Total equity investments in
Leverage               Schedule PC in the LP                                    subsidiaries divided by the total
                                                                                equity capital. This field is
                                                                                calculated at the parent company level.
                                                                                "Subsidiaries" include bank, bank
                                                                                holding company, and non-bank
                                                                                subsidiaries.
----------------------------------------------------------------------------------------------------------------------
Non-Performing         (BHCK5525-BHCK3506+BHCK5526                              Total Nonperforming Assets
Assets to Loans        BHCK3507+BHCK2744/(BHCK2122+BHCK2744)                    (NPLs+Foreclosed Real
and OREO               Schedules HC-C, HC-M & HC-N                              Estate+Other Nonaccrual &
                                                                                Repossessed Assets)/Total
                                                                                Loans+Foreclosed Real Estate
----------------------------------------------------------------------------------------------------------------------
Tangible               (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)                  (Equity Capital - Goodwill)/(Total
Common Equity                                                                   Assets - Goodwill)
as a Percentage of     Schedule HC
Tangible Assets
----------------------------------------------------------------------------------------------------------------------
Ratio of Reserves      (BHCK3123+BHCK3128)/(BHCK5525                            Total Loan Loss and Allocated
to Non                 BHCK3506+BHCK5526-BHCK3507)                              Transfer Risk Reserves/ Total
Performing Loans                                                                Nonperforming Loans
                       Schedules HC & HC-N & HC-R                               (Nonaccrual + Restructured)
----------------------------------------------------------------------------------------------------------------------
Ratio of Net           (BHCK4635-BHCK4605)/(BHCK3516)                           Net charge offs for the period as a
Charge-Offs to                                                                  percentage of average loans.
Loans                  Schedules HI-B & HC-K
----------------------------------------------------------------------------------------------------------------------
Return on Average      (BHCK4340/BHCK3368)                                      Net Income as a percentage of Assets.
Assets (annualized)
                       Schedules HI & HC-K
----------------------------------------------------------------------------------------------------------------------
Net Interest           (BHCK4519/(BHCK3515+BHCK3365+BHCK3516                    (Net Interest Income Fully Taxable
Margin                 BHCK3401+BHCKB985)                                       Equivalent, if available/Average
(annualized)                                                                    Earning Assets)
                       Schedules HI Memorandum and HC-K
----------------------------------------------------------------------------------------------------------------------
Efficiency Ratio       (BHCK4093)/(BHCK4519+BHCK4079)                           (Non-interest Expense)/(Net Interest
                                                                                Income Fully Taxable Equivalent, if
                       Schedule HI                                              available, plus Non-interest Income)
----------------------------------------------------------------------------------------------------------------------
Ratio of Loans to      (BHCKB528+BHCK5369)/(BHCK2170)                           Total Loans & Leases (Net of
Assets                                                                          Unearned Income & Gross of
                       Schedule HC                                              Reserve)/Total Assets
----------------------------------------------------------------------------------------------------------------------
Ratio of Loans to      (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636 Total Loans & Leases (Net of
Deposits                                                                        Unearned Income & Gross of
                       Schedule HC                                              Reserve)/Total Deposits (Includes
                                                                                Domestic and Foreign Deposits)
----------------------------------------------------------------------------------------------------------------------

<PAGE>

<CAPTION>



----------------------------------------------------------------------------------------------------------------------
                          Corresponding FRY-9C or LP Line Items with Line
     Report Item                    Item corresponding Schedules                     Description of Calculation
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                       <C>
Total Assets           (BHCK2170)                                               The sum of total assets. Includes
                                                                                cash and balances due from
                       Schedule HC                                              depository institutions; securities;
                                                                                federal funds sold and securities
                                                                                purchased under agreements to
                                                                                resell; loans and lease financing
                                                                                receivables; trading assets; premises
                                                                                and fixed assets; other real estate
                                                                                owned; investments in
                                                                                unconsolidated subsidiaries and
                                                                                associated companies; customer's
                                                                                liability on acceptances outstanding;
                                                                                intangible assets; and other assets.
----------------------------------------------------------------------------------------------------------------------
Net Income             (BHCK4300)                                               The sum of income (loss)before
                                                                                extraordinary items and other
                       Schedule HI                                              adjustments and extraordinary items;
                                                                                and other adjustments, net of income
                                                                                taxes.
----------------------------------------------------------------------------------------------------------------------

                                                2
</TABLE>
<PAGE>



                                                                       Exhibit B
                                     FORM OF
                              OFFICERS' CERTIFICATE
                                      UNDER
                                  SECTION 10.3

         Pursuant to Section  10.3 of the  Indenture,  dated as of June 16, 2006
(as amended or supplemented from time to time, the  "Indenture"),  between First
Litchfield  Financial  Corporation,  as issuer (the  "Company"),  and Wilmington
Trust Company, as trustee, each of the undersigned hereby certifies that, to the
knowledge of the  undersigned,  the Company is not in default in the performance
or  observance of any of the terms,  provisions  or conditions  contained in the
Indenture  (without  regard  to any  period  of grace or  requirement  of notice
provided under the Indenture),  for the fiscal year ending on ________,  20__ [,
except as follows: specify each such default and the nature and status thereof].

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

         IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  Officers'
Certificate as of ___________, 20__.



                   -----------------------------
                   Name:
                   Title:  [Must be the Chairman of the Board,
                           a Vice Chairman of the Board, the
                           Chief Executive Officer, the
                           President, or a Vice President] of
                           First Litchfield Financial Corporation

                   ------------------------------
                   Name:
                   Title:  [Must be the Chief Financial Officer,
                           the Treasurer, an Assistant Treasurer,
                           the Secretary or an Assistant
                           Secretary] of First Litchfield Financial Corporation