Exhibit 4.32

                              Matrix Bancorp, Inc.,
                                    as Issuer


                                       and


                     Wells Fargo Bank, National Association,
      as Trustee, Paying Agent, Calculation Agent and Securities Registrar

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

                                    INDENTURE

                          Dated as of February 13, 2004

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


               FLOATING RATE SUBORDINATED DEBT SECURITIES DUE 2014



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                                TABLE OF CONTENTS

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                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.       Definitions..........................................................................1
Section 1.02.       Compliance Certificates and Opinions.................................................7
Section 1.03.       Form of Documents Delivered to Trustee...............................................7
Section 1.04.       Notices, etc. to Trustee and Issuer..................................................8
Section 1.05.       Notice to Holders; Waiver............................................................8
Section 1.06.       Effect of Headings and Table of Contents.............................................9
Section 1.07.       Successors and Assigns...............................................................9
Section 1.08.       Separability Clause..................................................................9
Section 1.09.       Benefits of Indenture................................................................9
Section 1.10.       Governing Law........................................................................9
Section 1.11.       Legal Holidays.......................................................................9

                                   ARTICLE II
                               DEBT SECURITY FORMS

Section 2.01.       Forms Generally......................................................................9
Section 2.02.       Form of Trustee's Certificate of Authentication.....................................10

                                   ARTICLE III
                               THE DEBT SECURITIES

Section 3.01.       Authentication, Delivery and Dating.................................................10
Section 3.02.       Denominations.......................................................................11
Section 3.03.       Execution...........................................................................11
Section 3.04.       Registration, Transfer and Exchange.................................................11
Section 3.05.       Mutilated, Destroyed, Lost and Stolen Debt Securities...............................14
Section 3.06.       Redemption at Maturity..............................................................15
Section 3.07.       Payment of Interest; Interest Rights Preserved......................................15
Section 3.08.       Additional Amounts..................................................................16
Section 3.09.       Cancellation........................................................................18
Section 3.10.       Computation of Interest.............................................................18
Section 3.11.       CUSIP Numbers.......................................................................20
Section 3.12.       Persons Deemed Owners...............................................................20
Section 3.13.       Federal Regulatory Approval Required................................................20

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

Section 4.01.       Satisfaction and Discharge of Indenture.............................................20
Section 4.02.       Application of Trust Money..........................................................22
Section 4.03.       Paying Agent to Repay Moneys Held...................................................22
Section 4.04.       Return of Unclaimed Moneys..........................................................22

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                                TABLE OF CONTENTS
                                  (continued)

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                                    ARTICLE V
                                    REMEDIES

Section 5.01.       Events of Default...................................................................22
Section 5.02.       Acceleration of Maturity:  Rescission and Annulment.................................23
Section 5.03.       Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee...........24
Section 5.04.       Trustee May File Proofs of Claim....................................................25
Section 5.05.       Trustee May Enforce Claims Without Possession of Debt Securities....................25
Section 5.06.       Application of Money Collected......................................................25
Section 5.07.       Limitation on Suits.................................................................26
Section 5.08.       Unconditional Right of Holders to Receive Principal and Interest....................27
Section 5.09.       Restoration of Rights and Remedies..................................................27
Section 5.10.       Right and Remedies Cumulative.......................................................27
Section 5.11.       Delay or Omission Not Waiver........................................................27
Section 5.12.       Control by Holders..................................................................27
Section 5.13.       Waiver of Past Event of Default.....................................................28
Section 5.14.       Undertaking for Costs...............................................................28

                                   ARTICLE VI
                                   THE TRUSTEE

Section 6.01.       Certain Duties and Responsibilities.................................................28
Section 6.02.       Notice of Defaults..................................................................29
Section 6.03.       Certain Rights of Trustee...........................................................30
Section 6.04.       Not Responsible for Recitals or Issuance of Debt Securities.........................31
Section 6.05.       May Hold Debt Securities............................................................31
Section 6.06.       Money Held in Trust.................................................................31
Section 6.07.       Compensation and Reimbursement......................................................32
Section 6.08.       Disqualification, Conflicting Interests.............................................33
Section 6.09.       Corporate Trustee Required, Eligibility.............................................33
Section 6.10.       Resignation and Removal, Appointment of Successor...................................33
Section 6.11.       Acceptance of Appointment by Successor..............................................35
Section 6.12.       Merger, Conversion, Consolidation or Succession to Business.........................35
Section 6.13.       Preferential Collection of Claims Against Issuer....................................35
Section 6.14.       Appointment of Authenticating Agent.................................................35

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

Section 7.01.       Issuer to Furnish Trustee Names and Addresses of Holders............................36
Section 7.02.       Preservation of Information; Communication to Holders...............................37

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                                TABLE OF CONTENTS
                                  (continued)

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                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

Section 8.01.       Acts of Holders.....................................................................38
Section 8.02.       Proof of Ownership; Proof of Execution of Instruments by Holders....................38
Section 8.03.       Revocation of Consents; Future Holders Bound........................................39

                                   ARTICLE IX
                                HOLDERS' MEETINGS

Section 9.01.       Purposes of Meetings................................................................39
Section 9.02.       Call of Meetings by Trustee.........................................................40
Section 9.03.       Call of Meetings by Issuer or Holders...............................................40
Section 9.04.       Regulations.........................................................................40
Section 9.05.       Voting..............................................................................41
Section 9.06.       No Delay of Rights by Meeting.......................................................41
Section 9.07.       Quorum; Actions.....................................................................41

                                    ARTICLE X
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 10.01.      Issuer May Consolidate, etc., Only on Certain Terms.................................42
Section 10.02.      Successor Corporation Substituted...................................................43
Section 10.03.      Opinion of Counsel..................................................................43

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

Section 11.01.      Supplemental Indentures Without Consent of Holders..................................43
Section 11.02.      Supplemental Indentures With Consent of Holders.....................................44
Section 11.03.      Execution of Supplemental Indentures................................................45
Section 11.04.      Effect of Supplemental Indentures...................................................45
Section 11.05.      Reference in Debt Securities to Supplemental Indentures.............................45
Section 11.06.      Subordination Unimpaired............................................................45
Section 11.07.      Notice of Supplemental Indenture....................................................45

                                   ARTICLE XII
                                    COVENANTS

Section 12.01.      Payment of Principal and Interest...................................................45
Section 12.02.      Tax Treatment of the Debt Securities................................................46
Section 12.03.      Maintenance of Office or Agency.....................................................46
Section 12.04.      Money for Debt Securities; Payments To Be Held in Trust.............................46
Section 12.05.      Officers' Certificate as to Default.................................................47
Section 12.06.      Regulatory Reports..................................................................48

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                                TABLE OF CONTENTS
                                  (continued)

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                                  ARTICLE XIII
                              TAX EVENT REDEMPTION

Section 13.01.      Tax Redemption......................................................................48
Section 13.02.      Notice of Redemption................................................................48
Section 13.03.      Payment of Debt Securities Called for Redemption....................................48

                                   ARTICLE XIV
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

Section 14.01.      Indenture and Debt Securities Solely Corporate Obligations..........................49

                                   ARTICLE XV
                        SUBORDINATION OF DEBT SECURITIES

Section 15.01.      Agreement to Subordinate............................................................49
Section 15.02.      Obligation of the Issuer Unconditional and Payment Permitted if
                    No Default..........................................................................51
Section 15.03.      Limitations on Duties to Holders of Senior Indebtedness.............................51
Section 15.04.      Notice to Trustee of Facts Prohibiting Payments.....................................52
Section 15.05.      Application by Trustee of Moneys Deposited With It..................................52
Section 15.06.      Subrogation.........................................................................52
Section 15.07.      Subordination Rights Not Impaired by Acts or Omissions of Bank
                    or Holders of Senior Indebtedness...................................................52
Section 15.08.      Authorization of Trustee to Effectuate Subordination of Debt
                    Securities..........................................................................53
Section 15.09.      Right of Trustee to Hold Senior Indebtedness........................................53
Section 15.10.      Article XV Not to Prevent Defaults (Including Events of Default)....................53
Section 15.11.      Article Applicable to Paying Agents.................................................54

                                    EXHIBITS

EXHIBIT A           FORM OF DEBT SECURITY

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                  THIS  INDENTURE  is dated as of  February  13,  2004,  between
Matrix  Bancorp,  Inc. (the "Issuer"),  having its principal  office at 700 17th
Street, Suite 2400 Denver, CO 80202 and Wells Fargo Bank, National  Association,
a national banking  association,  as Trustee (in such capacity,  the "Trustee"),
Paying Agent,  Calculation Agent and Securities Registrar hereunder,  having its
Corporate  Trust Office at 919 North Market Street,  Suite 700,  Wilmington,  DE
19801.

                             RECITALS OF THE ISSUER

                  WHEREAS,  for  its  lawful  purposes,   the  Issuer  has  duly
authorized the issuance of its floating rate  subordinated  debt  securities due
2014 (the "Debt  Securities") under this Indenture for inclusion in the Regional
Diversified  Funding  2004-1 Ltd.  transaction  and, to provide for, among other
things, the execution, authentication,  delivery and administration thereof, the
Issuer has duly authorized the execution of this Indenture; and

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

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

                                   ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section  1.01.     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, and include the plural as well as the singular;

          (b) all  accounting  terms  not  otherwise  defined  herein  have  the
     meanings assigned to them in accordance with generally accepted  accounting
     principles,  and, except as otherwise herein expressly  provided,  the term
     "generally accepted accounting  principles" with respect to any computation
     required or permitted  hereunder shall mean such  accounting  principles as
     are  generally   accepted  in  the  United  States  at  the  date  of  such
     computation;

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

          (d)  unless  the  context  otherwise  requires;  any  reference  to an
     "Article" or a "Section" is to an Article or Section of this Indenture.

         Certain  terms,  used  principally  in Article  III and Article VI, are
defined in those respective Articles.

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         "Act" when used with respect to any Holder has the meaning specified in
Section "Additional Amounts" shall have the meaning set forth in Section 3.08.

         "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.

         "Authenticating Agent" has the meaning specified in Section 6.14.

         "Board of Directors" means either the board of directors of the Issuer,
or the executive or any other  committee of that board duly authorized to act in
respect hereof.

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

         "Business Day" when used with respect to any Place of Payment means any
day  that is not a  Saturday,  a  Sunday  or a legal  holiday  or a day on which
banking  institutions  or  trust  companies  in  Wilmington,  Delaware,  Denver,
Colorado or such Place of Payment are  authorized  or  obligated by law to close
and, unless otherwise  specified in a given  definition,  if the date of payment
hereunder  falls  on a day  that is not a  Business  Day,  the  first  following
Business Day will become the relevant date.

         "Calculation  Agent"  means the Person  identified  as  "Trustee in the
first paragraph hereof.

         "Code" means the Internal Revenue Code of 1986 as in effect on the date
hereof. "Company Account" has the meaning set forth in Section 6.01(e).

         "Corporate  Trust  Office"  means the office of the Trustee at which at
any particular  time its corporate trust business shall be  administered,  which
office at the date of  execution  of this  instrument  is  located  at 919 North
Market Street, Suite 700, Wilmington, DE 19801.

         The term "corporation" includes corporations,  associations,  companies
and business trusts.

         "Debt  Securities"  has the meaning stated in the first recital of this
Indenture and more  particularly  means any Debt  Securities  authenticated  and
delivered under this Indenture.

         "Default" has the meaning specified in Section 5.03.

         "Defaulted Interest" has the meaning specified in Section 3.07.


                                       2
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         "Dollar" or "$" means such currency of the United States as at the time
of payment is legal tender for the payment of public and private debts.

         "Event of Default" has the meaning specified in Section 5.01

         "FDIC" means the Federal Deposit Insurance Corporation.

         "Federal  Reserve" means the Board of Governors of the Federal  Reserve
System.

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

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

         "Interest  Payment Date" means February 8, May 8, August 8 and November
8 of each year, commencing on May 8, 2004, during the term of this Indenture.

         "Interest  Rate" means,  subject to the  occurrence of a Reset Event, a
per annum rate of interest,  reset  quarterly,  equal to LIBOR, as determined on
the LIBOR  Determination Date immediately  preceding each Interest Payment Date,
plus  2.75%.  A Reset  Event will occur if on any day  specified  by the Initial
Purchaser (as defined in the Purchase  Agreement),  Regional Diversified Funding
2004-1 Ltd. or another  pooled trust  preferred  vehicle  becomes the registered
owner of the Debt Securities  (such day, the "Reset Date").  Upon the occurrence
of a Reset  Event,  the  applicable  LIBOR will be reset on the Reset Date to be
equal to the LIBOR applicable on the newly issued securities with the same LIBOR
Determination  Dates issued by other  national  banks,  federal  savings  banks,
banking  organizations,  bank holding  companies or thrift holding companies who
issue LIBOR based on 10 year  floating rate  securities to Regional  Diversified
Funding 2004-1 Ltd. or another pooled trust preferred vehicle  designated by the
Initial Purchaser.

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

         "Issuer  Authorized  Officer" means any executive officer of the Issuer
who is  authorized  to sign an Issuer  Request or Issuer  Order on behalf of the
Issuer.

         "Issuer  Request"  and "Issuer  Order"  mean,  respectively,  a written
request  or order  signed  in the name of the  Issuer by two  Issuer  Authorized
Officers and delivered to the Trustee.

         "LIBOR"  means  the  London  Interbank  Offered  Rate for  U.S.  Dollar
deposits in Europe as determined by the  Calculation  Agent according to Section
3.10(b).

         "LIBOR Banking Day" has the meaning set forth in Section 3.10(b)(1).


                                       3
<PAGE>

         "LIBOR  Business Day" has the meaning set forth in Section  3.10(b)(1).
"LIBOR  Determination  Date"  has the  meaning  set  forth in  Section  3.10(b).
"Maturity Date" means May 8, 2014.

         "OTS" means the Office of Thrift Supervision.

         "Officers'  Certificate"  means  a  certificate  signed  by two  Issuer
Authorized Officers and delivered to the Trustee.

         "Opinion of  Counsel"  means a written  opinion of counsel,  who may be
counsel to the Issuer and who shall be reasonably  satisfactory  to the Trustee,
that is delivered to the Trustee.

         "Outstanding"  when used with respect to Debt  Securities  means, as of
the date of  determination,  all Debt Securities  theretofore  authenticated and
delivered under this Indenture, except:

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

                  (ii) Debt 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  Issuer) in trust or set aside and
         segregated  in trust by the Issuer (if the Issuer  shall act as its own
         Paying  Agent)  for the  Holders  of such  Debt  Securities;  provided,
         however,  that if such Debt  Securities  or portions  thereof 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) Debt  Securities that have been paid pursuant to Section
         3.05 or in exchange  for, or in lieu of,  other Debt  Securities  shall
         have been authenticated and delivered pursuant to this Indenture, other
         than any such Debt Securities in respect of which there shall have been
         presented  to the  Trustee  proof  satisfactory  to it that  such  Debt
         Securities  are held by a bona fide  purchaser in whose hands such Debt
         Securities are valid obligations of the Issuer;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal  amount  of  Debt  Securities   Outstanding  have  performed  any  Act
hereunder,  Debt  Securities  owned by the Issuer or any other  obligor upon the
Debt Securities or any Affiliate of the Issuer or of 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 Act,  only Debt
Securities  that a Responsible  Officer of the Trustee  actually  knows to be so
owned shall be so  disregarded.  Debt 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 to act with respect to such Debt
Securities  and that the pledgee is not the Issuer or any other obligor upon the
Debt Securities or any Affiliate of the Issuer or of such other obligor.  In the
case of a dispute as to such right,  any decision by the Trustee  taken upon the
advice of counsel shall be full protection to the Trustee.


                                       4
<PAGE>

         "Paying Agent" means the Trustee or any Person authorized by the Issuer
to pay the  principal  of or  interest on any Debt  Securities  on behalf of the
Issuer.

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

         "Place of Payment" means the place or places where the principal of and
interest on the Debt Securities are payable.

         "Predecessor  Security" of any  particular  Debt  Security  means every
previous  Debt  Security  evidencing  all or a portion  of the same debt as that
evidenced  by such  particular  Debt  Security,  and,  for the  purposes of this
definition,  any Debt Security authenticated and delivered under Section 3.05 in
lieu of a lost,  destroyed or stolen Debt  Security  shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

         "Purchase  Agreement"  means the  Purchase  Agreement  relating  to the
offering and sale of the Debt Securities.

         "Redemption Date" when used with respect to any Debt Security means the
date on which the  principal  of such Debt  Security  becomes due and payable as
therein or herein provided,  whether at the Maturity Date or Tax Redemption Date
or by declaration of acceleration.

         "Redemption  Price" of any Debt  Security  means the  principal  amount
thereof and accrued and unpaid interest, if any, to the Redemption Date.

         "Regular  Record Date" for the interest  payable on the Debt Securities
on any  Interest  Payment  Date  means the  fifteenth  day prior to an  Interest
Payment Date, whether or not such date is a Business Day.

         "Reset Date" means "Reset Date" as used in the  definition  of Interest
Rate.  "Reset Event" means "Reset  Event" as used in the  definition of Interest
Rate.

         "Responsible  Officer"  when used with respect to the Trustee means any
officer  within the Corporate  Trust Office with direct  responsibility  for the
administration  of the Indenture,  including any vice president,  assistant vice
president,  secretary or assistant secretary,  or any other officer or assistant
officer  of the  Trustee  customarily  performing  functions  similar  to  those
performed by the persons who at the time shall be such  officers,  respectively,
or to whom any  corporate  trust matter is referred at the  Trustee's  Corporate
Trust  Office  because  of his or her  knowledge  of and  familiarity  with  the
particular  subject.

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

         "Security  Register"  and  "Security  Registrar"  have  the  respective
meanings specified in Section 3.04(a).


                                       5
<PAGE>

         "Senior  Indebtedness"  means the  principal  of and any premium on the
following,  whether  outstanding  on the date of execution  of the  Indenture or
thereafter  created,  assumed  or  incurred:  (a)  any  obligation  of,  or  any
obligation  guaranteed  by, the  Issuer  for the  repayment  of  borrowed  money
(including  general  unsecured  creditors),  whether or not  evidenced by bonds,
debentures,  notes or other written instruments, and similar obligations arising
from off-balance  sheet guarantees and direct credit  substitutes  including its
obligations  to the Federal  Reserve  Bank or the FDIC,  if any,  and any rights
acquired by the FDIC as a result, of loans made by the FDIC to the Issuer or the
purchase  or  guarantee  of any of  its  assets  by  the  FDIC  pursuant  to the
provisions  of 12 USC 1823(c),  (d) or (e), if  applicable,  (b)  deposits,  (c)
obligations  under bankers'  acceptances and letters of credit,  (d) obligations
associated with derivative  products such as interest rate and foreign  exchange
rate contracts,  commodity and currency contracts and similar arrangements,  (e)
any deferred  obligations of, or any such  obligation  guarantees by, the Issuer
for the payment of the purchase price of property or assets,  (f) obligations of
the Issuer as lessee under any lease of real or personal property required to be
capitalized under generally accepted  accounting  principles at the time and (g)
any  amendments,  deferrals,  renewals,  extensions  or  refundings  of any such
indebtedness  or  obligations  referred  to in  clauses  (a) or (c) - (f) above;
provided,  that Senior Indebtedness will not include (i) obligations,  renewals,
extensions  or  refundings  referred  to in  clauses  (a)  or  (c)  -  (g)  that
specifically by their terms rank junior to, or equally with, the Debt Securities
in right of payment upon the happening of any event of the kind specified in the
first  sentence  of the  second  paragraph  of  Section  15.01 and (ii) the Debt
Securities.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "Subsidiary"   means  a   corporation,   limited   liability   company,
partnership  or other  entity,  at least a majority  of the  outstanding  voting
stock,  membership  interests or partnership  interests,  as the case may be, of
which is owned,  directly or  indirectly,  by the Issuer or by one or more other
Subsidiaries,  or by the  Issuer  and one or more  other  Subsidiaries.  For the
purposes of this definition,  "voting stock" means stock having voting power for
the election of directors, whether at all times or only for so long as no senior
class of stock has such voting power by reason of any contingency.

         "Tax  Event"  means the  receipt by the Issuer of an Opinion of Counsel
experienced  in such  matters  to the  effect  that,  as a result of any  change
(including  any  prospective  change)  in,  or  amendment  to,  the laws (or any
regulations  or rulings  promulgated  thereunder)  of the  United  States or any
political  subdivision or taxing authority thereof or therein,  or any change in
the application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the original issuance of
the Debt Securities,  there is more than an  insubstantial  risk that the Issuer
has or will become obligated to pay Additional Amounts on the Debt Securities as
provided in Section 3.08.

         "Tax Redemption Date" has the meaning set forth in Section 13.01.

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


                                       6
<PAGE>

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

         "United  States"  means the  United  States of America  (including  the
States and the District of Columbia), its territories and its possessions.

         "United States Alien" has the meaning set forth in Section 3.08.

         Section  1.02.   Compliance   Certificates   and  Opinions.   Upon  any
application or request by the Issuer to the Trustee to take any action under any
provision  of this  Indenture,  the  Issuer  shall  furnish  to the  Trustee  an
Officers'  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and, if  requested  by the  Trustee,  an Opinion of Counsel  stating that in the
opinion  of such  counsel  all such  conditions  precedent,  if any,  have  been
complied with,  except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this  Indenture  relating  to such  particular  application  or  request,  no
additional certificate or opinion need be furnished.

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant provided for in this Indenture shall include:

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

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

                  (c) a statement that, in the opinion of each 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

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

         Section 1.03. Form of Documents Delivered to Trustee. 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.

         Any  certificate  or  opinion of an officer of the Issuer may be based,
insofar as it  relates  to legal  matters,  upon an  Opinion  of  Counsel,  or a
certificate or representations by counsel,  unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or representations
or  Opinion  of  Counsel  with  respect  to the  matters  upon  which his or her


                                       7
<PAGE>

certificate  or  opinion  is  based  are  erroneous.  Any  such  certificate  or
representation  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 Issuer stating that the  information  with respect to
such factual  matters is in the  possession  of the Issuer,  unless such counsel
knows,  or in the exercise of reasonable  care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

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

         Section 1.04.  Notices,  etc. to Trustee and Issuer. Any 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  or by the  Issuer  shall  be
         sufficient  for  every  purpose   hereunder  (unless  otherwise  herein
         expressly provided) if made, given, furnished or filed in writing to or
         with the Trustee at its Corporate  Trust Office,  Attention:  Corporate
         Trust Administration; or

                  (b) the  Issuer  by the  Trustee  or by any  Holder  shall  be
         sufficient  for  every  purpose   hereunder  (unless  otherwise  herein
         expressly  provided)  if in writing  and mailed,  first  class  postage
         prepaid or, transmitted via facsimile,  to the Issuer addressedto it at
         the address of its principal office specified in the first paragraph of
         this Indenture or at any other address previously  furnished in writing
         to the Trustee by the Issuer.

         Any such Act or other document shall be in the English language.

         Section 1.05. Notice to Holders;  Waiver. Where this Indenture provides
for notice to Holders of any event by the  Issuer or the  Trustee,  such  notice
shall be sufficiently  given (unless otherwise herein expressly  provided) if in
writing and mailed, first class postage prepaid, or transmitted via facsimile to
such  Holders as their  names and  addresses  appear in the  Security  Register,
within the time prescribed.  In any case where notice 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, and any notice that is mailed in the manner herein provided shall
be conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.

         In the event of  suspension of regular mail service or by reason of any
other  cause  it shall be  impracticable  to give  notice  by  mail,  then  such
notification as shall be given with the approval of the Trustee shall constitute
sufficient notice for every purpose hereunder.

         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 shall be filed with the Trustee, but such filing shall
not be a condition  precedent to the validity of any action taken in reliance on
such waiver.


                                       8
<PAGE>

         Section 1.06. Effect of Headings and Table of Contents. The Article and
Section  headings herein and the Table of Contents are for convenience  only and
shall not affect the construction hereof.

         Section 1.07.  Successors and Assigns.  All covenants and agreements in
this Indenture by the parties hereto shall bind their respective  successors and
assigns  and inure to the benefit of their  permitted  successors  and  assigns,
whether so expressed or not.

         Section  1.08.  Separability  Clause.  In case  any  provision  in this
Indenture or in the Debt 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.

         Section 1.09.  Benefits of Indenture.  Nothing in this  Indenture or in
the Debt Securities,  express or implied,  shall give to any Person,  other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their respective successors hereunder,  the Holders and the holders of
Senior  Indebtedness,  any benefit or any legal or  equitable  right,  remedy or
claim under this Indenture.

         Section 1.10.  Governing  Law. This  Indenture and the Debt  Securities
shall be governed by and construed in accordance  with  applicable  federal laws
and the law of the  State of New York  without  regard to the  conflicts  of law
rules of such State.

         Section 1.11.  Legal Holidays.  In any case where any Interest  Payment
Date,  the Redemption  Date, the Tax Redemption  Date or the Maturity Date shall
not be a Business Day in Wilmington,  Delaware, Denver, Colorado or at any Place
of Payment,  then  (notwithstanding  any other provision of this Indenture or of
the Debt  Securities)  payment of principal or interest need not be made at such
Place of Payment on such date, but may be made on the next  succeeding  Business
Day at such Place of  Payment  with the same force and effect as if made on such
Interest  Payment Date,  the Redemption  Date,  the Tax  Redemption  Date or the
Maturity Date.

                                   ARTICLE II

                               DEBT SECURITY FORMS

         Section  2.01.  Forms  Generally.  Subject  to Section  3.04,  the Debt
Securities  shall be  substantially  in the form of  Exhibit A hereto.  The Debt
Securities shall be issued in registered, certificated form without coupons, and
may have such letters,  numbers or other marks of  identification or designation
and  such  legends  or  endorsements  placed  thereon  as the  Issuer  may  deem
appropriate and as are not  inconsistent  with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation made
pursuant  thereto or with any rule or regulation of any  securities  exchange on
which the Debt Securities may be listed or of any automated  quotation system on
which  the Debt  Securities  may be  quoted,  or to  conform  to  usage,  all as
determined  by the  officers  executing  the  Debt  Securities  as  conclusively
evidenced by their execution of such Debt Securities.

         The  definitive  Debt  Securities  shall be  printed,  lithographed  or
engraved or  produced  by any  combination  of these  methods on steel  engraved
borders  or may be  produced  in any  other  manner,  all as  determined  by the


                                       9
<PAGE>

officers  executing such Debt  Securities,  as  conclusively  evidenced by their
execution of such Debt Securities.

         Section 2.02. Form of Trustee's Certificate of Authentication. The form
of  the  Trustee's  certificate  of  authentication  to be  borne  by  the  Debt
Securities shall be substantially as follows:

                          CERTIFICATE OF AUTHENTICATION

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

                                      Wells Fargo Bank,  National Association,
                                      not  in  its individual   capacity   but
                                      solely as Trustee

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


                                  ARTICLE III

                               THE DEBT SECURITIES

         Section  3.01.  Authentication,  Delivery  and  Dating.  (a)  Upon  the
execution  and delivery of this  Indenture,  the Issuer will execute and deliver
Debt Securities in an aggregate principal amount not in excess of $10,000,000 to
the  Trustee  for  authentication,   together  with  an  Issuer  Order  for  the
authentication  and  delivery  of  the  Debt  Securities,  and  the  Trustee  in
accordance  with the  Issuer  Order  shall  authenticate  and  deliver  the Debt
Securities.   The  Trustee   shall  be   entitled  to  receive,   prior  to  the
authentication  and delivery of the Debt  Securities,  an Officers'  Certificate
stating that all conditions precedent provided for in this Indenture relating to
the  issuance  of the Debt  Securities  have  been  complied  with and as to the
absence  of any event  that is, or after  notice or lapse of time or both  would
become, a Default.

                  (b) The Trustee shall not be required to authenticate any Debt
         Securities  if the  issuance of such Debt  Securities  pursuant to this
         Indenture  will  adversely  affect the Trustee's own rights,  duties or
         immunities under the Debt Securities and this Indenture or otherwise in
         a manner which is not reasonably acceptable to the Trustee.

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

                  (d) No Debt  Security  shall be entitled to any benefit  under
         this  Indenture or be valid or obligatory  for any purpose unless there
         appears  on  such  Debt  Security  a  certificate   of   authentication
         substantially  in the form  provided  for herein  duly  executed by the
         Trustee or by an Authenticating Agent by manual signature of one of its
         authorized officers,  and such certificate upon any Debt Security shall
         be conclusive evidence, and the only evidence,  that such Debt Security
         has been duly authenticated and delivered  hereunder and is entitled to
         the benefits of this Indenture.


                                       10
<PAGE>

         Section 3.02. Denominations. The Debt Securities shall be issuable only
in registered form in minimum  denominations of $100,000 and integral  multiples
of $1,000 in excess thereof and shall be payable only in Dollars.

         Section  3.03.  Execution.  The Debt  Securities  shall be  executed on
behalf of the  Issuer by an Issuer  Authorized  Officer.  The  signature  of any
Issuer Authorized Officer may be manual or facsimile.

         Debt  Securities   bearing  the  manual  or  facsimile   signatures  of
individuals  who were at any time the proper  officers of the Issuer  shall bind
the Issuer,  notwithstanding that such individuals or any of them have ceased to
hold  such  offices  prior  to the  authentication  and  delivery  of such  Debt
Securities or did not hold such offices at the date of such Debt Securities.

         Section 3.04. Registration, Transfer and Exchange. (a) The Issuer shall
cause to be kept at the Corporate Trust Office of the Trustee a register for the
Debt Securities (the register  maintained in such office and in any other office
or  agency  of  the  Issuer  in  a  Place  of  Payment  being  herein  sometimes
collectively  referred to as the "Security  Register") in which, subject to such
reasonable  regulations  as it may  prescribe,  the Issuer shall provide for the
registration  of the Debt  Securities and of transfers and exchanges of the Debt
Securities  and the address at which  notice and demand to or upon the Issuer in
respect of this  Indenture and the Debt  Securities may be served by the Holders
of Debt Securities. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering  Debt Securities and registering  transfers and exchanges
of Debt Securities as herein provided;  provided,  however,  that the Issuer may
appoint co-Security Registrars.  Such Security Register shall be in written form
or in any other form  capable of being  converted  into  written  form  within a
reasonable  period of time. At all reasonable times the Security  Register shall
be open for inspection by the Issuer.

         Upon surrender for registration of transfer of any Debt Security at the
office or agency of the Issuer  maintained  for such  purpose,  the Issuer shall
execute,  and the Trustee or any  Authenticating  Agent,  upon receipt of and in
accordance with an Issuer Order, shall authenticate and deliver,  in the name of
the  designated  transferee,  one or more new Debt  Securities of any authorized
denomination  or  denominations  of like tenor and aggregate  principal  amount,
bearing a number not  contemporaneously  Outstanding  and  containing  identical
terms and provisions.

         At the option of the Holder, Debt Securities may be exchanged for other
Debt Securities of any authorized  denomination or  denominations  of like tenor
and aggregate principal amount containing  identical terms and conditions,  upon
surrender of the Debt  Securities to be exchanged at the office or agency of the
Issuer maintained for such purpose.

         Whenever any Debt  Securities  are so  surrendered  for  exchange,  the
Issuer shall execute, and the Trustee or any Authenticating  Agent, upon receipt
of and in accordance with an Issuer Order, shall  authenticate and deliver,  the
Debt Securities that the Holder making the exchange is entitled to receive.

                  (b) All Debt  Securities  issued upon any transfer or exchange
         of Debt Securities shall be valid obligations of the Issuer, evidencing

                                       11
<PAGE>

         the same debt, and entitled to the same benefits under this  Indenture,
         as the Debt Securities surrendered for such transfer or exchange.

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

         No service  charge  will be made for any  transfer  or exchange of Debt
Securities  except as  provided in Section  3.05.  The Issuer or the Trustee may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge  that may be imposed in  connection  with any  registration,  transfer or
exchange  of Debt  Securities,  other than,  in, the case of the  Issuer,  those
expressly  provided in this  Indenture to be made at the Issuer's own expense or
without expense or without charge to the Holders.

         The Issuer or the  Trustee,  as  applicable,  shall not be  required to
register,  transfer or exchange Debt Securities during a period beginning at the
opening of business 15 days before the  Redemption  Date and ending at the close
of business on the Redemption Date.

         Upon the request of the Initial  Purchaser  (as defined in the Purchase
Agreement)  the Issuer shall provide for the Debt  Securities to be  transferred
and held through the facilities of The Depository  Trust Company,  the Euroclear
system,  Clearstream  Banking or similar  book-entry  systems  for  holders  and
transferees  who are  qualified  institutional  buyers for purposes of Rule 144A
under the  Securities  Act or Regulation S Transferees  or,  consistent  with an
opinion of  counsel,  other  holders or  transferees.  The  Issuer  shall  cause
appropriate  revisions to the form of Debt  Securities  necessary to  facilitate
book-entry transfers and holding.

                  (c) Notwithstanding the foregoing,  Debt Securities may not be
         transferred except in compliance with the restricted  securities legend
         set forth below (subject to the preceding paragraph),  unless otherwise
         determined by the Issuer in accordance with applicable law which legend
         shall be placed on each Debt Security:

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES TO OFFER,  SELL OR OTHERWISE  TRANSFER
SUCH  SECURITY  ONLY (A) TO THE  ISSUER,  (B)  PURSUANT  TO RULE 144A  UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN
THAT THE  TRANSFER IS BEING MADE IN  RELIANCE  ON RULE 144A,  (C) TO A "NON-U.S.
PERSON"  IN AN  "OFFSHORE  TRANSACTION"  PURSUANT  TO  REGULATION  S  UNDER  THE
SECURITIES  ACT,  (D)  TO  AN  "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," FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR

                                       12
<PAGE>

OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  AND PROSPECTUS  REQUIREMENTS  OF THE OCC,  SUBJECT TO THE ISSUER'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO
REQUIRE  THE  DELIVERY  OF  AN  OPINION  OF  COUNSEL,   CERTIFICATION  OR  OTHER
INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH
MAY BE OBTAINED FROM THE ISSUER. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL
COMPLY WITH THE FOREGOING RESTRICTIONS.

NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO ANY  APPLICABLE  REGISTRATION  REQUIREMENTS  UNDER FEDERAL LAW OR AN
EXEMPTION FROM SUCH REGISTRATION  REQUIREMENTS OR UNLESS SUCH TRANSACTION IS NOT
SUBJECT TO ANY SUCH  REGISTRATION  REQUIREMENTS.  THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE  TRANSFER SUCH SECURITY
ONLY  (A) TO THE  ISSUER,  (B)  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM  ANY
APPLICABLE  REGISTRATION  REQUIREMENTS  OR (C) IF  SUCH  OFFER,  SALE  OR  OTHER
TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER APPLICABLE FEDERAL LAW, SUBJECT TO
THE ISSUER'S RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER PURSUANT TO CLAUSE
(B) OR (C) TO REQUIRE THE  DELIVERY OF AN OPINION OF COUNSEL,  CERTIFICATION  OR
OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF
WHICH MAY BE OBTAINED FROM THE ISSUER.  THE HOLDER OF THIS SECURITY  AGREES THAT
IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,  INDIVIDUAL  RETIREMENT  ACCOUNT OR
OTHER PLAN OR ARRANGEMENT  SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT INCOME
SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR SECTION  4975 OF THE INTERNAL
REVENUE CODE OF 1986,  AS AMENDED (THE  "CODE"),  (EACH A "PLAN"),  OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY AND NO PERSON  INVESTING  "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR
HOLD 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 IS NOT
PROHIBITED  BY SECTION 406 OF ERISA OR SECTION  4975 OF THE CODE WITH RESPECT TO
SUCH  PURCHASE  OR  HOLDING.  ANY  PURCHASER  OR HOLDER OF THIS  SECURITY OR ANY
INTEREST  THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING

                                       13
<PAGE>

THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION  3(3)  OF  ERISA,  OR A PLAN  TO  WHICH  SECTION  4975  OF THE  CODE  IS
APPLICABLE,  A TRUSTEE OR OTHER PERSON  ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT
PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY  USING THE ASSETS OF ANY  EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR (ii) SUCH  PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

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

THIS  OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED  STATES,  INCLUDING THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION.  THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS OF THE
ISSUER  AND THE  CLAIMS OF GENERAL  AND  SECURED  CREDITORS  OF THE  ISSUER,  IS
INELIGIBLE AS COLLATERAL FOR A LOAN BY THE ISSUER AND IS NOT SECURED.

         Section 3.05. Mutilated, Destroyed, Lost and Stolen Debt Securities. If
(i) any mutilated  Debt Security is  surrendered to the Trustee at its Corporate
Trust  Office or (ii) the  Issuer  and the  Trustee  receive  evidence  to their
satisfaction of the destruction,  loss or theft of any Debt Security,  and there
is delivered to the Issuer and the Trustee such  security or indemnity as may be
required by them to save each of them and any Paying Agent harmless, and neither
the Issuer nor the  Trustee  receives  notice that such Debt  Security  has been
acquired by a bona fide purchaser, then the Issuer shall execute and upon Issuer
Request the Trustee shall  authenticate and deliver,  in exchange for or in lieu
of any such  mutilated,  destroyed,  lost or stolen  Debt  Security,  a new Debt
Security of like tenor,  form, terms and principal amount,  bearing a number not
contemporaneously Outstanding.

         In case any such mutilated, destroyed, lost or stolen Debt Security has
become or is about to become due and payable,  the Issuer in its discretion may,
instead of issuing a new Debt Security, pay the amount due on such Debt Security
in accordance with its terms.

         Upon the  issuance of any new Debt  Security  under this  Section,  the
Issuer or the Trustee may require the payment of a sum  sufficient  to cover any

                                       14
<PAGE>

tax or other governmental  charge that may be imposed in respect thereto and any
other  expenses  (including  the fees and  expenses  of the  Trustee)  connected
therewith.

         Every  new  Debt  Security   issued  pursuant  to  this  Section  shall
constitute an original additional  contractual obligation of the Issuer, whether
or not the  destroyed,  lost or stolen Debt Security shall be found at any time,
and  shall  be  entitled  to all the  benefits  of this  Indenture  equally  and
proportionately with any and all other Debt Securities duly issued hereunder.

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

         Section 3.06. Redemption at Maturity. (a) The Debt Securities shall, on
the Maturity Date,  subject to prior written approval from the OTS in accordance
with Section 3.13,  become due and payable at the Redemption  Price and from and
after  such  date  (unless  the  Issuer  shall  default  in the  payment  of the
Redemption  Price)  the  Debt  Securities  shall  cease to bear  interest.  Upon
surrender of any Debt  Security for  redemption  on or after the Maturity  Date,
such Debt Security shall be paid by the Issuer at the Redemption  Price.  If any
Debt Security shall not be so paid upon surrender  thereof for  redemption,  the
principal  shall,  until  paid,  bear  interest  from the  Maturity  Date at the
Interest Rate.

                  (b) On or prior to the Maturity Date, the Issuer shall deposit
         with the Trustee or with a Paying Agent (or, if the Issuer is acting as
         its own Paying  Agent,  segregate  and hold in trust),  in  immediately
         available funds, an amount in Dollars  sufficient to pay the Redemption
         Price on the Maturity Date.

         Section 3.07. Payment of Interest;  Interest Rights Preserved. (a) Each
Debt Security will bear interest at the then  applicable  Interest Rate from and
including  each  Interest  Payment  Date or, in the case of the  first  interest
period,  the original date of issuance of such Debt Security to, but  excluding,
the next succeeding  Interest  Payment Date or, in the case of the last interest
period,  the  Redemption  Date,  and on any  overdue  principal  and any overdue
installment of interest (including Defaulted Interest), payable on each Interest
Payment Date,  commencing on May 8, 2004.  Interest on any Debt 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 such Debt  Security  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such  interest  notwithstanding  the  cancellation  of such Debt
Security upon any transfer or exchange  subsequent  to the Regular  Record Date.
Payment  of  interest  shall be made at the  Corporate  Trust  Office or, at the
option of the  Issuer,  by check  mailed to the  address of the Person  entitled
thereto as such address shall appear in the Security  Register or, in accordance
with arrangements  satisfactory to the Trustee,  at the option of the Holder, by
wire transfer to an account designated by the Holder.

                  (b) Any interest on any Debt  Security  that is payable but is
         not punctually  paid or duly provided for on any Interest  Payment Date
         ("Defaulted  Interest")  shall  forthwith  cease to be  payable  to the
         Holder on the  relevant  Regular  Record  Date by virtue of having been

                                       15
<PAGE>

         such a Holder,  and such Defaulted  Interest may be paid by the Issuer,
         at its election in each case, as provided in clause (1) or (2) below:

                           (1) The  Issuer  may  elect  to make  payment  of any
                  Defaulted  Interest  to the  Persons in whose  names such Debt
                  Securities (or their  respective  Predecessor  Securities) are
                  registered  at the close of business on a Special  Record Date
                  for the  payment of such  Defaulted  Interest,  which shall be
                  fixed in the  following  manner.  The Issuer  shall notify the
                  Trustee  in  writing  of  the  amount  of  Defaulted  Interest
                  proposed to be paid on each such Debt Security and the date of
                  the  proposed  payment,  and at the same time the Issuer shall
                  deposit  with the  Trustee  an  amount  of money  equal to the
                  aggregate  amount  proposed  to be  paid  in  respect  of such
                  Defaulted Interest or shall make arrangements  satisfactory to
                  the Trustee for such deposit prior to the date of the proposed
                  payment, such money when deposited to be held in trust for the
                  benefit of the Persons entitled to such Defaulted  Interest as
                  in this clause  provided.  Thereupon  the Trustee  shall fix a
                  Special Record Date for the payment of such Defaulted Interest
                  which shall be not more than 15 days and not less than 10 days
                  prior to the date of the proposed payment and not less than 10
                  days  after the  receipt  by the  Trustee of the notice of the
                  proposed  payment The Trustee shall promptly notify the Issuer
                  of such  Special  Record  Date  and,  in the  name  and at the
                  expense of the  Issuer,  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 the
                  Holders of such Debt  Securities  at their  addresses  as they
                  appear in the Security  Register,  not less than 10 days prior
                  to such Special Record Date. Notice of the proposed payment of
                  such  Defaulted  Interest and the Special Record Date therefor
                  having been mailed as aforesaid, such Defaulted Interest shall
                  be paid to the Persons in whose names such Debt Securities (or
                  their respective Predecessor Securities) are registered at the
                  close of  business  on such  Special  Record Date and shall no
                  longer be payable pursuant to the following clause (2).

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

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

         Section  3.08.  Additional  Amounts.  The Issuer  will,  subject to the
exceptions and limitations set forth below,  pay as additional  interest to each
Holder that is a United  States  Alien (as  defined  below)  such  amounts  (the
"Additional  Amounts") as may be necessary so that every net payment received by
such Holder,  after deduction or withholding for or on account of any present or
future tax,  assessment or other governmental charge imposed upon or as a result


                                       16
<PAGE>

of such payment by the United  States (or any  political  subdivision  or taxing
authority thereof or therein), will not be less than the amount the Holder would
have  received  in  respect  of such  Debt  Security  had no such  deduction  or
withholding been imposed.  However,  the Issuer will not be required to make any
such  payment  of  additional  interest  for or on  account  of:

                  (a) any tax,  assessment  or other  governmental  charge  that
         would not have been imposed but for (i) the existence of any present or
         former connection between such Holder (or between a fiduciary,  settlor
         or beneficiary  of, or a person holding a power over,  such Holder,  if
         such Holder is an estate or a trust, or a member or shareholder of such
         Holder,  if such  Holder is a  partnership  or a  corporation)  and the
         United  States,  including,  without  limitation,  such Holder (or such
         fiduciary,  settlor,  beneficiary,  person  holding a power,  member or
         shareholder)  being or having  been a citizen  or  resident  thereof or
         being or having been engaged in trade or business or present therein or
         having or having  had a  permanent  establishment  therein or (ii) such
         Holder's past or present status as a personal holding company,  foreign
         personal  holding  company or private  foundation  or other  tax-exempt
         organization with respect to the United States or as a corporation that
         accumulates earnings to avoid United States federal income tax;

                  (b) any estate, inheritance, gift, sales, transfer or personal
         property  tax or any  similar  tax,  assessment  or other  governmental
         charge;

                  (c) any tax,  assessment or other governmental  charge that is
         payable  otherwise than by deduction or withholding from a payment on a
         Debt Security;

                  (d) any tax,  assessment  or other  governmental  charge  that
         would  not have been  imposed  but for a  failure  to  comply  with any
         applicable certification, documentation, information or other reporting
         requirement   concerning  the  nationality,   residence,   identity  or
         connection with the United States of the Holder or the beneficial owner
         of such  Debt  Security  if,  without  regard to any tax  treaty,  such
         compliance is required by statute or regulation of the United States as
         a  precondition  to relief or exemption  from such tax,  assessment  or
         other governmental charge; or

                  (e) any tax,  assessment or other governmental  charge imposed
         on a Holder that actually or constructively  owns 10 percent or more of
         the combined voting power of all classes of stock of the Issuer or that
         is a controlled foreign corporation related to the Issuer through stock
         ownership;

nor shall such  additional  interest be paid with respect to a payment on a Debt
Security to a Holder that is a fiduciary or  partnership  or other than the sole
beneficial  owner of such  payment to the extent a  beneficiary  or settlor with
respect to such fiduciary or a member of such  partnership or a beneficial owner
would not have been entitled to the  additional  interest had such  beneficiary,
settlor, member or beneficial owner held the Debt Security directly.

         The term "United  States Alien" means any person who, for United States
federal  income tax purposes,  is a foreign  corporation,  a  nonresident  alien
individual,  a nonresident  alien  fiduciary of a foreign estate or trust,  or a
foreign  partnership  one or more of the members of which is, for United  States

                                       17
<PAGE>

federal  income  tax  purposes,  a  foreign  corporation,  a  nonresident  alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

         Whenever in this Indenture or the Debt Securities  there is a reference
in any  context  to  the  payment  of  principal  of or  interest  on  the  Debt
Securities,  such mention shall be deemed to include  mention of payments of the
Additional  Amounts  provided for in this  paragraph to the extent that, in such
context,  Additional  Amounts are,  were or would be payable in respect  thereof
pursuant to the provisions of this paragraph and express  mention of the payment
of Additional  Amounts (if  applicable)  in any  provisions  hereof shall not be
construed as excluding  Additional Amounts in those provisions hereof where such
express mention is not made.

         Section  3.09.  Cancellation.   All  Debt  Securities  surrendered  for
payment,  redemption,  transfer or exchange  shall, if surrendered to any Person
other than the  Trustee,  be  delivered  to the  Trustee  and shall be  promptly
canceled by it or, if  surrendered to the Trustee or any  Authenticating  Agent,
shall be promptly canceled by it, and no Debt Securities shall be issued in lieu
thereof  except  as  expressly  permitted  by  any  of the  provisions  of  this
Indenture.  All Debt Securities  canceled by any  Authenticating  Agent shall be
delivered to the Trustee.  The Issuer may at any time deliver to the Trustee for
cancellation  any  Debt  Securities   previously   authenticated  and  delivered
hereunder  that the Issuer may have acquired in any manner  whatsoever,  and all
Debt Securities so delivered shall be promptly canceled by the Trustee.  No Debt
Securities  shall  be  authenticated  in lieu  of or in  exchange  for any  Debt
Securities  canceled as provided in this Section,  except as expressly permitted
by this  Indenture.  All canceled Debt  Securities  held by the Trustee shall be
returned to the Issuer.  The  acquisition  of any Debt  Securities by the Issuer
shall  not  operate  as  a  redemption  or  satisfaction  of  the   indebtedness
represented thereby unless and until such Debt Securities are surrendered to the
Trustee for cancellation.

         Section 3.10. Computation of Interest.

                  (a) The amount of  interest  payable for any  interest  period
         will be computed on the basis of a 360-day  year and the actual  number
         of days elapsed in the relevant interest period.

                  (b)  LIBOR  for a  given  interest  payment  period  shall  be
         determined by the  Calculation  Agent in accordance  with the following
         provisions:

                           (1) Subject to the  occurrence  of a Reset Event,  on
                  the second  LIBOR  Business  Day  (provided,  that on such day
                  commercial banks are open for business  (including dealings in
                  foreign currency  deposits) in London (a "LIBOR Banking Day"),
                  and otherwise the next  preceding  LIBOR  Business Day that is
                  also a LIBOR Banking Day) prior to February 1, May 1, August 1
                  and November 1, as the case may be,  immediately  prior to the
                  commencement  of such interest  payment period  (except,  with
                  respect to the first interest  payment period,  LIBOR for such
                  interest  payment  period shall be  determined on February 11,
                  2004)  (each such day, a "LIBOR  Determination  Date"),  LIBOR
                  shall equal the rate,  as obtained by the  Calculation  Agent,
                  for three-month U.S. Dollar deposits in Europe,  which appears

                                       18
<PAGE>

                  on 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  Telerate  Page 3750,  as of 11:00 a.m.  (London
                  time)  on  such  LIBOR  Determination  Date,  as  reported  by
                  Bloomberg  Financial Markets Commodities News. "LIBOR Business
                  Day" means any day that is not a Saturday, Sunday or other day
                  on which commercial banking institutions in New York, New York
                  or Wilmington,  Delaware are authorized or obligated by law or
                  executive  order to be closed.  If such rate is  superseded on
                  Telerate  Page 3750 by a  corrected  rate  before  12:00  noon
                  (London  time)  on the  same  LIBOR  Determination  Date,  the
                  corrected rate as so substituted  will be the applicable LIBOR
                  for that LIBOR Determination Date.

                           (2) If, on any LIBOR  Determination  Date,  such rate
                  does not appear on Telerate Page 3750 as reported by Bloomberg
                  Financial  Markets  Commodities News 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 the 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 at least two leading banks in the City of New
                  York (as selected by the Calculation Agent) are quoting on the
                  relevant LIBOR  Determination Date for three-month U.S. Dollar
                  deposits in Europe at  approximately  11:00 a.m. (London time)
                  (in an amount  determined by the Calculation  Agent).  As used
                  herein, "Reference Banks" means four major banks in the London
                  interbank market selected by the Calculation Agent.

                           (3) 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 for such interest payment
                  period shall be LIBOR in effect for the immediately  preceding
                  interest payment period.

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

                  (d) On each LIBOR  Determination  Date and the Reset Date, the
         Calculation Agent shall notify,  in writing,  the Issuer and the Paying

                                       19
<PAGE>

         Agent  of the  applicable  Interest  Rate in  effect  for  the  related
         Interest Payment Date. The Calculation Agent shall, upon the request of
         the holder of any Debt  Securities,  provide the Interest  Rate then in
         effect.  All calculations  made by the Calculation Agent in the absence
         of manifest  error shall be conclusive  for all purposes and binding on
         the Issuer and the  Holders of the Debt  Securities.  The Paying  Agent
         shall be entitled to rely on information  received from the Calculation
         Agent or the Issuer as to the Interest  Rate.  The Issuer  shall,  from
         time to time,  provide any  necessary  information  to the Paying Agent
         relating  to any  original  issue  discount  and  interest  on the Debt
         Securities  that is included in any payment and  reportable for taxable
         income calculation purposes.

         Section 3.11. CUSIP Numbers.  The Issuer in issuing the Debt Securities
may use "CUSIP"  numbers  (if then  generally  in use),  and, if so, the Trustee
shall use "CUSIP"  numbers in notices of redemption as a convenience to Holders;
provided,  that any such notice may state that no  representation  is made as to
the  correctness of such numbers either as printed on the Debt  Securities or as
contained in any notice of a redemption  and that reliance may be placed only on
the other  identification  numbers printed on the Debt Securities,  and any such
redemption shall not be affected by any defect in or omission of such numbers.

         Section 3.12.  Persons Deemed Owners.  The Issuer,  the Trustee and any
agent of the Issuer or the  Trustee  may treat the Person in whose name any Debt
Security is  registered  as the owner of such Debt  Security  for the purpose of
receiving  payment of principal of and (subject to Section  3.07)  interest,  if
any, on, such Debt Security and for all other  purposes  whatsoever,  whether or
not such Debt Security be overdue,  and neither the Issuer,  the Trustee nor any
agent of the Issuer or the Trustee  shall be affected by notice to the contrary.
All payments made to any Holder,  or upon such Holder's  order,  shall be valid,
and, to the extent of the sum or sums paid,  effectual to satisfy and  discharge
the liability for moneys payable upon such Debt Security.

         Section 3.13. Federal Regulatory Approval Required.

         The Issuer may not  retire  any part of its  obligation  under the Debt
Securities,  whether  pursuant  to an  acceleration  in the  case of an Event of
Default or otherwise,  without the prior  written  approval of the OTS. Not more
than 60 days and not less than 30 days prior to the  Redemption  Date, or within
30 days after receipt of any  declaration  of  acceleration  pursuant to Section
5.02, the Issuer will apply to the OTS for written  approval of repayment  prior
to or at maturity.

         In the event that the Issuer obtains such prior written  approval,  the
Issuer  shall  notify the Holders and the  Trustee,  and will arrange for prompt
payment on the Debt Securities.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         Section 4.01. Satisfaction and Discharge of Indenture.  This Indenture,
shall,  upon  Issuer  Order,  cease to be of  further  effect  (except as to any
surviving  rights of  registration  of  transfer or  exchange  herein  expressly
provided for and rights to receive  payments of principal of and interest and as

                                       20
<PAGE>

otherwise expressly provided herein) and the Trustee,  upon receipt of an Issuer
Order  and at the  expense  of the  Issuer,  shall  execute  proper  instruments
acknowledging satisfaction and discharge of this Indenture, when

                  (a) either

                           (1) all Debt Securities theretofore authenticated and
                  delivered  (other  than (A) Debt  Securities  that  have  been
                  destroyed,  lost or stolen and that have been replaced or paid
                  as provided in Section 3.05 and (B) Debt  Securities for whose
                  payment  money  has  theretofore  been  deposited  in trust or
                  segregated  and  held in trust by the  Issuer  and  thereafter
                  repaid  to the  Issuer  or  discharged  from  such  trust,  as
                  provided in Section 12.04), have been delivered to the Trustee
                  for cancellation; or

                           (2) all Debt Securities not theretofore  delivered to
                  the Trustee for cancellation,

                                    (A) have become due and payable, or

                                    (B) will become due and  payable  within one
                           year,

                  and the  Issuer  has  irrevocably  deposited  or  caused to be
                  deposited  with  the  Trustee  funds  in  trust  in an  amount
                  sufficient  to pay and discharge  the entire  indebtedness  on
                  such Debt  Securities,  for principal and interest to the date
                  of such  deposit  (in the case of Debt  Securities  that  have
                  become  due  and  payable)  or  to  the  date  of  redemption;
                  provided,  however,  in the event a petition  for relief under
                  the Federal  bankruptcy,  insolvency or other similar laws, as
                  now or hereafter constituted,  or any other applicable Federal
                  or state bankruptcy, insolvency or other similar law, is filed
                  with  respect to the Issuer  within 91 days after the deposit,
                  or the  FDIC or any  other  Person  is  appointed  to act as a
                  receiver or  conservator  or liquidator or trustee or assignee
                  in bankruptcy or insolvency of the Issuer within 91 days after
                  the deposit,  and the Trustee is required to return the moneys
                  then  on  deposit   with  the  Trustee  to  the  Issuer,   the
                  obligations of the Issuer under this Indenture with respect to
                  such  Debt  Securities  shall  not  be  deemed  terminated  or
                  discharged;

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

                  (c) the  Issuer 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; and

                  (d) the Issuer shall have received prior written  approval for
         such discharge from the OTS pursuant to Section 3.13.

         Notwithstanding  the satisfaction and discharge of this Indenture,  the
obligations of the Issuer to the Trustee under Section 6.07, the  obligations of
the Issuer to any  Authenticating  Agent under Section 6.14, and, if money shall

                                       21
<PAGE>

have been deposited with the Trustee  pursuant to subclause (2) of clause (a) of
this  Section,  the  obligations  of the Trustee under Section 4.02 and the last
paragraph of Section 12.04 shall survive.

         Section 4.02.  Application of Trust Money.  Subject to Section 6.07 and
the provisions of the last paragraph of Section 12.04,  all money deposited with
the Trustee  pursuant to Section  4.01 shall be held in trust and applied by it,
in accordance with the provisions of the Debt Securities and this Indenture,  to
the payment,  either directly or through any Paying Agent  (including the Issuer
acting as its own Paying  Agent) as the  Trustee may  determine,  to the Persons
entitled thereto,  for the payment of which such moneys have been deposited with
the  Trustee,  of all sums due and to  become  due  thereon  for  principal  and
interest,  except that such money need not be segregated from other funds except
to the extent required by applicable law.

         Section 4.03.  Paying Agent to Repay Moneys Held. Upon the satisfaction
and discharge of this  Indenture all moneys then held by any Paying Agent of the
Debt Securities  (other than the Trustee) shall,  upon demand of the Issuer,  be
repaid to it or paid to the Trustee,  and  thereupon  such Paying Agent shall be
released from all further liability with respect to such moneys.

         Section 4.04. Return of Unclaimed Moneys.  Any moneys deposited with or
paid to the  Trustee or any Paying  Agent for  payment  of the  principal  of or
interest  on Debt  Securities  and not applied but  remaining  unclaimed  by the
Holders for two years after the date upon which the  principal of or interest on
such Debt  Securities,  as the case may be,  shall have become due and  payable,
shall be repaid to the  Issuer by the  Trustee or such  Paying  Agent on written
demand; and the Holders shall thereafter look only to the Issuer for any payment
which such  Holders may be entitled to collect and all  liability of the Trustee
or such Paying Agent with respect to such moneys shall thereupon cease.

                                   ARTICLE V

         REMEDIES Section 5.01. Events of Default.  "Event of Default" means any
one of the following  events  (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law,
pursuant  to any  judgment,  decree or order of any court or any order,  rule or
regulation of any administrative or governmental body):

                  (a) a decree or order by a court  having  jurisdiction  in the
         premises  shall have been  entered  adjudging  the Issuer  bankrupt  or
         insolvent,   or  approving  as  properly   filed  a  petition   seeking
         reorganization,   readjustment,  arrangement,  composition  or  similar
         relief for the Issuer under the Federal  bankruptcy  laws, or any other
         similar applicable law of any governmental  unit,  domestic or foreign,
         and such decree or order shall have continued  undischarged or unstayed
         for a period of 90 days;  or a decree or order or other  decision  of a
         court or agency or supervisory  authority  having  jurisdiction  in the
         premises for the  appointment of the FDIC or any other Person to act as
         a receiver  or  conservator  or  liquidator  or trustee or  assignee in
         bankruptcy or insolvency of the Issuer or of a substantial  part of its
         property,  or for the  involuntary  winding  up or  liquidation  of its

                                       22
<PAGE>

         affairs,  shall have been  entered  and such decree or order shall have
         remained in force  undischarged  and  unstayed for a period of 90 days;
         or, under the provisions of any  insolvency,  bankruptcy,  or other law
         for the relief or aid of creditors or depositors,  any court, or agency
         or  supervisory  authority  having  jurisdiction  in the premises shall
         assume custody or control of the Issuer or of a substantial part of its
         property,  and such  custody and  control  shall not be  terminated  or
         stayed  within 90 days from the date of  assumption  of such custody or
         control; or any substantial part of the property of the Issuer shall be
         sequestered  or attached and shall not be returned to the possession of
         the Issuer or released from such attachment  within 90 days thereafter;
         or

                  (b) the Issuer shall institute proceedings to be adjudicated a
         voluntary  bankrupt,  or shall  consent to the  filing of a  bankruptcy
         proceeding  against  it, or shall file a petition  or answer or consent
         seeking  reorganization,   readjustment,  arrangement,  composition  or
         similar relief under the Federal  bankruptcy laws, or any other similar
         applicable law of any governmental unit,  domestic or foreign, or shall
         consent  to the  filing of any such  petition  or shall  consent to the
         appointment  of a receiver or  conservator  or liquidator or trustee or
         assignee in bankruptcy or insolvency of it or of a substantial  part of
         its property, or shall make an assignment for the benefit of creditors,
         or shall admit in writing its  inability to pay its debts  generally as
         they become due, or if corporate action shall be taken by the Issuer in
         furtherance of any of the aforesaid purposes.

         Section 5.02. Acceleration of Maturity: Rescission and Annulment. If an
Event of Default  occurs and is  continuing,  then the Trustee or the Holders of
not less than 25% in principal  amount of the  Outstanding  Debt  Securities may
declare the principal  amount of and all accrued but unpaid interest on the Debt
Securities  to be due and  payable  immediately,  by a notice in  writing to the
Issuer (and to the Trustee if given by Holders),  and upon any such  declaration
such  principal  amount and interest shall become  immediately  due and payable,
subject to regulatory  approval  pursuant to Section 3.13.  Upon payment of such
amounts, all obligations of the Issuer in respect of the payment of principal of
and interest on the Debt Securities shall terminate.

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

                  (a) the Issuer has paid or  deposited  with the  Trustee a sum
         sufficient to pay

                           (1) all overdue  installments of interest on all Debt
                  Securities,

                           (2) the  principal of any Debt  Securities  that have
                  become due and payable  otherwise than by such  declaration of
                  acceleration and interest thereon at the Interest Rate,

                           (3) to the extent  that  payment of such  interest is
                  lawful, interest upon overdue installments of interest on each
                  Debt Security at the Interest Rate, and

                                       23
<PAGE>

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

                  (b)  all  Defaults  have  been  cured,   waived  or  otherwise
         remedied.

         No such  rescission and waiver shall affect any  subsequent  default or
impair any right consequent thereon.

         Section  5.03.  Defaults;  Collection  of  Indebtedness  and  Suits for
Enforcement by Trustee.  "Default,"  wherever used herein,  means any one of the
following  events  (whatever the reason for such Default and whether it shall be
voluntary  or  involuntary  or be effected by  operation  of law pursuant to any
judgment,  decree or order of any court or any order,  rule or regulation of any
administrative or governmental body):

                  (a) an Event of Default has occurred;

                  (b) the Issuer fails to pay the principal of any Debt Security
         at the  Redemption  Date and such failure is continued  for seven days,
         whether or not such payment is prohibited by Article XV hereof; or

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

         The Issuer  covenants  that,  if a Default shall occur,  it will,  upon
demand of the Trustee and subject to Section  3.13  hereof,  pay to the Trustee,
for the benefit of the  Holders,  the entire  amount then due and payable on the
Debt  Securities  (x) in the case of a Default  specified  in clause  (a) or (b)
above,  for the principal  and  interest,  if any, and interest upon the overdue
principal  and, to the extent  that  payment of such  interest  shall be legally
enforceable,  upon overdue  installments of interest,  at the Interest Rate, and
(y) in the case of a Default  specified  in clause (c) above,  for the  interest
and, to the extent that payment of such interest  shall be legally  enforceable,
upon overdue  installments of interest,  at the Interest Rate; and in each case,
in addition  thereto,  such further  amount as shall be  sufficient to cover the
costs  and  expenses  of  collection,  including  the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

         If the Issuer fails to pay such amount  forthwith  upon such demand and
if the necessary  approvals under Section 3.13 have been obtained,  the Trustee,
in its own name and as trustee of an express  trust,  may  institute  a judicial
proceeding for the  collection of the sums so due and unpaid,  and may prosecute
such  proceeding to judgment or final  decree,  and may enforce the same against
the Issuer or any other obligor upon the Debt Securities, and collect the moneys
adjudged  or decreed to be  payable  in the  manner  provided  by law out of the
property of the Issuer or any other  obligor upon the Debt  Securities  wherever
situated.

         If a  Default  occurs  and  is  continuing,  the  Trustee  may  in  its
discretion  proceed  to  protect  and  enforce  its rights and the rights of the
Holders by such appropriate  judicial proceedings as the Trustee shall deem most
effectual  to protect  and  enforce any such  rights,  whether for the  specific

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<PAGE>

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 5.04. Trustee May File Proofs of Claim. In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition  or other  judicial  proceedings,  or any
voluntary  or  involuntary  case under the Federal  bankruptcy  laws,  as now or
hereafter  constituted,  or any other  applicable  Federal or state  bankruptcy,
insolvency or other similar law relative to the Issuer or any other obligor upon
the Debt  Securities,  or the property of the Issuer or of such other obligor or
their creditors,  the Trustee  (irrespective of whether theprincipal of the Debt
Securities shall then be due and payable as therein  expressed or by declaration
of acceleration or otherwise and  irrespective of whether the Trustee shall have
made any demand on the Issuer for the payment of overdue  principal or interest)
shall  be  entitled  and  empowered,  by  intervention  in  such  proceeding  or
otherwise,

                  (a) to file  and  prove  a  claim  for  the  whole  amount  of
         principal  and  interest  owing  and  unpaid  in  respect  of the  Debt
         Securities  and to  file  such  other  papers  or  documents  as may be
         necessary  or  advisable  in order to have the  claims  of the  Trustee
         (including  any  claim  for  the  reasonable  compensation,   expenses,
         disbursements and advances of the Trustee,  its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

                  (b) to  collect  and  receive  any  moneys  or other  property
         payable or deliverable on any such claims and to distribute the same;

and any receiver,  assignee,  trustee, custodian,  liquidator,  sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
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 such Holders, to 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 due the Trustee under Section 6.07.

         Nothing herein shall be deemed to authorize the Trustee to authorize or
consent   to  or  accept  or  adopt  on  behalf  of  any   Holder  any  plan  of
reorganization,  arrangement,  adjustment  or  composition  affecting  the  Debt
Securities  or the rights of any Holder,  or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         Section 5.05.  Trustee May Enforce  Claims  Without  Possession of Debt
Securities.  All rights of action and claims  under this  Indenture  or the Debt
Securities may be prosecuted and enforced by the Trustee  without the possession
of any Debt  Security  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, after provision for the payment of the reasonable compensation, expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit of the  Holders in  respect  of which  such  judgment  has been
recovered.

         Section 5.06.  Application of Money  Collected.  Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the  distribution of such

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<PAGE>

money on  account  of  principal  or  interest,  upon  presentation  of the Debt
Securities in respect of which money has been collected and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST:  To the payment of costs and expenses  incurred by, and
         reasonable fees of, the Trustee, its agents, attorneys and counsel, and
         of all other amounts due to the Trustee under Section 6.07;

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

                  THIRD:  To the payment of the amounts  then due and unpaid for
         principal of and interest on the Debt  Securities,  in respect of which
         or for the  benefit  of which such  money has been  collected  ratably,
         without  preference  or priority of any kind,  according to the amounts
         due and payable on such Debt  Securities  for  principal  and interest,
         respectively; and

                  FOURTH:  The balance, if any, to the Issuer.

                  Section 5.07.  Limitation  on Suits.  No Holder shall have any
         right to institute any proceeding,  judicial or otherwise, with respect
         to this Indenture,  or for the appointment of a receiver or trustee, or
         for any other remedy hereunder, unless:

                           (a) such Holder has  previously  given written notice
                  to the Trustee of a continuing Default;

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

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

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

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

it being  understood  and intended  that no one or more  Holders  shall have any
right in any manner  whatever by virtue of, or by availing of, any  provision of
this  Indenture to affect,  disturb or prejudice the rights of any other Holders
or to obtain or to seek to obtain  priority or preference over any other Holders
or to enforce  any right  under  this  Indenture,  except in the  manner  herein
provided  and  for  the  equal  and  ratable  benefit  of all  Holders.  For the
protection and  enforcement  of the  provisions of this Section,  each and every
Holder and the  Trustee  shall be entitled to such relief as can be given at law
or in equity.

                                       26
<PAGE>

         Section 5.08.  Unconditional  Right of Holders to Receive Principal and
Interest.  Subject only to the  provisions of Article XV, the Holder of any Debt
Security shall have the right, which is absolute and  unconditional,  to receive
payment of the  principal on the  Redemption  Date and (subject to Section 3.07)
interest  (including any Additional  Amounts) on the Interest Payment Dates, and
to institutesuit  for the enforcement of any such payment and interest  thereon,
and such right shall not be impaired without the consent of such Holder.

         Section 5.09. Restoration of Rights and Remedies. If the Trustee or any
Holder 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 or to such Holder,  then and in
every such case the Issuer,  the Trustee and the Holders  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 and the Holders  shall  continue as though no such  proceeding  had been
instituted.

         Section  5.10.  Right and  Remedies  Cumulative.  Except  as  otherwise
expressly  provided  elsewhere  in this  Indenture,  no right or  remedy  herein
conferred  upon or  reserved  to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent  permitted by law, be cumulative and in addition to every other right and
remedy  given  hereunder  or now or  hereafter  existing  at law or in equity or
otherwise.  The  assertion or employment  of any right or remedy  hereunder,  or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         Section 5.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder 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 any acquiescence therein.  Every right and remedy given
by this  Indenture  or by law to the Trustee or to the Holders may be  exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

         Section  5.12.  Control  by  Holders.  The  Holders  of not less than a
majority in principal  amount of the Outstanding  Debt 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 with respect to the Debt Securities; provided, that:

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

                  (b) subject to the  provisions  of Section  6.01,  the Trustee
         shall have the right to decline  to follow  any such  direction  if the
         Trustee in good faith being advised by counsel shall,  by a Responsible
         Officer or  Responsible  Officers of the  Trustee,  determine  that the
         proceeding  so  directed  might  result in personal  liability  for the
         Trustee or would be unjustly  prejudicial to the Holders not joining in
         any such direction; and

                  (c) the Trustee may take any other action deemed proper by the
         Trustee that is not inconsistent with such direction.


                                       27
<PAGE>

         Section 5.13. Waiver of Past Event of Default.  The Holders of not less
than a majority in principal  amount of the  Outstanding  Debt Securities may on
behalf  of all  Holders  waive  any past  Event  of  Default  hereunder  and its
consequences.

         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 the Debt Securities  under 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 Debt  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,  suffered or omitted by it as
Trustee,  the filing by any party litigant in such suit of an undertaking to pay
the  costs of such  suit,  and that  such  court  may in its  discretion  assess
reasonable  costs,  including  reasonable  attorneys'  fees,  against  any party
litigant  in such  suit,  having  due regard to the merits and good faith of the
claims or  defenses  made by such party  litigant,  but the  provisions  of this
Section  shall  not apply to any suit  instituted  by the  Trustee,  to any suit
instituted by any Holder or group of Holders  holding in the aggregate more than
10% o in principal  amount of the Outstanding  Debt  Securities,  or to any suit
instituted by any Holder of a Debt Security for the  enforcement  of the payment
of the principal of or interest on such Debt Security on or after the Redemption
Date or the relevant Interest Payment Date.

                                   ARTICLE VI

                                   THE TRUSTEE

         Section 6.01.  Certain Duties and  Responsibilities.  (a) Except during
the continuance of an Event of Default or Default,

                           (1) 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

                           (2) 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 an Officers'  Certificate or Opinion of Counsel
                  or any other certificates or opinions furnished to the Trustee
                  and conforming to the  requirements of this Indenture;  but in
                  the case of any Officers' Certificate or Opinion of Counsel or
                  any  other  such   certificates   or  opinions  which  by  any
                  provisions hereof are specifically required to be furnished to
                  the Trustee,  the Trustee shall be under a duty to examine the
                  same to determine whether or not they conform on their face to
                  the requirements of this Indenture.

                  (b) In case a Default  has  occurred  and is  continuing,  the
         Trustee shall,  with respect to the Debt  Securities,  exercise such of
         the rights and powers vested in it by this Indenture,  and use the same

                                       28
<PAGE>

         degree of care and skill in their  exercise,  as a prudent person would
         exercise  or use under the  circumstances  in the conduct of his or her
         own affairs.

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

                           (1) this clause  shall not be  construed to limit the
                  effect of clause (a) above;

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

                           (3) the Trustee  shall not be liable with  respect to
                  any action taken,  suffered or omitted to be taken by it, with
                  respect to the Debt  Securities,  in good faith in  accordance
                  with the  direction  of the Holders of a majority in principal
                  amount of the  Outstanding  Debt  Securities  relating  to the
                  time,  method and place of conducting  any  proceeding for any
                  remedy  available to the Trustee,  or exercising  any trust or
                  power  conferred  upon the Trustee under this  Indenture  with
                  respect to the Debt Securities; and

                           (4) the  Trustee  shall not be  required 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.

                  (d)  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 and Section 6.02.

                  (e) The Trustee  shall  establish  and  maintain a  segregated
         non-interest  bearing  trust  account  (the  "Company  Account") in the
         United  States in the name of and under the  exclusive  control  of the
         Trustee, and maintained in the Trustee's trust department, on behalf of
         the Holders of the Debt Securities and, upon the receipt of payments of
         funds made in respect of the Debt  Securities  by the  Issuer,  deposit
         such funds into the Company Account and make payments to the Holders of
         the Debt  Securities  from the Company  Account in accordance  with the
         applicable terms of the relevant Holder's Debt Securities. Funds in the
         Company Account shall be held uninvested  until disbursed in accordance
         with this Indenture.

         Section 6.02.  Notice of Defaults.  Within 90 days after the occurrence
of any default hereunder, the Trustee shall by the pertinent methods provided in
Section 1.05 give notice to all Holders of each default  hereunder  known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that,  except in the case of  default  in the  payment  of the  principal  of or
interest on any Debt  Security,  the Trustee  shall be protected in  withholding
such notice if and so long as the board of directors, the executive committee or
a trust  committee of directors  and/or  Responsible  Officers of the Trustee in
good faith  determines that the withholding of such notice is in the interest of
the Holders;  provided further, that in the case of any default of the character
specified in Section  5.01(a)(i)  no such notice to Holders shall be given until
at least 60 days after the occurrence  thereof;  and provided further,  that the

                                       29
<PAGE>

Trustee  shall not be charged  with  knowledge  of default  unless  either (a) a
Responsible  Officer of the Trustee shall have actual  knowledge of such default
or (b) the Trustee shall have received written notice thereof from the Issuer or
any other obligor on the Debt  Security or any Holder,  except with respect to a
default  pursuant to Sections  5.03(b) or 5.03(c)  hereof  (other than a default
resulting from the default in the payment of Additional  Amounts, if any, if the
Trustee does not have actual  knowledge  or written  notice that such payment is
due and payable) of which the Trustee shall be deemed to have knowledge. For the
purpose of this Section,  the term  "default"  means any event that is, or after
notice or lapse of time or both would become, a Default.

         Section 6.03.  Certain Rights of Trustee.  Except as otherwise provided
in Section 6.01:

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

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

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

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

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

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

                                       30
<PAGE>

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

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

                  (i)  Whenever   the  Trustee  is  unable  to  decide   between
         alternative  courses of action  permitted  or  required by the terms of
         this  Indenture,  is unsure  of the  course of action to be taken by it
         hereunder,  or otherwise  determines  that  instruction  is  necessary,
         appropriate  or advisable,  the Trustee shall  promptly give notice (in
         such  form as shall be  appropriate  under  the  circumstances)  to the
         Issuer or the Holders requesting instruction as to the course of action
         to be  adopted,  and to the  extent the  Trustee  acts in good faith in
         accordance with any written instruction received from the Issuer or the
         Holders  (exercised  by the  Act  of the  Holders  of not  less  than a
         majority in principal  amount of the Outstanding Debt  Securities),  as
         the case may be,  the  Trustee  shall not be liable on  account of such
         action or inaction to the Issuer,  any Holder or any other  Person.  If
         the Trustee shall not have received appropriate  instruction within ten
         days  of  such  notice  (or  within  such  shorter  period  of  time as
         reasonably  may be specified  in such notice or may be necessary  under
         the  circumstances)  it may,  but  shall be  under no duty to,  take or
         refrain from taking such action,  not inconsistent with this Indenture,
         as it  shall in good  faith  deem to be in the  best  interests  of the
         Holders,  and shall have no liability to the Issuer,  any Holder or any
         other Person for such action or inaction.

         Section  6.04.  Not  Responsible  for  Recitals  or  Issuance  of  Debt
Securities. The recitals contained herein and in the Debt Securities, except the
Trustee's  certificates of  authentication,  shall be taken as the statements of
the Issuer, and the Trustee assumes no responsibility for their correctness. The
Trustee  makes no  representations  as to the  validity or  sufficiency  of this
Indenture or the Debt  Securities.  The Trustee shall not be accountable for the
use or application by the Issuer of any Debt Securities or the proceeds thereof.

         Section 6.05. May Hold Debt Securities.  The Trustee, any Paying Agent,
the Security  Registrar or any other agent of the Issuer or the Trustee,  in its
individual  or any other  capacity,  may  become  the owner or  pledgee  of Debt
Securities, and may otherwise deal with the Issuer with the same rights it would
have if it were not  Trustee,  Paying  Agent,  Security  Registrar or such other
agent.

         Section  6.06.  Money Held in Trust.  Money held by the  Trustee or any
Paying Agent (except the Issuer) in trust  hereunder need not be segregated from
other funds  except to the extent  required by law.  Neither the Trustee nor any
Paying Agent shall be under any liability for interest on any money  received by

                                       31
<PAGE>

it hereunder except as otherwise  agreed in writing with the Issuer.  So long as
no Event of Default shall have occurred and be continuing,  all interest allowed
on any such moneys,  if any,  shall be paid from time to time to the Issuer upon
the  written  order  of the  Issuer,  signed  by the  Chairman  of the  Board of
Directors,  the Vice Chairman,  the President,  the Chief Financial Officer, the
Chief  Operating  Officer,  a Vice  President,  the  Treasurer  or an  Assistant
Treasurer of the Issuer.

         Section 6.07. Compensation and Reimbursement. The Issuer agrees

                  (a) to pay to the Trustee from time to time such  compensation
         in Dollars for all services rendered by it hereunder as may be mutually
         agreed  upon  in  writing  by  the  Issuer  and  the   Trustee   (which
         compensation  shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (b) to  reimburse  the  Trustee  in Dollars  upon its  written
         request  for all  documented  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 reasonable  expenses and  disbursements of its agents and counsel),
         except any such expense,  disbursement  or advance  attributable to its
         negligence or bad faith; and

                  (c) to  indemnify  in Dollars  the Trustee  (including  in its
         individual  capacity)  and any  predecessor  Trustee (and its officers,
         agents,  directors and employees) for, and to hold it harmless against,
         any and all loss,  damage,  claim,  liability or expense  except to the
         extent such loss, damage, claim,  liability or expense results from the
         negligence  or bad  faith  of  such  indemnitee,  arising  out of or in
         connection  with the  acceptance  or  administration  of this  trust or
         performance of its duties  hereunder,  including 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.

         Without  prejudice to any other rights  available to the Trustee  under
applicable  law,  when the  Trustee  incurs  expenses  or  renders  services  in
connection  with an Event of Default  specified in Sections 5.01 (a) or 5.01(b),
the expenses  (including the reasonable charges and expenses of its counsel) and
the  compensation  for the  services  are  intended  to  constitute  expenses of
administration  under any applicable Federal or state bankruptcy,  insolvency or
other similar laws.

         As security for the  performance of the obligations of the Issuer under
this Section,  the Trustee shall have a lien prior to the Debt Securities,  upon
all property  and funds held or  collected by the Trustee as such,  except funds
held in trust for the payment of amounts due on the Debt Securities.

         The  obligations  of the  Issuer  under  this  Section  to  compensate,
reimburse and indemnify  the Trustee for  expenses,  disbursements  and advances
shall constitute additional  indebtedness under this Indenture and shall survive
the satisfaction and discharge or other  termination of this indenture and shall
survive the resignation or removal of the Trustee.

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<PAGE>

         Section 6.08.  Disqualification,  Conflicting Interests. If the Trustee
has or shall acquire any "conflicting interest" within the meaning of ss. 310(b)
of the Trust Indenture Act, the Trustee shall either  eliminate such interest or
resign,  to the  extent  and in the  manner  provided  by,  and  subject to this
Indenture.

         Section 6.09. Corporate Trustee Required,  Eligibility.  There shall at
all times be a Trustee  hereunder  that shall be an entity  organized  and doing
business  under the laws of the United  States of America,  any State thereof or
the District of Columbia, authorized under such laws 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.  If such entity
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes of this Section,  the combined capital and surplus of such entity shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

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

         If at any time the Trustee  shall  cease to be  eligible in  accordance
with the provisions of this Section,  it shall resign  immediately in the manner
and with the effect hereinafter specified in this Article.

         Section 6.10. Resignation and Removal, Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor  Trustee
pursuant  to this  Article  shall  become  effective  until  the  acceptance  of
appointment by the successor Trustee under Section 6.11.

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

                  (c) The  Trustee  may be removed at any time and  (subject  to
         Section  6.10(e)  below) a successor  Trustee  appointed  by Act of the
         Holders of a  majority  in  principal  amount of the  Outstanding  Debt
         Securities, delivered to the Trustee and to the Issuer.

                  (d) If at any time:

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

                           (2) the  Trustee  shall  cease to be  eligible  under
                  Section  6.09 and shall fail to resign after  written  request
                  therefor  by the  Issuer or by any  Holder who has been a bona
                  fide Holder of a Debt Security for at least six months, or


                                       33
<PAGE>

                           (3) the Trustee shall become incapable of acting or a
                  decree or order for relief by a court having  jurisdiction  in
                  the premises shall have been entered in respect of the Trustee
                  in an involuntary  case under the Federal  bankruptcy laws, as
                  now or hereafter constituted,  or any other applicable Federal
                  or State bankruptcy, insolvency or similar law; or a decree or
                  order by a court having  jurisdiction  in the  premises  shall
                  have  been  entered  for  the   appointment   of  a  receiver,
                  custodian,  liquidator,  assignee,  trustee,  sequestrator (or
                  other  similar  official) of the Trustee or of its property or
                  affairs, or any public officer shall take charge or control of
                  the  Trustee or of its  property or affairs for the purpose of
                  rehabilitation, conservation, winding up or liquidation, or

                           (4) the Trustee shall commence a voluntary case under
                  the Federal bankruptcy laws, as now or hereafter  constituted,
                  or  any  other   applicable   Federal  or  State   bankruptcy,
                  insolvency or similar law or shall consent to the  appointment
                  of or taking possession by a receiver, custodian,  liquidator,
                  assignee, trustee, sequestrator (or other similar official) of
                  the  Trustee  or its  property  or  affairs,  or shall make an
                  assignment  for the  benefit of  creditors,  or shall admit in
                  writing  its  inability  to pay its  debts  generally  as they
                  become due, or shall take  corporate  action in furtherance of
                  any such action,

then,  in any such  case,  (i) the Issuer by a Board  Resolution  may remove the
Trustee or (ii)  subject to  Section  5.14,  any Holder who has been a bona fide
Holder of a Debt  Security  for at least six months may, on behalf of himself or
herself  and all others  similarly  situated,  petition  any court of  competent
jurisdiction  for the removal of the Trustee and the  appointment of a successor
Trustee.

                  (e)  If  the  Trustee  shall  resign,  be  removed  or  become
         incapable  of  acting,  or if a vacancy  shall  occur in the  office of
         Trustee  for  any  cause,  the  Issuer,  by a Board  Resolution,  shall
         promptly  appoint  a  successor  Trustee  and  shall  comply  with  the
         applicable requirements of Section 6.11. If, within one year after such
         resignation,  removal  or  incapability,  or  the  occurrence  of  such
         vacancy,  a successor  Trustee shall be appointed by Act of the Holders
         of a majority in principal  amount of the  Outstanding  Debt Securities
         delivered to the Issuer and the retiring Trustee, the successor Trustee
         so appointed shall,  forthwith upon its acceptance of such appointment,
         become the successor Trustee and to that extent supersede the successor
         Trustee  appointed by the Issuer.  If no successor  Trustee  shall have
         been so appointed by the Issuer or the Holders and accepted appointment
         in the manner  hereinafter  provided within 30 days after the notice of
         resignation,  or the  removal,  incapacity  or  other  vacancy,  of the
         Trustee, the Trustee or any Holder who has been a bona fide Holder of a
         Debt  Security  for at least six months,  subject to Section  5.14,  on
         behalf of himself or herself  and all others  similarly  situated,  may
         petition any court of competent  jurisdiction  for the appointment of a
         successor Trustee.

                  (f) The Issuer shall give notice of each  resignation and each
         removal of the Trustee and each  appointment of a successor  Trustee in
         the manner and to the extent  provided in Section  1.05 to the Holders.
         Each notice  shall  include the name of the  successor  Trustee and the
         address of its Corporate Trust Office.

                                       34
<PAGE>

         Section 6.11.  Acceptance of Appointment by Successor.  (a) In the case
of an appointment  hereunder of a successor Trustee, each such successor Trustee
so appointed  shall  execute,  acknowledge  and deliver to the Issuer 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 request of the Issuer or the successor  Trustee,  such retiring  Trustee
shall,  upon payment of the amounts then due to it pursuant to the provisions of
Section 6.07,  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,  subject  nevertheless  to its
claim, if any, provided for in Section 6.07.

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

                  (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.

         Section  6.12.  Merger,  Conversion,  Consolidation  or  Succession  to
Business.  Any entity into which the Trustee may be merged or  converted or with
which  it  may be  consolidated,  or  any  entity  resulting  from  any  merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to all or  substantially  all of the corporate  trust business of the
Trustee,  shall be the successor of the Trustee hereunder,  provided,  that such
entity shall be otherwise qualified and eligible under this Article, without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto. In case any Debt Securities shall have been  authenticated,  but
not  delivered,  by the  Trustee  then  in  office,  any  successor  by  merger,
conversion  or  consolidation  to such  authenticating  Trustee  may adopt  such
authentication  and deliver the Debt Securities so  authenticated  with the same
effect  as  if  such  successor  Trustee  had  itself  authenticated  such  Debt
Securities.  In case any Debt Securities  shall not have been  authenticated  by
such  predecessor  Trustee,  any such  successor  Trustee may  authenticate  and
deliver such Debt Securities,  in either its own name or that of its predecessor
Trustee,  with the full force and effect which this  Indenture  provides for the
certificate of authentication of the Trustee.

         Section 6.13.  Preferential Collection of Claims Against Issuer. If and
when the  Trustee  shall be or become a  creditor  of the  Issuer  (or any other
obligor  upon  the  Debt  Securities),  the  Trustee  shall  be  subject  to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Issuer (or any such other obligor).

         Section 6.14.  Appointment of Authenticating Agent. As long as any Debt
Securities remain  Outstanding,  the Trustee may upon the request of the Issuer,
by  an   instrument   in   writing,   appoint  an   authenticating   agent  (the
"Authenticating  Agent")  which  shall be  authorized  to act on  behalf  of the
Trustee to authenticate  Debt Securities  issued upon exchange,  registration of
transfer,  partial  redemption  or pursuant  to Section  3.05.  Debt  Securities
authenticated by such Authenticating Agent shall be entitled to the benefits of

                                       35
<PAGE>

this  Indenture  and  shall be  valid  and  obligatory  for all  purposes  as if
authenticated by such Trustee.  Wherever  reference is made in this Indenture to
the  authentication  and  delivery of Debt  Securities  by the Trustee or to 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 and a Certificate of Authentication  executed on behalf of
such Trustee by such Authenticating  Agent. Such  Authenticating  Agent shall at
all times be a corporation  organized and doing  business  under the laws of the
United States of America or of any State, authorized under such laws to exercise
corporate  trust  powers,  having a  combined  capital  and  surplus of at least
$50,000,000 (determined as provided in Section 6.09 with respect to the Trustee)
and subject to supervision or examination by Federal or State authority.

         Any corporation  into which any  Authenticating  Agent may be merged or
converted,  or with which it may be consolidated,  or any corporation  resulting
from any merger,  conversion or consolidation to which any Authenticating  Agent
shall be a party, or any corporation  succeeding to all or substantially  all of
the corporate trust business of any  Authenticating  Agent, shall continue to be
the  Authenticating  Agent  without the  execution or filing of any paper or any
further  act on the  part of the  Trustee  or  such  Authenticating  Agent.  Any
Authenticating  Agent  may at any  time,  and if it shall  cease to be  eligible
shall,  resign by giving written notice of resignation to the applicable Trustee
and to the Issuer.

         Upon receiving such a notice of resignation, or in case at any time any
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this  Section,  the Trustee  shall upon Issuer  Request  appoint a
successor  Authenticating  Agent,  and the Issuer shall  provide  notice of such
appointment  to the Holders in the manner and to the extent  provided in Section
1.05.  Any successor  Authenticating  Agent upon  acceptance of its  appointment
hereunder   shall   become   vested   with  all  rights,   powers,   duties  and
responsibilities of its predecessor hereunder, with like effect as if originally
named as  Authenticating  Agent. The Issuer agrees to pay to the  Authenticating
Agent from time to time reasonable  compensation including  reimbursement of its
reasonable  expenses for its services.  The  Authenticating  Agent shall have no
responsibility  or liability for any action taken by it as such at the direction
of the Trustee.

                                  ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

         Section 7.01 Issuer to Furnish  Trustee Names and Addresses of Holders.
The Issuer will furnish or cause to be furnished to the Trustee:

                  (a) on each Regular Record Date for an Interest  Payment Date,
         a list,  in such form as the Trustee  may  reasonably  require,  of the
         names and addresses of the Holders as of such Regular Record Date; and

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

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<PAGE>

except that no such lists need be  furnished  under this Section 7.01 so long as
the  Trustee  is in  possession  thereof  by  reason of its  acting as  Security
Registrar.

         Section 7.02.  Preservation of Information;  Communication  to Holders.
(a)  The  Trustee  shall  preserve,  in as  current  a  form  as  is  reasonably
practicable,  all information as to the names and addresses of Holders contained
in the most recent list  furnished to the Trustee as provided in Section 7.01 or
received by it in the  capacity of Paying  Agent or  Security  Registrar  (if so
acting) hereunder.

         The Trustee may destroy any list furnished to it as provided in Section
7.01 upon receipt of a new list so furnished,  destroy any information  received
by it as Paying  Agent or  Security  Registrar  (if so  acting)  hereunder  upon
delivering  to itself as  Trustee,  not  earlier  than 45 days after an Interest
Payment Date, a list containing the names and addresses of the Holders  obtained
from such information  since the delivery of the next previous list, if any, and
destroy  any list  delivered  to  itself as  Trustee  which  was  compiled  from
information  received by it as Paying Agent or Security Registrar (if so acting)
hereunder upon the receipt of a new list so delivered.

                  (b)  If a  Holder  applies  in  writing  to the  Trustee,  and
         furnishes  to the  Trustee  reasonable  proof  that it has owned a Debt
         Security for a period of at least six months preceding the date of such
         application,  and such  application  states that the Holder  desires to
         communicate  with other Holders with respect to their rights under this
         Indenture or under the Debt  Securities and is accompanied by a copy of
         the form of proxy or other  communication which such applicants propose
         to transmit,  then the Trustee  shall,  within five Business Days after
         the receipt of such application, at its election either:

                           (1)  afford  such  Holder  access to the  information
                  preserved  at the  time  by the  Trustee  in  accordance  with
                  Section 7.02(a), or

                           (2) inform such Holder as to the  approximate  number
                  of Holders whose names and addresses appear in the information
                  preserved  at the  time  by the  Trustee  in  accordance  with
                  Section 7.02(a),  and as to the approximate cost of mailing to
                  such  Holders  the  form  of  proxy  or  other  communication,
                  specified in such application.

                  If the Trustee  shall elect not to afford the Holder access to
         such  information,  the Trustee  shall,  upon  written  request of such
         applicant,  mail to the Holders whose names and addresses appear in the
         information  preserved  at the time by the Trustee in  accordance  with
         Section  7.02(a),  a copy of the form of  proxy or other  communication
         which is specified in such request,  with reasonable promptness after a
         tender to the Trustee of the  material to be mailed and of payment,  or
         provision  for the  payment,  of the  reasonable  expenses  of mailing,
         unless  within five days after such  tender the  Trustee  shall mail to
         such  applicant a written  statement to the effect that, in the opinion
         of the Trustee, such mailing would be contrary to the best interests of
         the Holders or would be in violation of  applicable  law.  Such written
         statement  shall specify the basis of such  opinion.  In the event that
         the  applicants  decide to proceed  despite the  Trustee's  opinion and
         obtain an order of a court of competent jurisdiction directing the

                                       37
<PAGE>

         Trustee to mail the applicable material,  after entry of such order and
         renewal of such tender,  the Trustee shall mail copies of such material
         to all such  Holders;  otherwise  the Trustee  shall be relieved of any
         obligation or duty to such applicants respecting their application.

                  (c) Every Holder of Debt Securities,  by receiving and holding
         the same,  agrees  with the Issuer and the  Trustee  that  neither  the
         Issuer nor the Trustee nor the Security  Registrar nor any Paying Agent
         shall be held  accountable  by  reason  of the  disclosure  of any such
         information  as to the names and addresses of the Holders in accordance
         with  Section  7.02(b),  regardless  of  the  source  from  which  such
         information  was  derived,  and  that  the  Trustee  shall  not be held
         accountable  by reason of mailing  any  material  pursuant to a request
         made under Section 7.02(b).

                                  ARTICLE VIII

                             CONCERNING THE HOLDERS

         Section  8.01.  Acts of Holders.  Any request,  demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given 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 or proxy duly appointed in writing,  and, except as herein otherwise
expressly  provided,  such action shall become effective when such instrument or
instruments  are  delivered  to the Trustee  and,  where it is hereby  expressly
required, to the Issuer. 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.  Whenever in this Indenture
it is providedthat the Holders of a specified  percentage in aggregate principal
amount of the  Outstanding  Debt  Securities may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced by (a)
the instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or by (b) the record of Holders voting in favor thereof at
any  meeting  of such  Holders  duly  called  and  held in  accordance  with the
provisions  of  Article  IX,  or by (c) a  combination  of  such  instrument  or
instruments and any such record of such a meeting of Holders.

         Section 8.02. Proof of Ownership;  Proof of Execution of Instruments by
Holders.  The  ownership of the Debt  Securitiesshall  be proved by the Security
Register or by a certificate of the Security Registrar.

         Subject to the provisions of Sections 6.01, 6.03 and 9.05, proof of the
execution of a writing  appointing an agent or proxy and of the execution of any
instrument by a Holder or such Holder's  agent or proxy shall be sufficient  and
conclusive  in favor of the  Trustee  and the  Issuer  if made in the  following
manner:

         The fact and date of the execution by any such person of any instrument
may be  proved  by the  certificate  of  any  notary  public  or  other  officer
authorized  to take  acknowledgment  of deeds,  that the person  executing  such
instrument  acknowledged to him or her the execution thereof, or by an affidavit
of a witness to such  execution  sworn to before  any such  notary or other such
officer.  Where such  execution is by an officer of a corporation or association
or a member  of a  partnership  on behalf of such  corporation,  association  or

                                       38
<PAGE>

partnership,  as  the  case  may  be,  or  by  any  other  person  acting  in  a
representative  capacity,  such  certificate or affidavit  shall also constitute
sufficient proof of such person's authority.  The record of any Holders' meeting
shall be proved in the manner provided in Section 9.06.

         The Trustee may in any instance  require  further proof with respect to
any of the  matters  referred  to in this  Section  so, long as the request is a
reasonable one.

         If the Issuer shall solicit an Act from the Holders, the Issuer may, at
its  option,  by  Board  Resolution,  fix in  advance  a  record  date  for  the
determination of Holders entitled to take such Act, but the Issuer shall have no
obligation  to do so. Such record date shall be the record date  specified in or
pursuant to such Board  Resolution,  which shall be a date not earlier  than the
date 30 days prior to the first  solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed.

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

         Section 8.03. Revocation of Consents; Future Holders Bound. At any time
prior to (but not after) the  evidencing to the Trustee,  as provided in Section
8.01,  of the taking of any Act by the Holders of the  percentage  in  aggregate
principal amount of the Outstanding Debt Securities  specified in this Indenture
in connection with such Act, any Holder of a Debt Security the number, letter or
other distinguishing  symbol of which is shown by the evidence to be included in
the Debt  Securities  the  Holders of which have  consented  to such Act may, by
filing  written  notice with the Trustee at the Corporate  Trust Office and upon
proof of  ownership  as provided in Section  8.02,  revoke such Act so far as it
concerns  such Debt  Security.  Except as  aforesaid,  any such Act taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder and
upon all future Holders of such Debt Security and of any Debt Securities  issued
on  transfer  or in  lieu  thereof  or in  exchange  or  substitution  therefor,
irrespective  of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.

                                   ARTICLE IX

                                HOLDERS' MEETINGS

         Section 9.01. Purposes of Meetings.  A meeting of Holders may be called
at any time and from time to time pursuant to the  provisions of this Article IX
for any of the following purposes:

                  (a) to give any notice to the Issuer or to the Trustee,  or to
         give any directions to the Trustee, or to consent to the waiving of any
         default  hereunder  and its  consequences,  or to take any other action

                                       39
<PAGE>

         authorized to be taken by Holders  pursuant to any of the provisions of
         Article V;

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

                  (c) to consent to the  execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 11.02; or

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

         Section 9.02. Call of Meetings by Trustee.  The Trustee may at any time
call a meeting of Holders to take any action  specified in Section  9.01,  to be
held at such time or times and at such place in New York or Wilmington, Delaware
as the Trustee shall determine.  Notice of every meeting of the Holders, setting
forth  the time and  place of such  meeting  and in  general  terms  the  action
proposed  to be taken at such  meeting,  shall be given to Holders in the manner
and to the extent  provided in Section 1.05. Such notice shall be given not less
than 20 days or more than 180 days prior to the date fixed for the meeting.

         Section  9.03.  Call of Meetings  by Issuer or Holders.  In case at any
time the Issuer, pursuant to a Board Resolution, or the Holders of not less than
10% in aggregate  principal amount of the Outstanding Debt Securities shall have
requested  the  Trustee  to call a meeting of the  Holders  by  written  request
setting  forth in  reasonable  detail  the  action  proposed  to be taken at the
meeting,  and the Trustee shall not have given the notice of such meeting within
20 days after the receipt of such  request,  then the Issuer or such Holders may
determine  the time or times and the place or places for such  meetings  and may
call such  meetings to take any action  authorized  in Section  9.01,  by giving
notice thereof as provided in Section 9.02.

                  (a)  Qualifications  for Voting. To be entitled to vote at any
         meeting of Holders a Person shall be a Holder or a Person  appointed by
         an  instrument  in writing as agent or proxy by such  Holder.  The only
         Persons  who shall be entitled to be present or to speak at any meeting
         of Holders  shall be the Persons  entitled to vote at such  meeting and
         their  counsel and any  representatives  of the Trustee with respect to
         which   such   meeting  is  being   held  and  its   counsel   and  any
         representatives of the Issuer and its counsel.

         Section 9.04. Regulations. Notwithstanding any other provisions of this
Indenture,  the  Trustee  may make such  reasonable  regulations  as it may deem
advisable for any meeting of Holders,  in regard to proof of the holding of Debt
Securities and of the  appointment of proxies,  and in regard to the appointment
and duties of inspectors of votes,  the submission  and  examination of proxies,
certificates  and other  evidence of the right to vote,  and such other  matters
concerning the conduct of the meeting as it shall deem appropriate.

         The Trustee  shall,  by an instrument  in writing,  appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by  Holders as  provided  in  Section  9.03,  in which case the Issuer or the
Holders calling the meeting,  as the case may be, shall in like manner appoint a

                                       40
<PAGE>

temporary  chairman.  A  permanent  chairman  and a permanent  secretary  of the
meeting shall be elected by a majority vote at the meeting.

         Subject to the  provisos in the  definition  of  "Outstanding,"  at any
meeting  each Holder or proxy  therefor  shall be entitled to, one vote for each
$1,000  principal  amount of Debt Securities held or represented by such Holder;
provided,  however,  that no vote  shall be cast or  counted  at any  meeting in
respect of any Debt  Security  challenged  as not  Outstanding  and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote other than by virtue of Outstanding  Debt  Securities held
by such chairman or instruments in writing duly designating such chairman as the
person to vote on behalf of  Holders.  Any  meeting of Holders  with  respect to
which a meeting was duly called  pursuant to the  provisions  of Section 9.02 or
9.03 may be adjourned  from time to time by a majority of such  Holders  present
and the meeting may be held as so adjourned without further notice.

         Section 9.05.  Voting.  The vote upon any  resolution  submitted to any
meeting of Holders  with respect to which such meeting is being held shall be by
written  ballots on which shall be subscribed  the signatures of such Holders or
of their  representatives  by proxy and the serial number or numbers of the Debt
Securities  held or represented  by them. The permanent  chairman of the meeting
shall  appoint  two  inspectors  of votes who shall  count all votes cast at the
meeting  for or  against  any  resolution  and who shall  make and file with the
secretary  of the meeting  their  verified  written  reports in duplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of Holders  shall be prepared by the  secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge  of the facts  setting  forth a copy of the notice of the  meeting and
showing that said notice was transmitted as provided in Section 9.02. The record
shall  show the  serial  numbers  of the Debt  Securities  voting in favor of or
against  any  resolution.  The  record  shall  be  signed  and  verified  by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates  shall be  delivered to the Issuer and the other to the Trustee to be
preserved by the Trustee.

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

         Section 9.06. No Delay of Rights by Meeting. Nothing in this Article IX
contained shall be deemed or construed to authorize or permit,  by reason of any
call of a meeting  of Holders or any rights  expressly  or  impliedly  conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights  conferred  upon or reserved to the Trustee or to any Holder under any
of the provisions of the Indenture or of the Debt Securities.

         Section 9.07. Quorum;  Actions. The Persons entitled to vote a majority
in  principal  amount of the Debt  Securities  shall  constitute  a quorum for a
meeting of Securityholders; provided, however, that if any action is to be taken
at such meeting  with respect to a consent,  waiver,  request,  demand,  notice,
authorization,  direction  or other  action which may be given by the holders of
not less than a specified percentage in principal amount of the Debt Securities,
the Persons  holding or  representing  such  specified  percentage  in principal
amount of the Debt  Securities  will  constitute  a quorum.  In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the meeting

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<PAGE>

shall,  if convened  at the request of  Securityholders,  be  dissolved.  In any
othercase  the meeting may be adjourned for a period of not less than 10 days as
determined by the permanent  chairman of the meeting prior to the adjournment of
such meeting.  In the absence of a quorum at any such  adjourned  meeting,  such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the permanent  chairman of the meeting prior to the adjournment
of such adjourned  meeting.  Notice of the reconvening of any adjourned  meeting
shall be given as  provided  in Section  9.02,  except  that such notice need be
given only once not less than five days  prior to the date on which the  meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Debt Securities which shall constitute a quorum.

         Except as limited  by the  proviso  in the first  paragraph  of Section
11.02,  any  resolution  presented  to  a  meeting  or  adjourned  meeting  duly
reconvened  at which a quorum is  present  as  aforesaid  may be  adopted by the
affirmative  vote of the holders of not less than a majority in principal amount
of the Debt  Securities;  provided,  however,  that,  except as  limited  by the
proviso in the first paragraph of Section 11.02,  any resolution with respect to
any consent, waiver, request, demand, notice, authorization,  direction or other
action that this Indenture expressly provides may be given by the holders of not
less than a specified  percentage in principal amount of the Debt Securities may
be adopted at a meeting or an adjourned  meeting duly  reconvened and at which a
quorum is present as aforesaid only by the affirmative  vote of the holders of a
not  less  than  such  specified  percentage  in  principal  amount  of the Debt
Securities.

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

                                   ARTICLE X.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 10.01. Issuer May Consolidate, etc., Only on Certain Terms. The
Issuer  shall not  consolidate  with or merge  into any other  entity or convey,
transfer or lease its properties and assets  substantially as an entirety to any
Person, unless:

                  (a) the entity formed by such  consolidation or into which the
         Issuer  is  merged  or the  Person  which  acquires  by  conveyance  or
         transfer,  or which  leases,  the  properties  and assets of the Issuer
         substantially as an entirety (the "successor  corporation")  shall be a
         corporation or other banking organization  organized and existing under
         the laws of the United States 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
         satisfactory  to the  Trustee,  the due  and  punctual  payment  of the
         principal  of and interest on all the Debt  Securities,  the payment of
         all  amounts  owed  hereunder  by the  Issuer  to the  Trustee  and the
         performance  of every  covenant  of this  Indenture  on the part of the
         Issuer to be performed or observed;

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<PAGE>

                  (b)  immediately  after giving effect to such  transaction and
         treating any indebtedness that becomes an obligation of the Issuer as a
         result of such transaction as having been incurred by the Issuer at the
         time of such transaction,  no Default,  and no event that, after notice
         or lapse of time, or both, would become a Default,  shall have happened
         and be continuing; and

                  (c) the  Issuer has  delivered  to the  Trustee  an  Officers'
         Certificate   and  an  Opinion  of  Counsel   each  stating  that  such
         consolidation,   merger,   conveyance,   transfer  or  lease,  and  the
         assumption by any successor  entity,  and such  supplemental  indenture
         comply  with this  Article  and that all  conditions  precedent  herein
         provided for relating to such transaction have been complied with.

                  Section 10.02.  Successor  Corporation  Substituted.  Upon any
         consolidation  with  or  merger  into  any  other  corporation,  or any
         conveyance,  transfer  or lease of the  properties  and  assets  of the
         Issuer  substantially  as an entirety in accordance with Section 10.01,
         the successor  corporation  formed by such  consolidation or into which
         the Issuer 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  Issuer  under  this  Indenture  with the same
         effect as if such  successor  corporation  had been named as the Issuer
         herein, and thereafter,  the predecessor  corporation shall be relieved
         of all  obligations  and  covenants  under this  Indenture and the Debt
         Securities.

                  Section  10.03.  Opinion  of  Counsel.  The  Trustee  shall be
         entitled to receive and,  subject to Sections  6.01 and 6.03,  shall be
         protected in relying upon an Opinion of Counsel as conclusive  evidence
         that any such consolidation,  merger, sale, conveyance or lease and any
         such assumption complies with the provisions of this Article.

                                  ARTICLE XI.

                             SUPPLEMENTAL INDENTURES

         Section  11.01.  Supplemental  Indentures  Without  Consent of Holders.
Without  the consent of any  Holders,  the Issuer,  when  authorized  by a Board
Resolution,  and the Trustee,  at the  direction of the Issuer,  at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

                  (a) to evidence the  succession of another  corporation to the
         Issuer and the  assumption  by such  successor of the  covenants of the
         Issuer herein and in the Debt Securities contained; or

                  (b) to add to the covenants of the Issuer,  for the benefit of
         the Holders,  or to surrender any right or power herein  conferred upon
         the Issuer; or

                  (c) to add any additional Defaults or Events of Default; or

                  (d) to  change  or  eliminate  any of the  provisions  of this
         Indenture,  provided,  that any such change or elimination shall become
         effective only when there is no Outstanding Debt Security created prior

                                       43
<PAGE>

         to the execution of such supplemental indenture that is entitled to the
         benefit of such provision and as to which such  supplemental  indenture
         would apply or

                  (e) to establish the form or terms of Debt Securities; or

                  (f) to evidence and provide for the  acceptance of appointment
         hereunder  by a  successor  Trustee  pursuant  to the  requirements  of
         Section 6.11; or

                  (g) to evidence any changes to Section 6.08 or 6.09  permitted
         by the terms thereof; or

                  (h) to cure  any  ambiguity,  to  correct  or  supplement  any
         provision  herein that may be defective or inconsistent  with any other
         provision  herein,  or to make any other  provisions  with  respect  to
         matters or questions  arising  under this  Indenture  that shall not be
         inconsistent with any provision of this Indenture;  provided, that such
         other  provisions  shall not  adversely  affect  the  interests  of the
         Holders of Outstanding  Debt Securities  created prior to the execution
         of such supplemental indenture in any material respect.

         Section 11.02.  Supplemental  Indentures With Consent of Holders.  With
the consent of the Holders of not less than a majority  in  aggregate  principal
amount  of  the  Outstanding  Debt  Securities  affected  by  such  supplemental
indenture voting separately,  by Act of said Holders delivered to the Issuer and
the Trustee, the Issuer, when authorized by a Board Resolution, and the Trustee,
at the  directionof  the  Issuer,  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  under this  Indenture or such
Debt Securities;  provided,  however, that no such supplemental indenture shall,
without such consent of the Holder of each  Outstanding  Debt Security  affected
thereby,

                  (a) change the Maturity  Date or Interest  Payment Date of any
         Debt Security,  or reduce the principal  amount thereof or the Interest
         Rate payable upon redemption  thereof, or reduce the amount provable in
         bankruptcy or insolvency  pursuant to Section 5.04, or change any Place
         of Payment  where,  or the currency in which,  any Debt Security or the
         interest thereon is payable,  or impair the right to institute suit for
         the enforcement of any payment on or after the Redemption Date thereof;
         or

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

                  (c) modify any of the  provisions  of this  Section or Section
         5.13, except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each  Outstanding  Debt Security  affected
         thereby;  provided,  however,  that this clause  shall not be deemed to

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<PAGE>

         require  the  consent  of any  Holder  with  respect  to changes in the
         references to "the Trustee" and concomitant changes in this Section, or
         the deletion of this proviso,  in accordance  with the  requirements of
         Sections 6.11 and 11.01(f).

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

         Section 11.03. Execution of Supplemental  Indentures.  In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this  Article or the  modifications  thereby  of the  trusts  created by this
Indenture,  the Trustee  shall be entitled to receive,  and  (subject to Section
6.01) shall be fully  protected in relying upon,  an Opinion of Counsel  stating
that the execution of such supplemental  indenture is authorized or permitted by
this  Indenture.  Notwithstanding  any other  provision of this Indenture to the
contrary,  the  Trustee  may,  but shall not be  obligated  to,  enter  into any
supplemental  indenture  that  affects  the  Trustee's  own  rights,  duties  or
immunities under this Indenture or otherwise.

         Section 11.04. Effect of Supplemental Indentures. Upon the execution of
any supplemental  indenture under this Article, this Indenture shall be modified
in accordance  therewith,  and such supplemental  indenture shall form a part of
this Indenture for all purposes; and every Holder of Debt Securities theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

         Section 11.05. Reference in Debt Securities to Supplemental Indentures.
Debt  Securities   authenticated  and  delivered  after  the  execution  of  any
supplemental  indenture  pursuant to this  Article may, and shall if required by
the Issuer, bear a notation in form approved by the Trustee and the Issuer as to
any matter  provided for in such  supplemental  indenture.  If the Issuer or the
Trustee shall so determine,  new Debt  Securities so modified as to conform,  in
the opinion of the Board of  Directors of the Issuer,  to any such  supplemental
indenture  may be prepared and  executed by the Issuer and,  upon receipt by the
Trustee  of an Issuer  Order,  authenticated  and  delivered  by the  Trustee in
exchange for Outstanding Debt Securities.

         Section 11.06.  Subordination  Unimpaired.  No  supplemental  indenture
entered  into under this  Article  shall  modify,  directly or  indirectly,  the
provisions  of Article XV or the  definition of Senior  Indebtedness  in Section
1.01 in any manner  that might  alter or impair  the  subordination  of the Debt
Securities  with respect to Senior  Indebtedness  then  outstanding  unless each
holder of such Senior Indebtedness has consented thereto in writing.

         Section 11.07.  Notice of  Supplemental  Indenture.  Promptly after the
execution by the Issuer and the Trustee of any supplemental  indenture  pursuant
to Section  11.02,  the Issuer  shall  transmit to the Holders a notice  setting
forth the substance of such supplemental indenture.

                                  ARTICLE XII.

                                    COVENANTS

         Section 12.01. Payment of Principal and Interest.  The Issuer covenants
and  agrees  for the  benefit  of the  Debt  Securities,  that it will  duly and
punctually  pay  the  principal  of and  interest  on  the  Debt  Securities  in

                                       45
<PAGE>

accordance  with the terms of the Debt  Securities  and this  Indenture.  At the
option of the Issuer, each installment of interest on the Debt Securities may be
paid (i) by mailing checks for such interest payable to the order of the holders
of Debt Securities  entitled thereto as they appear on the Securities  Registrar
or (ii) by wire  transfer to any account with a banking  institution  located in
the United  States  designated  by such Person to the Paying Agent no later than
the related record date.

         Section 12.02.  Tax Treatment of the Debt  Securities.  The Issuer will
treat the Debt Securities as  indebtedness,  and the interest payable in respect
of such Debt Securities (including any Additional Amounts) as interest,  for all
U.S.  federal  income  tax  purposes.  All  payments  in  respect  of such  Debt
Securities will be made free and clear of U.S.  withholding  tax provided,  that
any beneficial  owner thereof has provided an Internal  Revenue Service Form W-8
BEN (or any substitute or successor form)  establishing its non-U.S.  status for
U.S. federal income tax purposes.

         Section  12.03.  Maintenance  of  Office or  Agency.  The  Issuer  will
maintain  in  Wilmington,  Delaware,  in  Denver,  Colorado  or in each Place of
Payment  an  office  or  agency  where  Debt  Securities  may  be  presented  or
surrendered  for payment,  where Debt Securities may be surrendered for transfer
or  exchange  and where  notices and demands to or upon the Issuer in respect of
the Debt  Securities  and this  Indenture  may be served.  The Issuer  will give
prompt  written  notice to the  Trustee of the  location,  and any change in the
location,  of such  office or agency.  If at any time the  Issuer  shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof,  such presentations,  surrenders,  notices and demands
may be made or served at the  Corporate  Trust  Office of the  Trustee,  and the
Issuer  hereby  appoints the Trustee as its agent to receive all  presentations,
surrenders, notices and demands.

         The Issuer may also from time to time designate different or additional
offices or agencies to be  maintained  for such  purposes (in or outside of such
Place of  Payment),  and may from time to time  rescind  any such  designations;
provided,  however,  that no such  designation or rescission shall in any manner
relieve the Issuer of its obligations described in the preceding paragraph.  The
Issuer will give prompt written  notice to the Trustee of the location,  and any
change in the location, of such office or agency.

         Section 12.04. Money for Debt Securities; Payments To Be Held in Trust.
If the Issuer shall at any time act as its own Paying Agent with respect of Debt
Securities,  it will, on or before each Interest Payment Date and the Redemption
Date,  segregate  and hold in trust  for the  benefit  of the  Persons  entitled
thereto a sum  sufficient  to pay the  interest and  principal so becoming  due,
respectively,  until  such  sums  shall  be paid to such  Persons  or  otherwise
disposed  of as herein  provided,  and will  promptly  notify the Trustee of its
action or failure so to act.

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<PAGE>

         Whenever the Issuer shall have one or more Paying Agents it will, prior
to each Interest  Payment Date and the  Redemption  Date,  deposit with any such
Paying Agent a sum  sufficient to pay the principal or interest so becoming due,
such sum to be held in trust for the  benefit of the Persons  entitled  thereto,
and (unless  any such  Paying  Agent is the  Trustee)  the Issuer will  promptly
notify the Trustee of its action or failure so to act.

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

                  (a) hold all sums held by it for the payment of the  principal
         of or interest in trust for the benefit of the Persons entitled thereto
         until such sums shall be paid to such Persons or otherwise  disposed of
         as herein provided;

                  (b) give the  Trustee  notice of any default by the Issuer (or
         any  other  obligor  upon the Debt  Securities)  in the  making  of any
         payment of principal of or interest on the Debt Securities; and

                  (c) at any time during the  continuance  of any such  default,
         upon the written  request of the Trustee,  forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

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

         Any money  deposited with the Trustee or any Paying Agent, or then held
by the Issuer,  in trust for the payment of the  principal of or interest on any
Debt  Security and  remaining  unclaimed  for two years after such  principal or
interest  has become due and  payable  shall be paid to the Issuer  upon  Issuer
Request,  or (if then held by the Issuer) shall be  discharged  from such trust,
and the Holder of such Debt Security shall  thereafter,  as an unsecured general
creditor,  look only to the Issuer for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Issuer as trustee thereof, shall thereupon cease; provided, however, that
the  Trustee  or such  Paying  Agent  before  being  required  to make  any such
repayment,  may at the  expense of the  Issuer  cause to be  transmitted  in the
manner  and to the  extent  provided  by Section  1.05,  notice  that such money
remains unclaimed and that, after a date specified  therein,  which shall not be
less than 30 days from the date of such  notification,  any unclaimed balance of
such money then remaining will be repaid to the Issuer.

         Section 12.05.  Officers'  Certificate  as to Default.  The Issuer will
deliver to the Trustee,  on or before a date not more than four months  afterthe
end of  each  fiscal  year  of the  Issuer,  so  long  as  Debt  Securities  are
Outstanding  hereunder,  an Officers'  Certificate  (one of the signers of which
shall be the principal  executive,  principal financial or principal  accounting
officer of the  Issuer),  stating  whether or not to the best  knowledge  of the
signers  thereof the Issuer is in default in the  performance and observation of
any of the terms,  provisions  and  conditions  of this  Indenture,  and, if the
Issuer shall be in default,  specifying all such defaults and the nature thereof
of which they may have knowledge.  Such compliance  shall be determined  without
regard to periods of grace or notice requirements.

                                       47
<PAGE>

         Section 12.06.  Regulatory  Reports.  So long as the only Holder of the
Debt  Securities is Regional  Diversified  Funding  2004-1 Ltd., the Issuer will
deliver  to the Holder a copy of the  Issuer's  quarterly  regulatory  financial
reports  promptly  following  its filing with the  Issuer's  federal  regulatory
authority  (including  each  "Consolidated  Reports of Condition  and Income" on
reporting form FFIEC 031 or 041, or the Federal  Reserve Board's Forms FRY-6 and
FRY-9, or the Office of Thrift Supervision's  "Thrift Financial Report" form, as
applicable,  or such other similar quarterly regulatory reporting form as may be
amended and in affect from time to time).

                                 ARTICLE XIII.

                              TAX EVENT REDEMPTION

         Section  13.01.  Tax  Redemption.  If a Tax  Event  shall  occur and be
continuing,  the  Issuer  shall have the  right,  subject to the  receipt by the
Issuer  of prior  approval  from the  Issuer's  appropriate  federal  regulatory
authority (if then required  under the  applicable  regulations or guidelines of
such regulatory  authority) to redeem the Debt  Securities,  in whole but not in
part, at any time within 90 days following the occurrence of such Tax Event (the
"Tax Redemption Date"), at the Redemption Price.

         Section 13.02. Notice of Redemption. In case the Issuer shall desire to
exercise the right to redeem the Debt Securities,  it shall fix a Tax Redemption
Date and shall mail a notice of such redemption at least 30 and not more than 60
days prior to the Tax Redemption  Date to the holders of the Debt  Securities at
their last addresses as the same appear on the Security  Register.  Such mailing
shall be by first class mail. The notice if mailed in the manner herein provided
shall be  conclusively  presumed  to have been duly  given,  whether  or not the
holder receives such notice. In any case, failure to give such notice by mail or
any defect in the notice to the holder of any Debt Security shall not affect the
validity of the proceedings for the redemption of any other Debt Security.

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

         The Issuer will give the Trustee  notice not less than 45 nor more than
60 days prior to the  Redemption  Date as to the  Redemption  Price at which the
Debt  Securities are to be redeemed and the aggregate  principal  amount of Debt
Securities to be redeemed.

         Section 13.03.  Payment of Debt Securities  Called for  Redemption.  If
notice of  redemption  has been given as  provided  in Section  13.02,  the Debt
Securities with respect to which such notice has been given shall become due and
payable  on the Tax  Redemption  Date and at the place or places  stated in such
notice at the applicable Redemption Price, together with any Additional Amounts,
and on and after said Tax  Redemption  Date (unless the Issuer shall  default in
the payment of such Debt  Securities at the  Redemption  Price)  interest on the

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<PAGE>

Debt Securities shall cease to accrue. Prior to 10:00 a.m. New York City time on
the Tax Redemption Date specified in such notice of redemption,  the Issuer will
deposit  with the Trustee or with one or more  paying  agents an amount of money
sufficient  to redeem  the Debt  Securities  on the Tax  Redemption  Date at the
Redemption  Price.  On  presentation  and surrender of such Debt Securities at a
place of payment  specified in said notice,  such Debt Securities  shall be paid
and redeemed by the Issuer at the Redemption Price.

                                  ARTICLE XIV.

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         Section  14.01.   Indenture  and  Debt  Securities   Solely   Corporate
Obligations.  No recourse for the payment of the principal of or interest on any
Debt Security,  or for any claim based thereon or otherwise in respect  thereof,
and no  recourse  under or upon any  obligation,  covenant or  agreement  of the
Issuer in this Indenture or in any supplemental  indenture,  or in any such Debt
Security,  or because of the creation of any indebtedness  represented  thereby,
shall be had against any incorporator,  stockholder, officer, director, employee
or agent, as such,  past,  present or future,  of the Issuer or of any successor
corporation  of the  Issuer,  either  directly  or  through  the  Issuer  or any
successor  corporation  of the  Issuer,  whether by virtue of any  constitution,
statute or rule of law, or by the  enforcement  of any  assessment or penalty or
otherwise;  it being  expressly  understood  that all such  liability  is hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Debt Securities.

                                  ARTICLE XV.

                        SUBORDINATION OF DEBT SECURITIES

         Section 15.01.  Agreement to Subordinate.  The Issuer,  for itself, its
successors and assigns, covenants and agrees, and each Holder of a Debt Security
likewise  covenants and agrees by such  Holder's  acceptance  thereof,  that the
obligation  of the Issuer to make any payment on account of the principal of and
interest on each and all of the Debt Securities  shall, to the extent and in the
manner  provided  herein,  be subordinate  and junior in right of payment to the
Issuer's obligations to the holders of Senior Indebtedness.

         In   the   event   of   any   insolvency,   bankruptcy,   receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or any liquidation, dissolution or winding-up
of or relating to the Issuer as a whole,  whether voluntary or involuntary,  all
obligations of the Issuer to holders of Senior Indebtedness shall be entitled to
be paid in full before any  payment,  whether in cash,  property  or  otherwise,
shall be made on any account of the  principal of or interest on any of the Debt
Securities.  In the event of any such  proceeding,  after payment in full of all
sums owing with respect to Senior  Indebtedness,  the Holders  shall be entitled
ratably to be paid from the  remaining  assets of the Issuer the  amounts at the
time due and owing on account of unpaid  principal of and  interest,  if any, on
the Debt Securities.  In addition,  in the event of any such proceeding,  if any
payment  or  distribution  of  assets of the  Issuer  of any kind or  character,
whether in cash,  property or securities (other than securities of the Issuer or

                                       49
<PAGE>

any other  corporation  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 Debt
Securities,  to the payment of all Senior  Indebtedness at the time  outstanding
and to any  securities  issued  in  respect  thereof  under  any  such  plan  of
reorganization or readjustment), including any such payment or distribution that
may be payable or deliverable by reason of the payment of any other indebtedness
of the Issuer being subordinated to the payment of the Debt Securities, shall be
received by the Trustee or the Holders before all Senior Indebtedness is paid in
full, such payment or  distribution  shall be held (in trust if received by such
Holders) for the benefit of and shall be paid over to the holders of such Senior
Indebtedness or their  representative  or  representatives  or to the trustee or
trustees under any indenture under which any instruments  evidencing any of such
Senior  Indebtedness  may have been  issued,  ratably,  for  application  to the
payment  of all  Senior  Indebtedness  remaining  unpaid  until all such  Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

         The  subordination  provisions of the foregoing  paragraph shall not be
applicable  to  amounts  at the time due and  owing  on the Debt  Securities  on
account of the unpaid  principal of or interest,  if any, on the Debt Securities
for the payment of which funds have been  deposited in trust with the Trustee or
any  Paying  Agent or have been set aside by the  Issuer in trust in  accordance
with the  provisions of this  Indenture;  nor shall such  provisions  impair any
rights,  interests,  remedies or powers of any secured creditor of the Issuer in
respect  of  any  security  the  creation  of  which  is not  prohibited  by the
provisions of this Indenture.

         The  Holders  of Debt  Securities  and the  Trustee,  in respect of any
claims of the Holders to payment of any  principal or interest in respect of any
Debt Securities,  by their acceptance  thereof will be deemed to have waived any
right of set-off or counterclaim  that such Holders or (subject to Section 6.07)
the Trustee, respectively, in such respect, might otherwise have.

         The  Issuer  shall give  prompt  written  notice to the  Trustee of any
insolvency,   bankruptcy,   receivership,    conservatorship,    reorganization,
readjustment  of  debt,   marshalling  of  assets  and  liabilities  or  similar
proceedings  or any  liquidation,  dissolution  or winding-up or relating to the
Issuer as a whole,  whether  voluntary  or  involuntary,  or of any default with
respect to any Senior  Indebtedness  that would  prevent the Trustee from making
any payment in respect of the Debt Securities  under this Section.  The Trustee,
subject to the provisions of Section 6.01, shall be entitled to assume that, and
may act as if, no such event has occurred  unless a  Responsible  Officer of the
Trustee  assigned to the  Corporate  Trust Office has received at the  Corporate
Trust Office of the Trustee from the Issuer or any one or more holders of Senior
Indebtedness  or any receiver or  conservator of the Issuer (who shall have been
certified or otherwise established to the satisfaction of the Trustee to be such
a holder or trustee) written notice thereof.  Upon any distribution of assets of
the Issuer  referred  to in this  Article,  the  Trustee  and  Holders  shall be
entitled to rely conclusively upon a certificate of the receiver or conservator,
or any order or decree  entered by a court of competent  jurisdiction,  or other
Person making any  distribution to the Trustee or to the Holders for the purpose
of ascertaining  the Persons entitled to participate in such  distribution,  the
holders of the Senior  Indebtedness,  the amount thereof or payable thereon, the
amount or amounts  paid or  distributed  thereon and all other  facts  pertinent

                                       50
<PAGE>

thereto  or to this  Article.  In the  absence  of a  certificate  from any such
liquidating trustee, receiver,  conservator, agent or other Person, the Trustee,
subject to Section 6.01, shall be entitled to rely  conclusively  upon a written
notice by a Person  representing  himself  or  herself  to be a holder of Senior
Indebtedness  (or a trustee  or  representative  on behalf  of such  holder)  as
evidence that such Person is a holder of such Senior  Indebtedness (or is such a
trustee or  representative).  In the event that the Trustee  determines,  in its
discretion,  that further  evidence is required with respect to the right of any
Person,  as a holder of Senior  Indebtedness,  to  participate in any payment or
distribution  pursuant to this  Section,  the Trustee may request such Person to
furnish evidence to the reasonable  satisfaction of the Trustee as to the amount
of such Senior  Indebtedness held by such Person, as to the extent to which such
Person is entitled to  participate  in such payment or  distribution,  and as to
other facts  pertinent to the rights of such Person under this  Section,  and if
such  evidence  is not  furnished,  the Trustee  may,  defer any payment to such
Person pending judicial  determination as to the right of such Person to receive
such payment.

         Section  15.02.  Obligation  of the Issuer  Unconditional  and  Payment
Permitted  if No Default.  Subject to the  provisions  of, this  Article and the
terms of the Debt Securities,  nothing contained in this Article or elsewhere in
this  Indenture  is intended to or shall  impair,  as between the Issuer and the
Holders, the obligation of the Issuer,  which is absolute and unconditional,  to
pay to such Holders the principal of and interest on the Debt  Securities  when,
where and as the same shall become due and payable,  all in accordance  with the
terms of the Debt  Securities,  or is intended to or shall  affect the  relative
rights of such  Holders and  creditors  of the Issuer  other than the holders of
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
the Holder of any Debt Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture,  subject to the rights,  if
any,  under this  Article of the  holders of Senior  Indebtedness  in respect of
cash,  property or  securities  of the Issuer  received upon the exercise of any
such remedy.

         Section 15.03. Limitations on Duties to Holders of Senior Indebtedness.
In the event and  during  the  continuation  of any  default  in the  payment of
principal of or interest on any Senior Indebtedness beyond any applicable period
of grace, or in the event that the maturity of any Senior  Indebtedness has been
accelerated  because of a default,  then, unless and until such default or event
of default  shall have been  cured or waived or shall have  ceased to exist,  no
payment of  principal  of or  interest,  if any, on the Debt  Securities,  or in
respect of any redemption,  exchange, retirement,  purchase or other acquisition
of any of the Debt Securities, shall be made by the Issuer.

         In the event that,  notwithstanding the foregoing, any payment shall be
received  by the  Trustee  when such  payment  is  prohibited  by the  preceding
paragraph of this  Section  15.03,  such payment  shall be held in trust for the
benefit  of,  and shall be paid over or  delivered  to,  the  holders  of Senior
Indebtedness or their respective representatives,  or to the trustee or trustees
under any indenture  pursuant to which any of such Senior  Indebtedness may have
been issued,  as their respective  interests may appear,  but only to the extent
that  the  holders  of the  Senior  Indebtedness  (or  their  representative  or
representatives  or a trustee)  notify the Trustee in writing  within 90 days of
such  payment of the amounts then due and owing on the Senior  Indebtedness  and
only the amounts  specified  in such notice to the Trustee  shall be paid to the
holders of Senior Indebtedness

                                       51
<PAGE>

         Section 15.04.  Notice to Trustee of Facts  Prohibiting  Payments.  The
Issuer shall give prompt written notice to a Responsible  Officer of the Trustee
at the  Corporate  Trust  Office  of any fact  known to the  Issuer  that  would
prohibit  the making of any payment of monies to or by the Trustee in respect of
the  Debt   Securities   pursuant  to  the   provisions   of  this  Article  XV.
Notwithstanding  any of the provisions of this Article or any other provision of
this  Indenture,  the Trustee shall not at any time be charged with knowledge of
the  existence  of any facts that would  prohibit  the making of any  payment of
funds to or by the Trustee unless and until a Responsible Officer of the Trustee
assigned to its  Corporate  Trust  Office shall have  received at the  Corporate
Trust Office  writtennotice  thereof from the Issuer or from one or more holders
of  Senior  Indebtedness  or from any  trustee  therefor  who  shall  have  been
certified by the Issuer or otherwise established to the reasonable  satisfaction
of the Trustee to be such a holder or trustee; and, prior to the receipt of such
written notice, the Trustee, subject to the provisions of Section 6.01, shall be
entitled in all respects to assume that no such facts exist; provided,  however,
that if prior to the fifth  Business  Day  preceding  the date upon which by the
terms  hereof  any such  funds  may  become  payable,  or if prior to the  third
Business Day  preceding  the date of the  execution of  instruments  pursuant to
Section 4.01  acknowledging  satisfaction  and discharge of this Indenture,  the
Trustee shall not have  received with respect to such funds the notice  provided
for  in  this  Section,   then,   anything  herein  contained  to  the  contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys  and/or  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
on or after such date;  provided,  however, no such application shall affect the
obligations  under this  Article of the Persons  receiving  such moneys from the
Trustee.

         Section  15.05.  Application  by Trustee of Moneys  Deposited  With It.
Anything in this Indenture to the contrary notwithstanding, any deposit of a sum
by the Issuer  with the  Trustee or any agent  (whether or not in trust) for any
payment of the principal of or interest on any Debt Securities shall,  except as
provided in Section 15.04, be subject to the provisions of Section 15.01.

         Section  15.06.  Subrogation.  Subject  to the  payment  in full of all
Senior  Indebtedness,  the  Holders  shall be  subrogated  to the  rights of the
holders of such Senior  Indebtedness  to receive  payments or  distributions  of
assets of the  Issuer  applicable  to such  Senior  Indebtedness  until the Debt
Securities  shall be paid in full, and none of the payments or  distributions to
the  holders of such  Senior  Indebtedness  to which the  Holders or the Trustee
would be entitled except for the provisions of this Article or of payments over,
pursuant  to the  provisions  of this  Article,  to the  holders of such  Senior
Indebtedness  by the Holders or the  Trustee  shall,  as among the  Issuer,  its
creditors other than the holders of such Senior  Indebtedness,  and the Holders,
be  deemed  to be a  payment  by the  Issuer  to or on  account  of such  Senior
Indebtedness;  it being  understood  that the provisions of this Article are and
are  intended  solely for the purpose of  defining  the  relative  rights of the
Holders, on one hand, and the holders of the Senior  Indebtedness,  on the other
hand.

         Section 15.07.  Subordination  Rights Not Impaired by Acts or Omissions
of Bank or Holders  of Senior  Indebtedness.  No right of any  present or future
holders of any Senior  Indebtedness to enforce  subordination as herein provided
shall at any time in any way be  prejudiced or impaired by any act or failure to

                                       52
<PAGE>

act on the part of the Issuer or by any act or failure to act, in good faith, by
any  such  holder,  or by  any  noncompliance  by the  Issuer  with  the  terms,
provisions and covenants of this Indenture,  regardless of any knowledge thereof
with which any such  holder may have or be  otherwise  charged.  The  holders of
Senior  Indebtedness may, at any time or from time to time and in their absolute
discretion,  change the manner, place or terms of payment,  change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement  any  instrument  pursuant to which any such Senior  Indebtedness  is
issued or by which it may be  secured,  or release  any  security  therefor,  or
exercise or refrain from  exercising  any other of their rights under the Senior
Indebtedness  including,  without limitation,  the waiver of default thereunder,
all  without  notice to or assent  from the  Holders or the  Trustee and without
affecting the  obligations of the Issuer,  the Trustee or the Holders under this
Article.

         Section 15.08.  Authorization of Trustee to Effectuate Subordination of
Debt  Securities.  Each  Holder  of a Debt  Security,  by his or her  acceptance
thereof,  authorizes  and expressly  directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate  to  effectuate,  as between
the Holders and the holders of Senior Indebtedness,  the subordination  provided
in this Article.  If, in the event of any proceeding or other action relating to
the Issuer referred to in the second  paragraph of Section 15.01, a proper claim
or proof of debt in the form required in such  proceeding or action is not filed
by or on behalf of the  Holders  prior to 15 days before the  expiration  of the
time to file  such  claim or  claims,  then the  holder  or  holders  of  Senior
Indebtedness  shall have the right to file and are hereby  authorized to file an
appropriate claim for and on behalf of the Holders.

         Section  15.09.  Right of  Trustee  to Hold  Senior  Indebtedness.  The
Trustee  shall be  entitled  to all of the rights  set forth in this  Article in
respect  of any  Senior  Indebtedness  at any time held by it in its  individual
capacity to the same extent as any other holder of such Senior Indebtedness, and
nothing in this  Indenture  shall be  construed to deprive the Trustee of any of
its rights as such holder.

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

         Nothing in this  Article XV shall apply to claims of, or  payments  to,
the Trustee under or pursuant to Section 6.07.

         Section 15.10.  Article XV Not to Prevent Defaults (Including Events of
Default).  The  failure  to make a  payment  pursuant  to the  terms of the Debt
Securities  by reason of any provision in this Article shall not be construed as
preventing the occurrence of a Default (including an Event of Default, if any).

                                       53
<PAGE>

         Section 15.11.  Article Applicable to Paying Agents. The term "Trustee"
as used in this Article shall (unless the context  shall  otherwise  require) be
construed  as  extending to and  including  each Paying  Agent  appointed by the
Issuer and acting  hereunder  within its  meaning as fully for all  intents  and
purposes as if the Paying  Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Sections 15.04 and 15.09 shall not
apply to the  Issuer  or any  Affiliate  of the  Issuer  if the  Issuer  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.








                                       54
<PAGE>


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

                            Matrix Bancorp, Inc.


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


                            Wells Fargo Bank, National Association,
                            as Trustee, Paying Agent and Securities
                            Registrar



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




                                       55
<PAGE>


                                                                      EXHIBIT A

            FORM OF FLOATING RATE SUBORDINATED DEBT SECURITY DUE 2014

                               [FACE OF SECURITY]

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES TO OFFER,  SELL OR OTHERWISE  TRANSFER
SUCH  SECURITY  ONLY (A) TO THE  ISSUER,  (B)  PURSUANT  TO RULE 144A  UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN
THAT THE  TRANSFER IS BEING MADE IN  RELIANCE  ON RULE 144A,  (C) TO A "NON-U.S.
PERSON"  IN AN  "OFFSHORE  TRANSACTION"  PURSUANT  TO  REGULATION  S  UNDER  THE
SECURITIES  ACT,  (D)  TO  AN  "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," FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (E)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  AND PROSPECTUS  REQUIREMENTS  OF THE OCC,  SUBJECT TO THE ISSUER'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO
REQUIRE  THE  DELIVERY  OF  AN  OPINION  OF  COUNSEL,   CERTIFICATION  OR  OTHER
INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH
MAY BE OBTAINED FROM THE ISSUER. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL
COMPLY WITH THE FOREGOING RESTRICTIONS.

NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO ANY  APPLICABLE  REGISTRATION  REQUIREMENTS  UNDER FEDERAL LAW OR AN
EXEMPTION FROM SUCH REGISTRATION  REQUIREMENTS OR UNLESS SUCH TRANSACTION IS NOT
SUBJECT TO ANY SUCH  REGISTRATION  REQUIREMENTS.  THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE  TRANSFER SUCH SECURITY
ONLY  (A) TO THE  ISSUER,  (B)  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM  ANY
APPLICABLE  REGISTRATION  REQUIREMENTS  OR (C) IF  SUCH  OFFER,  SALE  OR  OTHER
TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER APPLICABLE FEDERAL LAW, SUBJECT TO
THE ISSUER'S RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER PURSUANT TO CLAUSE
(B) OR (C) TO REQUIRE THE  DELIVERY OF AN OPINION OF COUNSEL,  CERTIFICATION  OR
OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF
WHICH MAY BE OBTAINED FROM THE ISSUER.

                                       A-1
<PAGE>

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

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

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

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

THIS  OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED  STATES,  INCLUDING THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE
CLAIMS OF  GENERAL  AND  SECURED  CREDITORS  OF THE  ISSUER,  IS  INELIGIBLE  AS
COLLATERAL FOR A LOAN BY THE ISSUER AND IS NOT SECURED.

                                      A-2

<PAGE>


                Floating Rate Subordinated Debt Security Due 2014
                                       of
                              Matrix Bancorp, Inc.

Matrix Bancorp, Inc. (the "Issuer"), for value received,  hereby promises to pay
to Citigroup  Global Markets Inc., (the "Holder"),  or registered  assigns,  the
principal sum of Ten Million  Dollars  ($10,000,000)  on May 8, 2014, and to pay
interest  thereon from  February 13, 2004, or the most recent  interest  payment
date (each such date,  an "Interest  Payment  Date") to which  interest has been
paid or duly provided  for,  quarterly in arrears on February 8, May 8, August 8
and  November 8 of each year  commencing  May 8, 2004,  at -a variable per annum
rate equal to LIBOR (as  defined  in the  Indenture)  plus 2.75% (the  "Interest
Rate") until the principal hereof shall have become due and payable,  and on any
overdue  principal  and (without  duplication  and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest  at an annual rate equal to the  Interest  Rate in effect for each such
period compounded quarterly subject to the occurrence of a Reset Event. Upon the
occurrence  of a Reset Event,  the  applicable  LIBOR will be reset on the Reset
Date to be equal to the LIBOR applicable on the newly issued securities with the
same LIBOR Determination  Dates issued by other national banks,  federal savings
banks, banking organizations, bank holding companies or thrift holding companies
who issue LIBOR based 10 year floating rate  securities to Regional  Diversified
Funding 2004-1 Ltd. or another pooled trust preferred vehicle  designated by the
Initial Purchaser (as defined in the Purchase Agreement). The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day
year and the actual number of days elapsed in the relevant  interest period.  In
the event that any date on which the  principal  or  interest is payable on this
Debt  Security is not a Business  Day, then the payment of principal or interest
on such date will be made on the next  succeeding  day that is a  Business  Day,
except that, if such Business Day is in the next succeeding  calendar year, such
payment shall be made on the  immediately  preceding  Business Day, in each case
with the same force and effect as if made on such date. The interest installment
so payable,  and punctually  paid or duly provided for, on any Interest  Payment
Date will,  as  provided in the  Indenture,  be paid to the Person in whose name
this Debt  Security (or one or more  Predecessor  Securities,  as defined in the
Indenture) is registered at the close of business on the Regular Record Date for
such interest installment, which shall be the fifteenth day prior to an Interest
Payment  Date  whether or not such date is a  Business  Day.  Any such  interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered holders on such Regular Record Date and may be paid to
the Person in whose name this Debt  Security  (or one or more  Predecessor  Debt
Securities)  is registered at the close of business on a special  record date to
be fixed by the  Trustee  for the  payment of such  defaulted  interest,  notice
whereof shall be given to the registered holders of the Debt Securities not more
than 15 days and not less than 10 days prior to such special record date, all as
more fully provided in the Indenture,  or in any other lawful manner  consistent
with the provisions of the Indenture. The principal of and interest on this Debt
Security  shall be  payable  at the  office or agency of the  Trustee  (or other
Paying Agent appointed by the Issuer) maintained for that purpose in any coin or
currency  of the United  States of America  that at the time of payment is legal
tender for payment of public and private debts; provided,  however, that payment
of  interest  may,  be made at the option of the  Issuer by check  mailed to the
registered holder at such address as shall appear in the Security Register or by
wire transfer to an account appropriately designated by the holder hereof.

                                       A-4
<PAGE>

This Debt  Security  is not  subject to  redemption,  repayment,  repurchase  or
retirement prior to maturity unless certain events occur involving U.S. taxation
as set forth in the Indenture, and is not subject to any sinking fund.

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

The Issuer waives demand, presentment for payment, notice of nonpayment,  notice
of protest, and all other notices.

This Debt  Security  shall not be entitled to any  benefit  under the  Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
certificate of  authentication  hereon shall have been signed by or on behalf of
the Trustee.

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
















                                      A-5
<PAGE>


         IN WITNESS WHEREOF, the Issuer has duly executed this certificate.

                                           Matrix Bancorp, Inc.



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


Dated:  February 13, 2004













                          CERTIFICATE OF AUTHENTICATION

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

                                       Wells Fargo Bank,  National Association,
                                       not  in  its individual   capacity   but
                                       solely as Trustee


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

Dated:  February 13, 2004



                                       A-6
<PAGE>



                              [REVERSE OF SECURITY]

                  This Debt Security is one of a duly authorized  series of Debt
Securities  of the Issuer,  all issued or to be issued  pursuant to an Indenture
(the  "Indenture")  dated as of February 13, 2004,  duly  executed and delivered
between the Issuer and Wells Fargo Bank, National  Association,  as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for a  description  of  the  rights,  limitations  of  rights,
obligations, duties and immunities thereunder of the Trustee, the Issuer and the
holders  of the Debt  Securities  of which  this Debt  Security  is a part.  The
summary of the terms of this Debt Security  contained herein does not purport to
be complete and is qualified by reference to the Indenture.  In the event of any
conflict between the terms of this Debt Security and the Indenture, the terms of
this Debt Security shall be controlling.

                  Upon the occurrence and continuation of a Tax Event, this Debt
Security  may become  due and  payable,  in whole but not in part,  at any time,
within 90 days following the  occurrence of such Tax Event (the "Tax  Redemption
Date"), at the Redemption Price.

                  Any  redemption  pursuant to the preceding  paragraph  will be
made,  subject to the receipt by the Issuer of prior  approval  from the OTS, if
then required under  applicable  capital  guidelines or policies of the OTS upon
not less than 30 days' nor more than 60 days' notice.

                  In case an Event of  Default,  as  defined  in the  Indenture,
shall  have  occurred  and be  continuing,  the  principal  of  all of the  Debt
Securities  may be  declared  due and  payable,  and upon  such  declaration  of
acceleration  shall become due and payable,  in the manner,  with the effect and
subject to the conditions provided in the Indenture. Any such redemption will be
made, subject to the receipt by the Issuer of prior approval from the OTS.

                  Redemption at maturity is subject to the receipt by the Issuer
of prior written approval from the OTS.

                  The Indenture  contains  provisions  permitting the Issuer and
the Trustee,  (with certain  exceptions as provided in the  Indenture)  with the
consent of the holders of not less than a majority in aggregate principal amount
of the Debt Securities at the time outstanding affected thereby, as specified in
the Indenture,  to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Debt Securities;  provided,  however,  that no such
supplemental  indenture  shall,  among other things,  without the consent of the
holders of each Debt Security then  outstanding and affected  thereby (i) change
the fixed  maturity of the Debt  Securities  or any Interest  Payment  Date,  or
reduce the  principal  amount of any Debt Security or the Interest Rate thereon,
or reduce the amount  provable in bankruptcy  or insolvency  pursuant to Section
5.04 of the Indenture,  or change the place of payment for any Debt Security, or
the currency in which any Debt Security or any interest  thereon is payable,  or
impair or affect the right of any holder of Debt  Securities  to institute  suit
for the  payment  thereof,  or (ii)  reduce  the  aforesaid  percentage  of Debt
Securities,   the  holders  of  which  are  required  to  consent  to  any  such
supplemental  indenture or any waiver of compliance  with certain  provisions of
the Indenture or any Event of Defaults  thereunder and their  consequences.  The
Indenture contains provisions  permitting the holders of a majority in aggregate
principal amount of the Debt Securities at the time outstanding affected thereby

                                       A-1-1
<PAGE>

as  provided  in the  Indenture,  on  behalf of all of the  holders  of the Debt
Securities,  to  waive  any past  Event  of  Default.  Any  such  waiver  by the
registered  holder of this Debt  Security  (unless  revoked as  provided  in the
Indenture)  shall be conclusive and binding upon such holder and upon all future
holders  and owners of this Debt  Security  and of any Debt  Security  issued in
exchange  herefor or in place  hereof  (whether by  registration  of transfer or
otherwise),  irrespective  of whether or not any notation of such waiver is made
upon this Debt Security.

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

                  As   provided  in  the   Indenture   and  subject  to  certain
limitations  herein and therein set forth, this Debt Security is transferable by
the  registered  holder  hereof on the  Security  Register of the  Issuer,  upon
surrender of this Debt  Security for  registration  of transfer at the office or
agency  of  the  Trustee  in  Wilmington,  Delaware  accompanied  by  a  written
instrument or instruments of transfer in form  satisfactory to the Issuer or the
Trustee duly executed by the registered  holder hereof or such holder's attorney
duly  authorized in writing,  and  thereupon one or more new Debt  Securities of
authorized  denominations  and for the same aggregate  principal  amount will be
issued to the designated  transferee or  transferees.  No service charge will be
made for any such  registration of transfer,  but the Issuer may require payment
of a sum  sufficient to cover any tax or other  governmental  charge  payable in
relation thereto.

                  Prior to due presentment for  registration of transfer of this
Debt Security,  the Issuer, the Trustee,  any  Authenticating  Agent, any Paying
Agent,  any  transfer  agent and the Security  Registrar  may deem and treat the
registered  holder hereof as the absolute owner hereof (whether or not this Debt
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon) for the purpose of receiving  payment of or on account of the  principal
hereof and  interest  due hereon and for all other  purposes,  and  neither  the
Issuer nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any
transfer agent nor any Security Registrar shall be affected by any notice to the
contrary.

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

                  The  Debt   Securities   are  issuable   only  in   registered
certificated  form without coupons.  As provided in the Indenture and subject to
certain  limitations  herein and  therein  set forth,  the Debt  Securities  are
exchangeable  for a like  aggregate  principal  amount of Debt  Securities  of a
different authorized  denomination,  as requested by the holder surrendering the
same.

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


                                       A-1-2
<PAGE>

                  THE INDENTURE AND THE DEBT SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH APPLICABLE FEDERAL LAWS AND THE LAW OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE.
















                                     A-1-3