<PAGE>
                                                                     EXHIBIT 4.3
================================================================================




                              BANKNORTH GROUP, INC.

                                       TO

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

                                     TRUSTEE

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

                                    INDENTURE

                                 ______ __, 20__


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



                                SENIOR SECURITIES



================================================================================
<PAGE>
                                                                     EXHIBIT 4.3


                              BANKNORTH GROUP, INC.

         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                    INDENTURE, DATED AS OF ________ __, 20__

<TABLE>
<CAPTION>
 TRUST INDENTURE
   ACT SECTION                                                                                INDENTURE SECTION
   -----------                                                                                -----------------
<S>                                                                                           <C>
Section 310(a)(1)   ........................................................................  609
           (a)(2)   ........................................................................  609
           (a)(3)   ........................................................................  Not Applicable
           (a)(4)   ........................................................................  Not Applicable
           (a)(5)   ........................................................................  609
           (b)      ........................................................................  608
                                                                                              610

Section 311         ........................................................................  613
Section 312(a)      ........................................................................  701
                                                                                              702(a)

           (b)      ........................................................................  702(b)
           (c)      ........................................................................  702(c)
Section 313         ........................................................................  703
Section 314(a)      ........................................................................  704
           (b)      ........................................................................  Not Applicable
           (c)(1)   ........................................................................  102
           (c)(2)   ........................................................................  102
           (c)(3)   ........................................................................  Not Applicable
           (d)      ........................................................................  Not Applicable
           (e)      ........................................................................  102
Section 315(a)      ........................................................................  601
           (b)      ........................................................................  602
           (c)      ........................................................................  601
           (d)      ........................................................................  601
           (e)      ........................................................................  514
Section 316(a)      ........................................................................  101
           (a)(1)(A)........................................................................  502
                                                                                              512
           (a)(1)(B)........................................................................  513
           (a)(2)   ........................................................................  Not Applicable
           (b)      ........................................................................  508
Section 317(a)(1)   ........................................................................  503
           (a)(2)   ........................................................................  504
           (b)      ........................................................................  1003
Section 318(a)      ........................................................................  107
</TABLE>

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Note: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.
<PAGE>
                                TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
PARTIES...........................................................................................................1
RECITALS OF THE COMPANY...........................................................................................1

                                                    ARTICLE ONE

                              Definitions and Other Provisions of General Application

Section 1.01.     Definitions.....................................................................................1
Section 1.02.     Compliance Certificates and Opinions............................................................5
Section 1.03.     Form of Documents Delivered to Trustee..........................................................6
Section 1.04.     Acts of Holders.................................................................................6
Section 1.05.     Notices, Etc. to Trustee and Company............................................................7
Section 1.06.     Notice to Holders; Waiver.......................................................................7
Section 1.07.     Compliance with Trust Indenture Act.............................................................7
Section 1.08.     Effect of Headings and Table of Contents........................................................7
Section 1.09.     Successors and Assigns..........................................................................8
Section 1.10.     Separability Clause.............................................................................8
Section 1.11.     Benefits of Indenture...........................................................................8
Section 1.12.     Governing Law...................................................................................8
Section 1.13.     Legal Holidays..................................................................................8

                                                    ARTICLE TWO

                                                   Security Forms

Section 2.01.     Forms Generally.................................................................................8
Section 2.02.     Form of Face of Security........................................................................9
Section 2.03.     Form of Reverse of Security....................................................................10
Section 2.04.     Form of Trustee's Certificate of Authentication................................................12
Section 2.05.     Form of Legend for Global Securities...........................................................13

                                                   ARTICLE THREE

                                                   The Securities

Section 3.01.     Amount Unlimited; Issuable in Series...........................................................13
Section 3.02.     Denominations..................................................................................15
Section 3.03.     Execution, Authentication, Delivery and Dating.................................................15
Section 3.04.     Temporary Securities...........................................................................16
Section 3.05.     Registration, Registration of Transfer and Exchange............................................17
Section 3.06.     Mutilated, Destroyed, Lost and Stolen Securities...............................................18
Section 3.07.     Payment of Interest; Interest Rights Preserved.................................................18
Section 3.08.     Persons Deemed Owners..........................................................................19
Section 3.09.     Cancellation...................................................................................19
Section 3.10.     Computation of Interest........................................................................20
Section 3.11.     Payment to be in Proper Currency...............................................................20
</TABLE>

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Note: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.


                                       i
<PAGE>
<TABLE>
                                                    ARTICLE FOUR

                                             Satisfaction and Discharge

<S>                                                                                                              <C>
Section 4.01.     Satisfaction and Discharge of Indenture........................................................20
Section 4.02.     Application of Trust Money.....................................................................21

                                                   ARTICLE FIVE

                                                      Remedies

Section 5.01.     Events of Default..............................................................................21
Section 5.02.     Acceleration of Maturity; Rescission and Annulment.............................................23
Section 5.03.     Collection of Indebtedness and Suits for Enforcement by Trustee................................24
Section 5.04.     Trustee May File Proofs of Claim...............................................................24
Section 5.05.     Trustee May Enforce Claims Without Possession of Securities....................................25
Section 5.06.     Application of Money Collected.................................................................25
Section 5.07.     Limitation on Suits............................................................................25
Section 5.08.     Unconditional Right of Holders to Receive Principal, Premium and Interest......................26
Section 5.09.     Restoration of Rights and Remedies.............................................................26
Section 5.10.     Rights and Remedies Cumulative.................................................................26
Section 5.11.     Delay or Omission Not Waiver...................................................................26
Section 5.12.     Control by Holders.............................................................................26
Section 5.13.     Waiver of Past Defaults........................................................................27
Section 5.14.     Undertaking for Costs..........................................................................27
Section 5.15.     Waiver of Tax or Extension Laws................................................................28

                                                    ARTICLE SIX

                                                    The Trustee

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

                                                   ARTICLE SEVEN

                                 Holders' Lists and Reports by Trustee and Company

Section 7.01.     Company to Furnish Trustee Names and Addresses of Holders......................................34
Section 7.02.     Preservation of Information; Communications to Holders.........................................34
Section 7.03.     Reports by Trustee.............................................................................34
Section 7.04.     Reports by Company.............................................................................35
</TABLE>

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      of the Indenture.

                                       ii
<PAGE>
<TABLE>
                                                   ARTICLE EIGHT

                                Consolidation, Merger, Conveyance, Transfer or Lease

<S>                                                                                                              <C>
Section 8.01.     Company May Consolidate, Etc., Only on Certain Terms...........................................35
Section 8.02.     Successor Substituted..........................................................................36

                                                    ARTICLE NINE

                                              Supplemental Indentures

Section 9.01.     Supplemental Indentures Without Consent of Holders.............................................36
Section 9.02.     Supplemental Indentures with Consent of Holders................................................37
Section 9.03.     Execution of Supplemental Indentures...........................................................38
Section 9.04.     Effect of Supplemental Indentures..............................................................38
Section 9.05.     Conformity with Trust Indenture Act............................................................38
Section 9.06.     Reference in Securities  to Supplemental Indentures............................................38
Section 9.07.     Notice of Supplemental Indentures..............................................................38

                                                    ARTICLE TEN

                                                     Covenants

Section 10.01.    Payment of Principal, Premium and Interest.....................................................38
Section 10.02.    Maintenance of Office or Agency................................................................39
Section 10.03.    Money for Securities Payments to Be Held in Trust..............................................39
Section 10.04.    Existence......................................................................................40
Section 10.05.    Maintenance of Properties......................................................................40
Section 10.06.    Payment of Taxes and Other Claims..............................................................40
Section 10.07.    Limitations on Disposition of Voting Stock of Principal Subsidiary Banks.......................40
Section 10.08.    Restrictions on Liens..........................................................................41
Section 10.09.    Waiver of Certain Covenants....................................................................41

                                                   ARTICLE ELEVEN

                                              Redemption of Securities

Section 11.01.    Applicability of Article.......................................................................41
Section 11.02.    Election to Redeem; Notice to Trustee..........................................................41
Section 11.03.    Selection by Trustee of Securities to Be Redeemed..............................................42
Section 11.04.    Notice of Redemption...........................................................................42
Section 11.05.    Deposit of Redemption Price....................................................................42
Section 11.06.    Securities Payable on Redemption Date..........................................................43
Section 11.07.    Securities Redeemed in Part....................................................................43

                                                   ARTICLE TWELVE

                                                   Sinking Funds

Section 12.01.    Applicability of Article.......................................................................43
Section 12.02.    Satisfaction of Sinking Fund Payments with Securities..........................................43
Section 12.03.    Redemption of Securities for Sinking Fund......................................................44

TESTIMONIUM......................................................................................................45
SIGNATURES AND SEALS.............................................................................................45
ACKNOWLEDGMENTS..................................................................................................46
</TABLE>

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Note: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

                                      iii
<PAGE>
                                                                     EXHIBIT 4.3

         INDENTURE, dated as of ________ __, 20__, between Banknorth Group,
Inc., a corporation duly organized and existing under the laws of the State of
Maine (herein called the "Company"), having its principal office at Two Portland
Square, Portland, Maine 04112, and ______________________, a Corporation duly
organized and existing under the laws of the State of ____________, as Trustee
(herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             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:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) any gender used in this Indenture shall be deemed and
         construed to include correlative words of the masculine, feminine or
         neuter gender;

                  (4) 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 at the date of
         such computation; and

                  (5) 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.

         Certain terms, used principally in Article Six, are defined in that
Article.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "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
<PAGE>
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" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

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

         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions generally in that Place of Payment or Portland, Maine are
authorized or obligated by law or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

         "Company" means the Person named as the "Company" 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,
"Company" shall mean such successor corporation.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President, its Treasurer, an Assistant Treasurer or
Senior Vice President, and by a Vice President, and delivered to the Trustee.

         "Corporate Trust Office" means the office of the Trustee in the Borough
of Manhattan, The City of New York at which at any particular time its corporate
trust business shall be principally administered, which office on the date of
execution of this Indenture is located at ____________________________________.

         "Corporation" includes corporations, associations, companies,
joint-stock companies and business trusts.

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

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the clearing agency registered under the Exchange Act, specified for
that purpose as contemplated by Section 3.01 or any successor clearing agency
registered under the Exchange Act as contemplated by Section 3.05, and if at any
time there is more than one such Person, "Depositary" as used with respect to
the Securities of any series shall mean the Depositary with respect to the
Securities of such series.

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

         "Exchange Act" means the Securities and Exchange Act of 1934, as
amended.

         "Global Security" means a Security bearing the legend specified in
Section 2.05 evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominees, and registered in the name of such
Depositary or nominee.

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


                                       2
<PAGE>
         "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
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument due the appointment of one
or more separate Trustees for any one or more separate series of Securities
pursuant to Section 6.10(e), "Indenture shall mean, with respect to such series
of Securities for which any such Person is Trustee, 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 and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 3.01, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

         "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

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

         "Officers' Certificate" means a certificate signed by the Treasurer, an
Assistant Treasurer or a Senior Vice President of the Company, and by a Vice
President of the Company, and delivered to the Trustee.

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

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

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

                  (iii) Securities which have been paid pursuant to Section 3.06
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, (i) the principal
amount of an Original Issue Discount


                                       3
<PAGE>
Security that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to Section
5.02, (ii) the principal amount of a Security denominated in one or more foreign
currencies or currency units that shall be deemed to be Outstanding shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 3.01 as of the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent, determined as of the date of original issuance of such
Security, of the amount determined as provided in (i) above) of such Security as
determined by the Company pursuant to Section 3.01, and (iii) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company 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 request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) and/or interest on any Securities on behalf
of the Company.

         "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest (or formula for determining the rate or
rates of interest), if any, thereon, the Stated Maturity or Maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company or its agents upon the issuance of such Securities.

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place of places where the principal of (and premium, if any)
and/or interest on the Securities of that series are payable, where Securities
of that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served as specified as contemplated by
Section 3.01.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Principal Subsidiary Bank" means Banknorth N.A. and its successors
(whether by consolidation, merger, conversion, transfer of substantially all
their assets and business or otherwise) so long as such bank or any such
successor is a Subsidiary.

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

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee assigned by it to administer its corporate trust matters.


                                       4
<PAGE>
         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "Subsidiary" means a Corporation more than 50% of the outstanding
Voting Stock of which is owned, directly or indirectly, by the Company and/or by
one or more of its Subsidiaries.

         "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 or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 9.05.

         "Vice President", when used with respect to the Company, means any vice
president, whether or not designated by a number or a word or words added before
or after the title "vice president".

         "Voting Stock", when used with respect to a Corporation, means stock of
the class or classes having general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers, or trustees of
such Corporation (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).

SECTION 1.02.   COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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


                                       5
<PAGE>
                  (3) 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

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

         (a)      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 of more instruments of
substantially similar tenor signed by such Holders in person or by an agent 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 Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

         (c) The ownership of Securities shall be proved by the Security
Register. The Company may fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of Securities of such series made by any Person
in respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 701) prior to such first


                                       6
<PAGE>
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Securities, only the
Holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to give or take, or vote on, the relevant action.

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

SECTION 1.05.   NOTICES, ETC. TO TRUSTEE AND COMPANY.

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

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with a Responsible Officer of the Trustee at its
         Corporate Trust Office, Attention: Corporate Trust Administration, or

                  (2) the Company 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, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument (Attention:
         Treasurer) or at any other address previously furnished in writing to
         the Trustee by the Company.

SECTION 1.06.   NOTICE TO HOLDERS; WAIVER.

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

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

SECTION 1.07.   COMPLIANCE WITH TRUST INDENTURE ACT.

         This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act that are required to be part of this Indenture. If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required under such Act to be a part of and govern
this Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.

SECTION 1.08.   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.


                                       7
<PAGE>
SECTION 1.09.   SUCCESSORS AND ASSIGNS.

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

SECTION 1.10.   SEPARABILITY CLAUSE.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11.   BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto, any Authenticating
Agent, any Paying Agent, any Securities Registrar, and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 1.12.   GOVERNING LAW.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

SECTION 1.13.   LEGAL HOLIDAYS.

         Except as may be otherwise specified with respect to any particular
series, in any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) 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 the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 2.01.   FORMS GENERALLY.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution and set forth in an Officers' Certificate or
established by one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
3.03 for the authentication and delivery of such Securities.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture.

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


                                       8
<PAGE>
SECTION 2.02.   FORM OF FACE OF SECURITY.

        [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
                            REGULATIONS THEREUNDER.]

                              BANKNORTH GROUP, INC.
                           ___________________________

No. _______                                                           [$]_______

         Banknorth Group, Inc., a Corporation duly organized and existing under
the laws of Maine (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ______________, or registered assigns, the
principal sum of ________________ [Dollars] on _____________ [If the Security is
to bear Interest prior to Maturity, insert -- , and to pay interest thereon from
______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, ______________ on ______________ and
______________ in each year, commencing ______________, at the rate of ...% per
annum, until the principal hereof is paid or made available for payment [if
applicable insert -- , and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of ...% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
______________ or ______________ (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture]. [If the Security is not to bear
interest prior to Maturity, insert -- The Principal of this Security shall not
bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal of this Security shall bear interest at the rate of __% per annum (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment
of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal
that is not so paid on demand shall bear interest at the rate of ...% per annum
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment
of such interest has been made or duly provided for, and such interest shall
also be payable on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ______________, in such
coin or currency [of the United States of America] as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert -- ;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

         [If applicable, insert -- [The Securities of this series are/This
Security is] subject to redemption prior to the Stated Maturity as described on
the reverse hereof.]

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                       9
<PAGE>
         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                                           BANKNORTH GROUP, INC.

                                                           By __________________

Attest:



SECTION 2.03.   FORM OF REVERSE OF SECURITY.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of __________ __, 2002 (herein called the
"Indenture"), between the Company and ________________, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to [$]____]. By the
terms of the Indenture, additional Securities [if applicable, insert -- of this
series and] of other separate series, which may vary as to date, amount, Stated
Maturity, interest rate or method of calculating the interest rate and in other
respects as therein provided, may be issued in an unlimited principal amount.

         [If applicable, insert -- [The Securities of this series are/This
Security is] subject to redemption prior to the Stated Maturity hereof upon not
less than 30 days' notice by mail to the Person[s] in whose name[s] [the
Securities to be redeemed are/this Security is] registered at the address
specified in the Security Register, [if applicable, insert -- (1) on ___________
in any year commencing with the year _______ and ending with the year _______
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [on or after
______], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [on or before _____, ___%, and if redeemed] during the 12-month period
beginning _________ of the year indicated,

<TABLE>
<CAPTION>
            YEAR                      REDEMPTION                    YEAR                     REDEMPTION
            ____                        PRICE                       ____                       PRICE
                                      __________                                             __________
<S>                                   <C>                           <C>                      <C>
</TABLE>

and thereafter at a Redemption Price equal to ___% of the principal amount, [if
applicable, insert -- , together in the case of any such redemption [if
applicable, insert -- (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, provided, however,
that installments of interest whose Stated Maturity is on or prior to such
Redemption Date will be payable to the [Holders of such Securities/Holder of
this Security] (or one or more Predecessor Securities) of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture]. [If there is no sinking fund, insert -- [The
Securities of this series are/This Security is] not subject to any sinking
fund.]

         [If applicable, insert -- [The Securities of this series are/This
Security is] subject to redemption prior to the Stated Maturity hereof upon not
less than 30 days' notice by mail to the Person[s] in whose name[s] [the
Securities to be redeemed are/this Security is] registered at the address
specified in the Security Register, (1) on _______ in


                                       10
<PAGE>
any year commencing with the year ___ and ending with the year ___ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after _______], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principle amount) set forth in the table
below. If redeemed during the 12-month period beginning _______ of the years
indicated,

<TABLE>
<CAPTION>
                                                REDEMPTION PRICE                   REDEMPTION PRICE FOR
                                                 FOR REDEMPTION                    REDEMPTION OTHERWISE
                                                THROUGH OPERATION                 THAN THROUGH OPERATION
                YEAR                                 OF THE                         OF THE SINKING FUND
                ____                              SINKING FUND                    ______________________
                                                _________________
<S>                                             <C>                               <C>
</TABLE>

and thereafter at a Redemption Price equal to ____% of the principal amount, [if
applicable, insert -- , together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, provided, however, that installments of interest whose Stated
Maturity is on or prior to such Redemption Date will be payable to the [Holders
of such Securities/Holder of this Security] (or one or more Predecessor
Securities) of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture].]

         [Notwithstanding the foregoing, the Company may not, prior to _______,
redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than ___% per annum.]

         [The sinking fund for this series provides for the redemption on ______
in each year beginning with the year _____ and ending with the year _____ of
[not less than] [$]_________ [("mandatory sinking fund") and not more than
[$]_____] aggregate principal amount of Securities of this series. [Securities
of this series acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made -- in the inverse order in
which they become due.]]

         [In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor of an authorized
denomination for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

         [If the Security is not an Original Issue Discount Security, -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may (subject to the
conditions set forth in the Indenture) be declared due and payable in the manner
and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, a lesser amount than the principal amount due at the Stated Maturity
of the Securities of this series may (subject to the conditions set forth in the
Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. The amount due and payable on this Security in the
event that this Security is declared due and payable prior to the Stated
Maturity hereof shall be -- insert formula for determining the amount -- or in
the event that this Security is redeemed shall be the specified percentage of --
insert formula for determining the amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the
Securities of this series shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each


                                       11
<PAGE>
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected and, for certain purposes, without the consent of the Holders of any
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         [If the Security is an Original Issue Discount Security, -- In
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Securities, the principal amount of any Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon the acceleration of the Maturity thereof.]

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

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

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

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

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

         The Securities shall be governed by and construed in accordance with
the laws of the State of New York.

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

SECTION 2.04.   FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         This is one of the Securities of the series designated herein and
issued pursuant to the within-mentioned Indenture.


                                       12
<PAGE>
                                                  ------------------------------
                                                  as Trustee

                                                  By
                                                     ---------------------------
                                                     Authorized Signatory

SECTION 2.05.   FORM OF LEGEND FOR GLOBAL SECURITIES.

         Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form or such similar form as may be
required by the Depositary:

                  "This Security is a Global Security within the meaning of the
         Indenture hereinafter referred to and is registered in the name of a
         Depositary or a nominee of a Depositary. This Security is exchangeable
         for Securities registered in the name of a Person other than the
         Depositary or its nominee only in the limited circumstances described
         in the Indenture, and no transfer of this Security (other than a
         transfer of this Security as a whole by the Depositary to a nominee of
         the Depositary or by a nominee of the Depositary to the Depositary or
         another nominee of the Depositary) may be registered except in such
         limited circumstances."

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 3.01.   AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established by or pursuant to a Board Resolution and, subject to Section 3.03,
set forth or determined in the manner provided in an Officers' Certificate or
established in one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series,

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of any other
         series);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
         11.07 and except for any Securities which, pursuant to Section 3.03,
         are deemed never to have been authenticated and delivered hereunder);

                  (3) the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4) the date or dates on which the principal or installments
         of principal of the Securities of the series is payable and any rights
         to extend such date or dates;

                  (5) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the formula pursuant to which such rate
         or rates shall be determined, the date or dates from which such
         interest shall accrue, the Interest Payment Dates on which such
         interest shall be payable and the Regular Record Date for the interest
         payable on any Interest Payment Date;

                  (6) the place or places where the principal of (and premium,
         if any) and interest on Securities of the series shall be payable, any
         Securities of the series may be surrendered for registration of
         transfer or


                                       13
<PAGE>
         exchange and notices and demands to or upon the Company with respect to
         the Securities of the series and this Indenture may be served;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which Securities of the series
         may be redeemed, in whole or in part, at the option of the Company;

                  (8) the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligations;

                  (9) if other than denominations of $1,000 or any amount in
         excess thereof which is an integral multiple of $1,000, the
         denominations in which Securities of the series shall be issuable;

                  (10) the currency, currencies or currency units in which
         payment of the principal of and any premium and interest on any
         Securities of the series shall be payable if other than the currency of
         the United States of America, the manner of determining the U.S. dollar
         equivalent of the principal amount thereof for purposes of the
         definition of "Outstanding" in Section 1.01, and, if the principal of
         or any premium or interest on any Securities of the series is to be
         payable, at the election of the Company or a Holder thereof, in one or
         more currencies or currency units other than that or those in which the
         Securities are stated to be payable, the currency, currencies or
         currency units in which payment of the principal of and any premium and
         interest on Securities of such series as to which such election is made
         shall be payable, and the periods within which and the terms and
         conditions upon which such election is to be made;

                  (11) if the amount of payments of principal of and any premium
         and interest on any Securities of the series may be determined with
         reference to an index, the manner in which such amounts shall be
         determined;

                  (12) any other event or events of default applicable with
         respect to Securities of the series in addition to or in lieu of those
         provided in Section 5.01 (l)-(7);

                  (13) If less, than the principal amount thereof, the portion
         of the principal amount of Securities at the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 5.02;

                  (14) whether the Securities of the series shall be issued in
         whole or in part in the form of one or more Global Securities and, if
         so, (a) the Depositary with respect to such Global Security or
         Securities and (b) the circumstances under which any such Global
         Security may be exchanged for Securities registered in the name of, and
         any transfer of such Global Security may be registered to, a Person
         other than such Depositary or its nominee, if other than as set forth
         in Section 3.05; and

                  (15) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 9.01(5)).

         All Securities of any one series (other than Securities offered in a
Periodic Offering) shall be substantially identical except as to denomination
and except as may otherwise be provided by or pursuant to the Board Resolution
referred to above and, subject to Section 3.03, set forth, or determined in the
manner provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary at the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.


                                       14
<PAGE>
         With respect to Securities at a series offered in a Periodic Offering,
such Board Resolution and Officers Certificate or supplemental indenture may
provide general terms or parameters for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company or its agents in accordance with other procedures specified in a Company
Order as contemplated by the third paragraph of Section 3.03.

SECTION 3.02.   DENOMINATIONS.

         The Securities of each series shall be issued in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000.

SECTION 3.03.   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal affixed thereto or reproduced thereon attested by its Secretary
or one of its Assistant Secretaries. The signature of any of these officers on
the Securities may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, or, in the case of Securities
offered in a Periodic Offering, from time to time in accordance with such other
procedures (including, without limitation, the receipt by the Trustee of
electronic instructions from the Company or its duly authorized agents, promptly
confirmed in writing by the Company) acceptable to the Trustee as may be
specified from time to time by a Company Order for establishing the specific
terms of particular Securities being so offered, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Section 2.01 and 3.01,
in authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating:

         (a) that the form of such Securities has been established in conformity
with the provisions of this Indenture;

         (b) that the terms of such Securities have been established in
conformity with the provisions of this Indenture;

         (c) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors' rights and
to general equity principles;

         (d) that authentication and delivery of such Securities and the
execution and delivery of the supplemental indenture, if any, by the Trustee
will not violate the terms of the Indenture;

         (e) that the Company has the corporate power to issue such Securities,
and has duly taken all necessary corporate action with respect to such issuance;
and


                                       15
<PAGE>
         (f) that the issuance of such Securities will not contravene the
articles of incorporation or by-laws of the Company or result in any violation
of any of the terms or provisions of any law or regulation or of any indenture,
mortgage or other agreement known to such Counsel by which the Company is bound.

provided, however, that, with respect to Securities of a series offered in a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel in connection only with the first authentication of Securities of such
series and that the opinions described in clauses (b) and (c) above may state,
respectively, that

                  (1) if the terms of such Securities are to be established
         pursuant to a Company Order or pursuant to such procedures as may be
         specified from time to time by a Company Order, all as contemplated by
         a Board Resolution or action taken pursuant thereto, such terms will
         have been duly authorized by the Company and established in conformity
         with the provisions of this Indenture; and

                  (2) that such Securities, when executed by the Company,
         completed, authenticated and delivered by the Trustee in accordance
         with this Indenture, and issued and delivered by the Company and paid
         for, all in accordance with any agreement of the Company relating to
         the offering, issuance and sale of such Securities, will constitute
         valid and legally binding obligations of the Company, enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         reorganization, moratorium and other laws relating to or affecting
         generally the enforcement of creditors' rights and to general
         principles of equity.

         With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 2.01 and 3.01 and this Section, as
applicable, in connection with the first authentication of Securities of such
series and it shall not be necessary for the Company to deliver such Opinion of
Counsel and other documents (except as may be required by the specified other
procedures, if any, referred to above) at or prior to the time of authentication
of each Security of such series unless and until the Trustee receives notice
that such Opinion of Counsel or other documents have been superseded or revoked,
and may assume compliance with any conditions specified in such Opinion of
Counsel (other than any conditions to be performed by the Trustee). If such form
or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09 together with a written statement
(which need not comply with Section 1.02 and need not be accompanied by an
Opinion of Counsel) starting that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

SECTION 3.04.   TEMPORARY SECURITIES.

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


                                       16
<PAGE>
         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of like tenor of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series and
of like tenor and of any authorized denominations. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and tenor.

SECTION 3.05.   REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of any
series at the office or agency of the Company in any Place of Payment for such
series, the Company shall execute and the Trustee shall authenticate and deliver
(in the name of the designated transferee or transferees) one or more new
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Securities to
be exchanged at the office or agency of the Company in any Place of Payment for
such series. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer

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

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any Global Security shall be exchangeable pursuant
to this Section 3.05 for Securities registered in the name of Persons other than
the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a
clearing agency registered under the Exchange Act, (ii) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
exchangeable or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Upon the occurrence in
respect of any


                                       17
<PAGE>
Global Security of any series of any one or more of the conditions specified in
clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as
may be specified as contemplated by Section 3.01 for such series, such Global
Security may be exchanged for Securities not bearing the legend specified in
Section 2.05 and registered in the names of such Person as may be specified by
the Depositary (including Persons other than the Depositary).

         Notwithstanding any other provision of this Indenture, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.

SECTION 3.06.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount.

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

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

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

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

SECTION 3.07.   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Unless otherwise provided as contemplated by Section 3.01 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on
the Regular Record Date for such Interest Payment Date.

         Any interest on any Security of any series which is payable but is not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below.

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at


                                       18
<PAGE>
         the same time the Company shall deposit with the Trustee an amount of
         money equal to the aggregate amount proposed to be paid in respect of
         such Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall 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 Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Securities of such series at his or her
         address as it appears in the Security Register not less than 10 days
         prior to such Special Record Date. Notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities of such series (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 Company may make payment of any Defaulted Interest on
         the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Securities may be listed, and upon such notice as may be required
         by such exchange, if, after notice given by the Company to the Trustee
         of the proposed payment pursuant to this Clause, such manner of payment
         shall be deemed practicable by the Trustee.

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

SECTION 3.08.   PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered in the Security Register as
the owner of such Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 3.07) interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary (or its nominee) shall have any rights under this
Indenture with respect to such Global Security or any Security represented
thereby, and such Depositary may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security or any
Security represented thereby for all purposes whatsoever. Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interest, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominees) as Holder of any Security.

SECTION 3.09.   CANCELLATION.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
is this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be destroyed unless otherwise directed by a
Company Order.


                                       19
<PAGE>
SECTION 3.10.   COMPUTATION OF INTEREST.

         Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11.    PAYMENT TO BE IN PROPER CURRENCY.

         In the case of any Securities denominated in any currency (the
"Required Currency") other than United States Dollars, except as otherwise
provided therein, the obligation of the Company to make any payment of
principal, premium or interest thereon shall not be discharged or satisfied by
any tender by the Company, or recovery by the Trustee, in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the Trustee timely holding the full amount of the Required
Currency then due and payable. If any such tender or recovery is in a currency
other than the Required Currency, the Trustee may take such actions as it
considers appropriate to exchange such currency for the Required Currency. The
coats and risks of any such exchange, including without limitation the risks of
delay and exchange rate fluctuation, shall be borne by the Company, the Company
shall remain fully liable for any shortfall or delinquency in the full amount of
Required Currency then due and payable, and in no circumstances shall the
Trustee be liable therefor except in the case of its negligence or willful
misconduct. The Company hereby waives any defense of payment based upon any such
tender or recovery which is not in the Required Currency, or which, when
exchanged for the Required Currency by the Trustee, is less than the full amount
of Required Currency then due and payable.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 4.01.   SATISFACTION AND DISCHARGE OF INDENTURE.

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

                  (1)      either:

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.06 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.03) have been delivered to the Trustee
                  for cancellation; or

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

                           (i) have become due and payable, or

                           (ii) will become due and payable at their Stated
                  Maturity within one year, or

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

           and the Company, in the case of (i), (ii) or (iii) above, has
           deposited or caused to be deposited with the Trustee as trust funds
           in trust for the purpose an amount, in the currency in which such
           Securities are payable, sufficient to pay and discharge the entire
           indebtedness on such Securities not theretofore delivered to the
           Trustee for cancellation, for principal (and premium, if any) and
           interest to the date of


                                       20
<PAGE>
         such deposit (in the case of Securities which have become due and
         payable) or to the respective Stated Maturity or Redemption Date, as
         the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive.

SECTION 4.02.   APPLICATION OF TRUST MONEY.

         Subject to provisions of the last paragraph of Section 10.03, 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 Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee but such money need not be segregated from other funds except to the
extent required by law.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.01.    EVENTS OF DEFAULT.

         "Event of Default", wherever used herein with respect to Securities of
any series, and unless otherwise provided with respect to Securities of any
series pursuant to Section 3.01(12), means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 30 days;

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series at its Maturity;

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series;

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of one or
         more Securities other than that series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in aggregate
         principal amount of the Outstanding Securities of that series a written
         notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder;


                                       21
<PAGE>
                  (5) an event of default, as defined in any indenture or
         instrument under which the Company or a Principal Subsidiary Bank has
         at the date of this Indenture or shall hereafter have outstanding any
         indebtedness for borrowed money in an aggregate principal amount
         exceeding $5,000,000, shall happen and be continuing and such
         indebtedness shall either have become due and payable by its terms but
         not been paid or shall have been accelerated so that the same shall be
         or become due and payable prior to the date on which the same would
         otherwise have become due and payable and such payment default shall
         not be cured or such acceleration shall not be rescinded or annulled
         within 60 days after there has been given, by registered or certified
         mail, to the Company by the Trustee or to the Company and the Trustee
         by the Holders of at least 25% in aggregate principal amount of the
         Outstanding Securities of that series a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder, provided, however, that if,
         prior to a declaration of acceleration of the Maturity of the
         Securities of any series or the entry of judgment in favor of the
         Trustee in a suit pursuant to Section 5.03, such event of default under
         such indenture or instrument shall be remedied or cured by the Company
         or such Principal Subsidiary Bank or waived by the holders of such
         indebtedness, then the Event of Default hereunder by reason thereof
         shall be deemed likewise to have been thereupon remedied, cured or
         waived without further action upon the part of either the Trustee or
         any of the Holders of Securities of such series;

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

                  (7) the commencement by the Company or a Principal Subsidiary
         Bank of a voluntary case or proceeding under any applicable Federal or
         State bankruptcy, insolvency, reorganization or other similar law or of
         any other case or proceeding to be adjudicated bankrupt or insolvent,
         or the consent by it to the entry of a decree or order for relief in
         respect of the Company or a Principal Subsidiary Bank in an involuntary
         case or proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under any applicable Federal or State law, or the consent by
         it to the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or other similar official of the Company or a Principal
         Subsidiary Bank or of any substantial part of its property, or the
         making by it of an assignment for the benefit of creditors, or the
         admission by it in writing of its inability to pay its debts generally
         as they become due, or the taking of corporate action by the Company or
         a Principal Subsidiary Bank in furtherance of any such action; or

                  (8) any other Event of Default provided with respect to
         Securities of that series.

         Upon receipt by the Trustee of any Notice of Default pursuant to
Section 5.01 with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the date the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, that unless Holders of at least 10% in
principal amount of the Outstanding Securities of such series, or their proxies,
shall have joined in such Notice of Default prior to the day which is 90 days
after such record date, such Notice of Default shall automatically and without
further action by any Holder be cancelled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new Notice of Default which is


                                       22
<PAGE>
identical to a Notice of Default which has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 5.01.

SECTION 5.02.   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Outstanding Securities of any
series occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such lesser
portion of the principal amount of such Securities as may be specified in the
terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
portion thereof) shall become immediately due and payable.

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

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

                           (A) all overdue interest on all Securities of that
                  series,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and interest thereon at
                  the rate or rates prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

                           (D) 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 any other amounts due the Trustee under Section
                  6.07;

                  and

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

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

         Upon receipt by the Trustee of any written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission or annulment thereof, as
the case may be, that is identical to a written notice which has


                                       23
<PAGE>
been cancelled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this
Section 5.02.

SECTION 5.03.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

         The Company covenants that if,

                  (1) default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, 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 Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

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

SECTION 5.04.   TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization. arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) or such portion of the principal amount
         of any series of Original Issue Discount Securities a may be specified
         in the terms of such series and interest owing and unpaid in respect of
         the 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
         any other amounts due the Trustee under Section 6.07) and of the
         Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee. liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the


                                       24
<PAGE>
Trustee shall consent to the making of such payments directly to the 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 contained 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 Securities
or the rights of any Holder thereof 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 SECURITIES.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses.
disbursements and advances of the Trustee, its agents and counsel, and for any
other amounts due the Trustee under Section 6.07, be for the ratable benefit of
the Holders of the Securities 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 money on account of principal (or premium,
if any) or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

           FIRST: To the payment of all amounts due the Trustee under Section
    6.07;

           SECOND: To the payment of the amounts then due and unpaid for
    principal of (and premium, if any) and interest on the 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 Securities for principal (and premium, if any) and interest,
    respectively; and

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

SECTION 5.07.   LIMITATION ON SUITS

         No Holder of any Security of any series 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,

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

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

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

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


                                       25
<PAGE>
                  (5) 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 Securities of that
         series;

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

SECTION 5.08.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
                INTEREST.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.07) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not he 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, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
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.   RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, 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 of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article 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 a majority in aggregate principal amount of the
Outstanding Securities of any series 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 Securities of such series, provided that,

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


                                       26
<PAGE>
                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

         Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or the exercise of any such
trust or power with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall he entitled to join in such
notice, whether or not such Holders remain after such record date; provided,
that unless Holders of a majority (or, in the case of Section 5.07(2), 25%) in
principal amount of the Outstanding Securities of such series shall have joined
in such notice prior to the day which is 90 days after such record date, such
notice shall automatically and without further action by any Holder be cancelled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day period, a new
notice identical to a notice which has been cancelled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.12.

SECTION 5.13.   WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of any series may, on behalf of the Holders of all
the Securities of such series, waive any past default hereunder with respect to
such series and its consequences, except a default,

                  (1) in the payment of the principal of (or premium, if any) or
         interest on any Security of such series; or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security of such series affected.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Person, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have waived
such default prior to the date which is 90 days after such record date, any such
waiver of such default previously given shall automatically and without further
action by any Holder be cancelled and of no further effect.

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

SECTION 5.14.   UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Security by
his 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; provided,
however, that the provisions of this Section shall not apply to any suit
instituted by the Company, 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% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


                                       27
<PAGE>
SECTION 5.15.   WAIVER OF TAX OR EXTENSION LAWS.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 6.01.   CERTAIN DUTIES AND RESPONSIBILITIES.

         The provisions of TIA Section 315 shall apply to the Trustee.

SECTION 6.02.   NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provide, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, 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 determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 5.01(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

SECTION 6.03.   CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of TIA Section 315(a) through 315(d):

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

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order or as otherwise
expressly provided herein and any resolution of the Board of Directors may 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 written 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 faith and in reliance thereon;


                                       28
<PAGE>
         (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 which might he 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, other evidence of indebtedness 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 Company, personally or by agent or attorney;

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents 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, suffered or
omitted by it in faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture; and

         (i) 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 if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

SECTION 6.04.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 6.05.   MAY HOLD SECURITIES.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 6.06.   MONEY HELD IN TRUST.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 6.07.   COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

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

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance


                                       29
<PAGE>
         with any provision of this Indenture (including the reasonable
         compensation and the expenses and disbursements of its agents and
         counsel), except any such expense, disbursement or advance as may be
         attributable to its negligence or bad faith; and

                  (3) to indemnify the Trustee and its agents for, and to hold
         it harmless against, any loss, liability or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of the trust or trusts 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.

         The obligations of the Company under this Section 6.07 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (and premium, if any) or interest
on particular Securities, and the Securities are hereby subordinated to each
senior claim.

SECTION 6.08.   DISQUALIFICATION; CONFLICTING INTERESTS.

         The provisions of TIA Section 310(b) shall apply to the Trustee.

SECTION 6.09.   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be eligible
to act under TIA Section 310(a) (1) and shall have a combined capital and
surplus of at least $50,000,000. If such Corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. Neither
the Company, nor any person or Corporation directly or indirectly controlling,
controlled by or under common control with the Company, shall act as Trustee
hereunder.

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 in accordance with the
applicable requirements of Section 6.11.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 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 with respect to the
Securities of such series.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

         (d) If at any time:

                  (1) the Trustee shall fail to comply with TIA Section 310(b)
         after written request therefor by the Company or by any Holder who has
         been a bona fide Holder of a Security for at least six months,


                                       30
<PAGE>
                  (2) the Trustee shall cease to be eligible under Section 6.09
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

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

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

         (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, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) 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 with respect to the Securities of any Series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any Series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 6.11.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provision as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be


                                       31
<PAGE>
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each 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 with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. Whenever
there is a successor Trustee with respect to one or more (but less than all)
series of securities issued pursuant to this Indenture, the terms "Indenture"
and "Securities" shall have the meanings specified in the provisos to the
respective definitions of those terms in Section 1.01 which contemplate such
situation.

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

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

SECTION 6.12.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

         Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation 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 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 Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities; in case
any of the Securities shall not have been authenticated by the Trustee then in
office, any successor by merger, conversion or consolidation to such Trustee may
authenticate such Securities either in the name of such predecessor hereunder or
in the name of the successor Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

SECTION 6.13.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee shall comply with TIA Section 311(a). A Trustee which has
resigned or been removed is subject to TIA Section 311(a) to the extent
indicated therein.

SECTION 6.14.   APPOINTMENT OF AUTHENTICATING AGENT.

         At any time when any of the Securities remain Outstanding the Trustee,
with the concurrence of the Company, may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be


                                       32
<PAGE>
acceptable to the Company and shall at all times be a Corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal, State or District of Columbia
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

         Any Corporation into which an 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 such Authenticating Agent
shall be a party, or any Corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:


                                       33
<PAGE>
         This is one of the Securities of the series designated herein and
issued pursuant to the within-mentioned Indenture.

                                               ---------------------------------
                                               As Trustee

                                               By:
                                                  ------------------------------
                                                    Authenticating Agent

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

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

         If the Trustee is not acting as Security Registrar for the Securities
of any series, the Company will furnish or cause to be furnished to the Trustee,

                  (a) at intervals of no more than six months commencing after
         the first issue of such series, a list, in such form as the Trustee may
         reasonably require, of the names and addresses of the Holders as of a
         date not more than 15 days prior to the time such information is
         furnished, and

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

SECTION 7.02.   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holder contained in the most recent list
furnished to the Trustee as provided in Section 7.01 and the names and addresses
of Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by TIA
Section 312(b).

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of 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).

SECTION 7.03.   REPORTS BY TRUSTEE.

         Within 60 days after May 15 of each year commencing with the later of
May 15, 2002 or the first May 15 after the first issuance of Securities pursuant
to this Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated as of such May
15 if required by TIA Section 313(a). A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with


                                       34
<PAGE>
each stock exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.

SECTION 7.04.   REPORTS BY COMPANY.

         The Company shall:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Exchange Act; or, if the Company is not required
         to file information, documents or reports pursuant to either of said
         Sections, then it shall file with the Trustee and the Commission, in
         accordance with rules and regulation prescribed from time to time by
         the Commission, such of the supplementary and periodic information,
         documents and reports which may be required pursuant to Section 13 of
         the Exchange Act in respect of a security listed and registered on a
         national securities exchange as may be prescribed from time to time in
         such rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations;

                  (3) transmit by mail to all Holders, as their names and
         addresses appear in the Security Register, within 30 days after the
         filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (1) and (2) of this Section 7.04 as may be required by rules
         and regulations prescribed from time to time by the Commission; and

                  (4) furnish to the Trustee, within 120 days after the end of
         each fiscal year of the Company ending after the date hereof, a brief
         certificate of the Company's principal executive officer, principal
         financial officer or principal accounting officer as to his or her
         knowledge of the Company's compliance with all conditions and covenants
         under this Indenture. For purposes of this paragraph, such compliance
         shall be determined without regard to any period of grace or
         requirement of notice provided under this Indenture.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01.   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person unless:

                  (1) the Person formed by such consolidation or into which the
         Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company
         substantially as an entity shall be a Corporation, partnership or
         trust, shall be organized and validly existing under the laws of the
         United States of America, any State 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 premium,
         if any) and interest on all the Securities and the performance or
         observance of every covenant of this Indenture on the part of the
         Company to be performed or observed;


                                       35
<PAGE>
                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture, comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

SECTION 8.02.   SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger by the Company
into any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
8.01, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 9.01.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and if such covenants
         are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included solely for the
         benefit of such series) or to surrender any right or power herein
         conferred upon the Company;

                  (3) to add any additional Events of Default (and if such
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are being included
         solely for the benefit of such series);

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons;

                  (5) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such addition, change or elimination (i) shall neither (A)
         apply to any Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (B) modify the rights of the Holder of any such Security
         with respect to such provision or (ii) shall became effective only when
         there is no such Security Outstanding;

                  (6)      to secure the Securities;


                                       36
<PAGE>
                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 2.01 and 3.01;

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11(b); or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture, provided such action shall not
         adversely affect the interests of the Holders of Securities of any
         series in any material respect.

SECTION 9.02.   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 Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any such Security, or
         reduce the principal amount thereof or the rate of interest thereon or
         any premium payable upon the redemption thereof, or reduce the amount
         of the principal of an Original Issue Discount Security that would be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 5.02, or change any Place of Payment whore,
         or the coin or currency in which, any such Security or any premium or
         the interest thereon is payable, or impair the right to institute suit
         for the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date),

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

                  (3) modify any of the provisions of this Section, Section 5.13
         or Section 10.09, 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 Security
         affected thereby, provided, however, that this clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 10.09 or the deletion of this proviso, in accordance with
         the requirements of Sections 6.11(b) and 9.01(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed for such purpose, the Holders on
such record date or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such
Holders remain Holders after such record date; provided, that unless such
consent shall have become effective by virtue of the requisite percentage having
been obtained prior to


                                       37
<PAGE>
the date which is 90 days after such record date, any such consent previously
given shall automatically and without further action by any Holder be cancelled
and of no further effect.

         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 9.03.   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. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.04.   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 Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent provided therein.

SECTION 9.05.   CONFORMITY WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed Pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 9.06.   REFERENCE IN SECURITIES  TO SUPPLEMENTAL INDENTURES.

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

SECTION 9.07.   NOTICE OF SUPPLEMENTAL INDENTURES.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 9.02, the Company
shall give notice thereof to the Holders of each Outstanding Security so
affected, pursuant to Section 1.06, setting forth in general terms the substance
of such supplemental indenture.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 10.01.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture. In the absence of contrary
provisions with respect to the Securities of any series, interest on the
Securities of any series may, at the option of the Company, be paid by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register.


                                       38
<PAGE>
SECTION 10.02.  MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company 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 Company 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 Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designation; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 10.03.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sums to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
failure so to act.

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

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any) or interest on Securities of that series 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;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of that series) in the making of
         any payment of principal (and premium, if any) or interest on the
         Securities of that series; and

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


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<PAGE>
         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, 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 publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

SECTION 10.04.  EXISTENCE.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 10.05.  MAINTENANCE OF PROPERTIES.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

SECTION 10.06.  PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 10.07.  LIMITATIONS ON DISPOSITION OF VOTING STOCK OF PRINCIPAL
                SUBSIDIARY BANKS.

         Subject to Section 8.01, the Company will not (a) issue, sell or
otherwise dispose of any shares of or securities convertible into, or options,
warrants or rights to subscribe for or purchase shares of, Voting Stock of a
Principal Subsidiary Bank or permit a Principal Subsidiary Bank so to do, (b)
permit the merger or consolidation of any Principal Subsidiary Bank with or into
any other Corporation or (c) permit the sale or other disposition of all or
substantially all of the assets of a Principal Subsidiary Bank if, after giving
effect to any such transaction and the issuance of the maximum number of shares
of Voting Stock issuable upon the conversion or exercise of all such convertible
securities, options, warrants or rights, the Company would own, directly or
indirectly, 80% or less of the shares of Voting Stock of such Principal
Subsidiary Bank or the successor bank in such merger or consolidation or the
bank which acquires such assets, as the case may be.


                                       40
<PAGE>
SECTION 10.08.  RESTRICTIONS ON LIENS.

         The Company will not create, assume, incur or suffer to exist any
pledge, encumbrance or lien, as security for indebtedness for borrowed money,
upon any shares of, or securities convertible into, or options, warrants or
rights to subscribe for or purchase shares of, Voting Stock of a Principal
Subsidiary Bank, owned by the Company, directly or indirectly, without making
effective provision whereby the Securities of all series shall be equally and
ratably secured, if, treating such pledge, encumbrance or lien as a transfer to
the secured party, and after giving effect to the issuance of the maximum number
of shares of Voting Stock issuable upon conversion or exercise of such
convertible securities, options, warrants or rights, the Company would own,
directly or indirectly, 80% or less of the shares of Voting Stock of such
Principal Subsidiary Bank.

SECTION 10.09.  WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 10.04 to 10.08, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any such term,
provision or condition. If a record date is fixed for such purpose, the Holders
on such record date or their duly designated proxies, and only such Persons,
shall be entitled to waive any such term, provision or condition hereunder
whether or not such Holders remain Holders after such record date; provided,
that unless the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall have waived such term, provision or
condition prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 11.01.  APPLICABILITY OF ARTICLE.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

SECTION 11.02.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem Securities of any series shall be
evidenced by an Officers' Certificate. The Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of:

                  (1) such Redemption Date,

                  (2) if the Securities of such series have different terms and
         less than all of the Securities of such series are to be redeemed, the
         terms of the Securities to be redeemed, and

                  (3) if less than all the Securities of such series with
         identical terms are to be redeemed, the principal amount of such
         Securities to be redeemed.


                                       41
<PAGE>
In the case of any redemption of Securities of any series prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction.

SECTION 11.03.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of like tenor of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of like tenor of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of like tenor of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 11.04.  NOTICE OF REDEMPTION.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of like tenor
         of any series are to be redeemed, the identification (and, in the case
         of partial redemption, the principal amounts) of the particular
         Securities to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
         case.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 11.05.  DEPOSIT OF REDEMPTION PRICE.

         On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03 ) an amount of
money in immediately available funds sufficient to pay the Redemption Price of,
and (except if the


                                       42
<PAGE>
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

SECTION 11.06.  SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

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

SECTION 11.07.  SECURITIES REDEEMED IN PART.

         Any Security which is to be redeemed in part shall be surrendered at a
Place of Payment for such series (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge. a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered; provided, however, that if a
Global Security is so surrendered, such new Security so issued shall be a new
Global Security in a denomination equal to the unredeemed portion of the
principal of the Global Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 12.01.  APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.02. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 12.02.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

         The Company (1) may deliver Outstanding Securities of like tenor of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of like tenor of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of like tenor of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not


                                       43
<PAGE>
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

SECTION 12.03.  REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 60 days prior to each sinking fund payment date for
Securities of like tenor of a series, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of like tenor of that series pursuant to Section 12.02 and, at the
time of delivery of such Officers' Certificate, will also deliver to the Trustee
any Securities to be so delivered. Not less than 45 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.

         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.


                                       44
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                                      BANKNORTH GROUP, INC.


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



Attest:


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

[SEAL]

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


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


Attest:

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

[SEAL]


                                       45