<PAGE>  1

THIRD SUPPLEMENTAL INDENTURE among Drummond Financial Corporation, 
formerly called CVD Financial Corporation, a corporation incorporated 
pursuant to the laws of the State of Delaware (the "Corporation"), 
Harris Trust Company of New York ("Harris Trust"), a trust company 
organized pursuant to the laws of the State of New York, and The Bank 
of Nova Scotia Trust Company of New York ("The Bank of Nova Scotia"), a 
trust company organized pursuant to the laws of the State of New York, 
dated for reference May 13, 1997 (the "Supplemental Indenture") to the 
CVD Financial 1993 Master Indenture made between the Corporation and 
Harris Trust, dated August 26, 1993, as amended by a First Supplemental 
Indenture dated November 30, 1993 and a Second Supplemental Indenture 
dated October 23, 1996 (collectively, the "Indenture").

WHEREAS:

A.   The Corporation and Harris Trust entered into the Indenture to 
provide for the issuance of the Corporation's unsecured subordinated 
variable rate bonds (the "Securities") to be issued in one or more 
series as provided in the Indenture;

B.   Harris Trust has provided notice in writing to the Corporation of 
its intention to resign as Trustee under the Indenture;

C.   The Corporation has approved the appointment of The Bank of Nova 
Scotia to act as Trustee under the Indenture in place of Harris Trust 
by a resolution of the board of directors of the Corporation dated May 
13, 1997;

D.   Section 610 of the Indenture provides that the resignation of a 
Trustee under the Indenture shall not be effective until an appointed 
successor Trustee executes, acknowledges and delivers to the 
Corporation and the retiring Trustee an instrument accepting its 
appointment as Trustee under the Indenture; and

E.   Section 901 of the Indenture provides that the Corporation, 
without the consent of any of the holders of the Securities, may enter 
into one or more indentures supplemental to the Indenture in order to 
evidence and provide for the acceptance of appointment under the 
Indenture by a successor Trustee with respect to the Securities;


NOW THEREFORE THIS INDENTURE WITNESSES THAT the parties agree as 
follows:

                                   SECTION 1

         Representations, Warranties and Covenants of the Corporation
         ------------------------------------------------------------

1.1   The Corporation represents, warrants and covenants to The Bank of 
Nova Scotia that:

     (a)   it is validly organized and existing;

     (b)   the Securities were validly and lawfully issued;


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     (c)   it has performed or fulfilled each covenant, agreement and 
           condition on its part to be performed or fulfilled under the
           Indenture;

     (d)   it has no knowledge of the existence of an Event of Default or 
           any event which, upon notice or lapse of time or both, would 
           become an Event of Default under the Indenture;

     (e)   it has not entered into any amendment or supplement to the 
           Indenture other than the First and Second Supplemental Indentures 
           referred to in the first paragraph of this Supplemental Indenture; 
           and

     (f)   it will continue to perform the obligations undertaken by it 
           under the Indenture.

                                   SECTION 2

                   Resignation and Replacement of Trustee
                   --------------------------------------

2.1   Pursuant to Section 610 of the Indenture, Harris Trust hereby 
resigns as Trustee under the Indenture and is hereby discharged from 
the trusts of the Indenture, such resignation to become effective on 
the Effective Date (as defined herein).

2.2   The Corporation hereby appoints The Bank of Nova Scotia as 
successor Trustee under the Indenture in the place and stead of Harris 
Trust and with like effect as if originally named as Trustee under the 
Indenture, such appointment to become effective on the Effective Date, 
and The Bank of Nova Scotia hereby accepts such appointment.

2.3   Harris Trust hereby assigns, transfers and delivers to The Bank 
of Nova Scotia, as successor Trustee, upon the trusts expressed in the 
Indenture, all rights, powers, benefits, privileges and duties of 
Harris Trust under the Indenture, and The Bank of Nova Scotia hereby 
accepts such assignment, transfer and delivery, which is to become 
effective on the Effective Date.

2.4   The parties hereto agree to sign, execute and deliver all such 
documents and instruments and do such other acts as may be necessary or 
advisable to give effect to the assignment, transfer and delivery by 
Harris Trust to The Bank of Nova Scotia of all rights, powers, 
benefits, privileges and duties under the Indenture referred to in 
Section 2.3 hereof.

2.5   Harris Trust hereby represents, warrants and covenants to The 
Bank of Nova Scotia that:

     (a)   it will make available to The Bank of Nova Scotia originals of 
           documents relating to the trust created by the Indenture and 
           information in the possession of its corporate trust department 
           relating to the administration and status thereof and will forward 
           to The Bank of Nova Scotia such documents or information as it and 
           The Bank of Nova Scotia shall agree;
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     (b)   it has not entered into any amendment or supplement to the 
           Indenture, other than the First and Second Supplemental Indentures 
           referred to in the first paragraph of this Supplemental Indenture;

     (c)   based on information known to the Responsible Officers of 
           Harris Trust, as Trustee, no Event of Default or event which, upon 
           notice or lapse of time or both, would become an Event of Default 
           under the Indenture exists; and

     (d)   the aggregate outstanding principal amount of the Securities 
           as of the date hereof is $45 million.

                                    SECTION 3

                     Declaration and Interpretive Provisions
                     ---------------------------------------

3.1   This Supplemental Indenture is declared to be supplemental to the 
Indenture and is to form part of and shall have the same effect as 
though incorporated in the Indenture.  The Indenture is a part of this 
Supplemental Indenture and is, by this reference, included herein with 
the same effect as though at length set forth herein.  In this 
Supplemental Indenture, unless there is something in the subject or 
context inconsistent therewith, the expressions herein used shall have 
the same meaning as corresponding expressions used in the Indenture and 
all the provisions of the Indenture, except only so far as may be 
inconsistent with the express provisions of this Supplemental 
Indenture, shall apply to and have effect in connection with this 
Supplemental Indenture.

                                   SECTION 4

                              Acceptance of Trust
                              -------------------

4.1   The Bank of Nova Scotia represents that it has the qualifications 
for a new Trustee required by the Indenture and the Trust Indenture Act 
of 1939, as amended, and as successor Trustee hereby accepts the trusts 
declared and provided in the Indenture and agrees to perform the same 
upon the terms and conditions herein and in the Indenture.  

                                   SECTION 5

                                 Effective Date
                                 --------------

5.1   This Supplemental Indenture will be effective from and after May 
15, 1997 (the "Effective Date"), irrespective of the actual dates of 
the execution hereof.

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                                   SECTION 6

                                   Enurement
                                   ---------

6.1   This Supplemental Indenture will enure to the benefit of and be 
binding upon the parties hereto and their respective successors and 
assigns.


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental 
Indenture to be duly executed effective as of the date set out herein.

DRUMMOND  FINANCIAL CORPORATION
(formerly CVD Financial Corporation)


By:    /s/ Rene Randall                 
       ---------------------------------

Name:  Rene Randall                     
       ---------------------------------

Title: Director                         
       ---------------------------------

HARRIS TRUST COMPANY OF NEW YORK


By:    /s/ Amy Roberts                  
       ---------------------------------

Name:  Amy Roberts                      
       ---------------------------------

Title: Assistant Vice President          
       ---------------------------------

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK


By:    /s/ George E. Timmes                  
       ---------------------------------

Name:  George E. Timmes                         
       ---------------------------------

Title: Secretary                          
       ---------------------------------