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


                            FIRST FINANCIAL BANCORP,
                                    as Issuer




                                    INDENTURE
                           Dated as of March 26, 2002



    State Street Bank and Trust Company OF CONNECTICUT, NATIONAL ASSOCIATION,
                                   as Trustee




        FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES


                                    DUE 2032


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


<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                                               Page
<S>                                                                                                                              <C>
ARTICLE I. DEFINITIONS.......................................................................................................    1
            Section 1.1..........................................................................................Definitions.    1
ARTICLE II. DEBENTURES.......................................................................................................    7
            Section 2.1............................................................................Authentication and Dating.    7
            Section 2.2......................................................Form of Trustee's Certificate of Authentication.    8
            Section 2.3..................................................................Form and Denomination of Debentures.    8
            Section 2.4..............................................................................Execution of Debentures.    8
            Section 2.5..................................................Exchange and Registration of Transfer of Debentures.    8
            Section 2.6......................................................Mutilated, Destroyed, Lost or Stolen Debentures.   10
            Section 2.7.................................................................................Temporary Debentures.   11
            Section 2.8..........................................................Payment of Interest and Additional Interest.   11
            Section 2.9.................................................................Cancellation of Debentures Paid, etc.   13
            Section 2.10.............................................................................Computation of Interest.   13
            Section 2.11................................................................Extension of Interest Payment Period.   15
            Section 2.12.......................................................................................CUSIP Numbers.   15
ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY............................................................................    16
            Section 3.1..........................................................Payment of Principal, Premium and Interest;
                                                                                         Agreed Treatment of the Debentures.    16
            Section 3.2................................................................Offices for Notices and Payments, etc.   16
            Section 3.3...................................................Appointments to Fill Vacancies in Trustee's Office.   17
            Section 3.4.........................................................................Provision as to Paying Agent.   17
            Section 3.5...............................................................................Certificate to Trustee.   18
            Section 3.6......................................................................................Additional Sums.   18
            Section 3.7.............................................................Compliance with Consolidation Provisions.   18
            Section 3.8..............................................................................Limitation on Dividends.   18
            Section 3.9............................................................................Covenants as to the Trust.   19
            Section 3.10......................................................................Additional Junior Indebtedness.   19
ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY
THE COMPANY AND THE TRUSTEE..................................................................................................   19
            Section 4.1...............................................................................Securityholders' Lists.   19
            Section 4.2.................................................................Preservation and Disclosure of Lists.   19
ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
UPON AN EVENT OF DEFAULT.....................................................................................................   20
            Section 5.1....................................................................................Events of Default.   20
            Section 5.2......................................................Payment of Debentures on Default; Suit Therefor.   22
            Section 5.3...........................................................Application of Moneys Collected by Trustee.   23
            Section 5.4.......................................................................Proceedings by Securityholders.   24
            Section 5.5...............................................................................Proceedings by Trustee.   24
            Section 5.6...................................Remedies Cumulative and Continuing; Delay or Omission Not a Waiver.   24
            Section 5.7..................................................................Direction of Proceedings and Waiver
                                                                                  of Defaults by Majority of Securityholders.   25
            Section 5.8...................................................................................Notice of Defaults.   25
            Section 5.9.............................................................................Undertaking to Pay Costs.   25
ARTICLE VI. CONCERNING THE TRUSTEE...........................................................................................   26
            Section 6.1...............................................................Duties and Responsibilities of Trustee.   26
            Section 6.2.................................................................Reliance on Documents, Opinions, etc.   27
            Section 6.3..................................................................No Responsibility for Recitals, etc.   28
            Section 6.4........................................................Trustee, Authenticating Agent, Paying Agents,
                                                                             Transfer Agents or Registrar May Own Debentures.   28
            Section 6.5...........................................................................Moneys to be Held in Trust.   28
</TABLE>
                                       i
<PAGE>
<TABLE>
<CAPTION>

<S>                 <C>                                                                                                         <C>
            Section 6.6.................................................................Compensation and Expenses of Trustee.   28
            Section 6.7....................................................................Officers' Certificate as Evidence.   29
            Section 6.8...............................................................................Eligibility of Trustee.   29
            Section 6.9.....................................................................Resignation or Removal of Trustee   29
            Section 6.10.....................................................................Acceptance by Successor Trustee.   30
            Section 6.11...........................................................................Succession by Merger, etc.   31
            Section 6.12...............................................................................Authenticating Agents.   31
ARTICLE VII. CONCERNING THE SECURITYHOLDERS..................................................................................   32
            Section 7.1............................................................................Action by Securityholders.   32
            Section 7.2................................................................Proof of Execution by Securityholders.   33
            Section 7.3.......................................................................Who Are Deemed Absolute Owners.   33
            Section 7.4...................................................Debentures Owned by Company Deemed Not Outstanding.   33
            Section 7.5.........................................................Revocation of Consents; Future Holders Bound.   34
ARTICLE VIII. SECURITYHOLDERS' MEETINGS......................................................................................   34
            Section 8.1.................................................................................Purposes of Meetings.   34
            Section 8.2..........................................................................Call of Meetings by Trustee.   34
            Section 8.3.......................................................Call of Meetings by Company or Securityholders.   34
            Section 8.4............................................................................Qualifications for Voting.   35
            Section 8.5..........................................................................................Regulations.   35
            Section 8.6...............................................................................................Voting.   35
            Section 8.7......................................................................................Quorum; Actions.   35
ARTICLE IX. SUPPLEMENTAL INDENTURES..........................................................................................   36
            Section 9.1...........................................Supplemental Indentures without Consent of Securityholders.   36
            Section 9.2..............................................Supplemental Indentures with Consent of Securityholders.   37
            Section 9.3....................................................................Effect of Supplemental Indentures.   38
            Section 9.4...............................................................................Notation on Debentures.   38
            Section 9.5...............................................................Evidence of Compliance of Supplemental
                                                                                        Indenture to be Furnished to Trustee.   38
ARTICLE X. REDEMPTION OF SECURITIES..........................................................................................   39
            Section 10.1.................................................................................Optional Redemption.   39
            Section 10.2............................................................................Special Event Redemption.   39
            Section 10.3.......................................................Notice of Redemption; Selection of Debentures.   39
            Section 10.4.........................................................Payment of Debentures Called for Redemption.   40
ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE................................................................   40
            Section 11.1.....................................................Company May Consolidate, etc., on Certain Terms.   40
            Section 11.2..................................................................Successor Entity to be Substituted.   40
            Section 11.3...........................................................Opinion of Counsel to be Given to Trustee.   41
ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE.........................................................................   41
            Section 12.1..............................................................................Discharge of Indenture.   41
            Section 12.2.....................................................Deposited Moneys to be Held in Trust by Trustee.   41
            Section 12.3...................................................................Paying Agent to Repay Moneys Held.   42
            Section 12.4..........................................................................Return of Unclaimed Moneys.   42
ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS.......................................................................................................   42
            Section 13.1...............................................Indenture and Debentures Solely Corporate Obligations.   42
ARTICLE XIV. MISCELLANEOUS PROVISIONS........................................................................................   42
            Section 14.1..........................................................................................Successors.   42
            Section 14.2...................................................................Official Acts by Successor Entity.   42
            Section 14.3.........................................................................Surrender of Company Powers.   42
            Section 14.4..........................................................................Addresses for Notices, etc.   42
            Section 14.5.......................................................................................Governing Law.   43
            Section 14.6....................................................Evidence of Compliance with Conditions Precedent.   43
</TABLE>
                                       ii
<PAGE>
<TABLE>
<CAPTION>

<S>                 <C>                                                                                                         <C>
            Section 14.7...................................................................................Non-Business Days.   43
            Section 14.8....................................................................Table of Contents, Headings, etc.   43
            Section 14.9...........................................................................Execution in Counterparts.   43
            Section 14.10.......................................................................................Separability.   44
            Section 14.11.........................................................................................Assignment.   44
            Section 14.12...........................................................................Acknowledgment of Rights.   44
ARTICLE XV. SUBORDINATION OF DEBENTURES......................................................................................   44
            Section 15.1............................................................................Agreement to Subordinate.   44
            Section 15.2......................................................................Default on Senior Indebtedness.   44
            Section 15.3................................................................Liquidation, Dissolution, Bankruptcy.   45
            Section 15.4.........................................................................................Subrogation.   46
            Section 15.5.................................................................Trustee to Effectuate Subordination.   46
            Section 15.6...............................................................................Notice by the Company.   46
            Section 15.7...............................................Rights of the Trustee; Holders of Senior Indebtedness.   47
            Section 15.8...................................................................Subordination May Not Be Impaired.   47

Exhibit A   Form of Junior Subordinated Deferrable Interest Debenture
</TABLE>
                                      iii

<PAGE>

         THIS  INDENTURE,  dated as of March 26, 2002,  between First  Financial
Bancorp,  a California  corporation (the  "Company"),  and State Street Bank and
Trust  Company  of  Connecticut,   National  Association,   a  national  banking
association  organized  under  the laws of the  United  States  of  America,  as
debenture trustee (the "Trustee").

                                   WITNESSETH:

         WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has duly
authorized  the issuance of its  Floating  Rate Junior  Subordinated  Deferrable
Interest Debentures due 2032 (the "Debentures") under this Indenture to provide,
among  other  things,  for  the  execution  and  authentication,   delivery  and
administration  thereof,  and the Company has duly  authorized  the execution of
this Indenture; and

         WHEREAS,  all acts and things  necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

         NOW, THEREFORE, This Indenture Witnesseth:

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

Section 34.

DEFINITIONS

         34.1.  Definitions.  The terms  defined in this  Section 1.1 (except as
herein otherwise  expressly  provided or unless the context otherwise  requires)
for all purposes of this  Indenture  and of any  indenture  supplemental  hereto
shall have the respective meanings specified in this Section 1.1. All accounting
terms used herein and not expressly  defined shall have the meanings assigned to
such terms in accordance with generally accepted  accounting  principles and the
term "generally accepted accounting principles" means such accounting principles
as are generally  accepted in the United States at the time of any  computation.
The words  "herein,"  "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

         "Additional  Interest" means interest, if any, that shall accrue on any
interest  on the  Debentures  the  payment  of which  has not  been  made on the
applicable  Interest  Payment Date and which shall accrue at the Interest  Rate,
compounded quarterly (to the extent permitted by law).

         "Additional Junior  Indebtedness"  means, without duplication and other
than  the  Debentures,  any  indebtedness,  liabilities  or  obligations  of the
Company, or any Subsidiary of the Company,  under debt securities (or guarantees
in respect of debt securities) initially issued after the date of this Indenture
to any trust,  or a trustee of a trust,  partnership or other entity  affiliated
with the Company that is, directly or indirectly,  a finance subsidiary (as such
term is defined in Rule 3a-5 under the Investment  Company Act of 1940) or other
financing  vehicle of the Company or any Subsidiary of the Company in connection
with the issuance by that entity of  preferred  securities  or other  securities
that  are  eligible  to  qualify  for  Tier 1  capital  treatment  (or its  then
equivalent)  for  purposes of the  capital  adequacy  guidelines  of the Federal
Reserve,  as then in effect and applicable to the Company (or, if the Company is
not a bank holding  company,  such  guidelines  applied to the Company as if the
Company were subject to such guidelines);  provided, however, that the inability
of the Company to treat all or any portion of the Additional Junior Indebtedness
as Tier 1 capital shall not disqualify it as Additional  Junior  Indebtedness if
such  inability  results from the Company  having  cumulative  preferred  stock,
minority interests in consolidated subsidiaries,  or any other class of security
or interest which the Federal Reserve now or may hereafter



                                       1
<PAGE>


accord Tier 1 capital  treatment  (including  the  Debentures)  in excess of the
amount  which may  qualify  for  treatment  as Tier 1 capital  under  applicable
capital adequacy guidelines.

         "Additional Sums" has the meaning set forth in Section 3.6.

         "Affiliate"  has the same  meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

         "Authenticating  Agent" means any agent or agents of the Trustee  which
at the time shall be appointed and acting pursuant to Section 6.12.

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

         "Board of  Directors"  means the board of  directors  or the  executive
committee or any other duly authorized designated officers of the Company.

         "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 and delivered to the Trustee.

         "Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions in New York City or Hartford,  Connecticut are
permitted or required by any applicable law to close.

         "Capital Securities" means undivided beneficial interests in the assets
of the Trust which rank pari passu with Common  Securities  issued by the Trust;
provided,  however,  that upon the  occurrence  and  continuance  of an Event of
Default  (as defined in the  Declaration),  the rights of holders of such Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption  and  otherwise  are  subordinated  to the  rights of holders of such
Capital Securities.

         "Capital  Securities  Guarantee" means the guarantee agreement that the
Company  enters into with State  Street Bank and Trust  Company of  Connecticut,
National  Association,  as guarantee  trustee,  or other  Persons that  operates
directly or indirectly  for the benefit of holders of Capital  Securities of the
Trust.

         "Capital  Treatment  Event"  means the  receipt by the  Company and the
Trust of an opinion of counsel  experienced  in such matters to the effect that,
as a result of the  occurrence  of any amendment  to, or change  (including  any
announced  prospective  change) in, the laws, rules or regulations of the United
States or any political  subdivision thereof or therein, or as the result of any
official or administrative  pronouncement or action or decision  interpreting or
applying such laws, rules or regulations, which amendment or change is effective
or which pronouncement,  action or decision is announced on or after the date of
original  issuance of the Debentures,  there is more than an insubstantial  risk
that  the  Company  will  not,  within  90 days of the date of such  opinion  be
entitled to treat an amount  equal to the  aggregate  liquidation  amount of the
Debentures  as "Tier 1 Capital"  (or its then  equivalent)  for  purposes of the
capital  adequacy  guidelines  of the  Federal  Reserve,  as then in effect  and
applicable to the Company (or if the Company is not a bank holding company, such
guidelines  applied  to the  Company  as if the  Company  were  subject  to such
guidelines);  provided,  however, that the inability of the Company to treat all
or any portion of the  liquidation  amount of the  Debentures  as Tier l Capital
shall not constitute the basis for a Capital  Treatment Event, if such inability
results from the Company having cumulative  preferred stock,  minority interests
in consolidated  subsidiaries,  or any other class of security or interest which
the Federal  Reserve or OTS, as applicable,  may now or hereafter  accord Tier 1
Capital treatment in excess of the amount which may now or hereafter qualify for
treatment  as Tier 1  Capital  under  applicable  capital

                                       2
<PAGE>

adequacy  guidelines;  provided  further,  however,  that  the  distribution  of
Debentures in connection  with the  liquidation of the Trust shall not in and of
itself  constitute a Capital  Treatment Event unless such liquidation shall have
occurred in connection with a Tax Event or an Investment Company Event.

         "Certificate"  means a  certificate  signed by any one of the principal
executive officer,  the principal financial officer or the principal  accounting
officer of the Company.

         "Common Securities" means undivided  beneficial interests in the assets
of the Trust which rank pari passu with Capital  Securities issued by the Trust;
provided,  however,  that upon the  occurrence  and  continuance  of an Event of
Default  (as defined in the  Declaration),  the rights of holders of such Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption  and  otherwise  are  subordinated  to the  rights of holders of such
Capital Securities.

         "Company" means First Financial Bancorp, a California corporation, and,
subject to the  provisions  of Article  XI,  shall  include its  successors  and
assigns.

         "Coupon Rate" has the meaning set forth in Section 2.8.

         "Debenture" or "Debentures" has the meaning stated in the first recital
of this Indenture.

         "Debenture Register" has the meaning specified in Section 2.5.

         "Declaration"  means the Amended and Restated  Declaration  of Trust of
the Trust, as amended or supplemented from time to time.

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

         "Defaulted Interest" has the meaning set forth in Section 2.8.

         "Distribution Period" has the meaning set forth in Section 2.8.

         "Determination Date" has the meaning set forth in Section 2.10.

         "Event of Default" means any event specified in Section 5.1,  continued
for the  period of time,  if any,  and after the giving of the  notice,  if any,
therein designated.

         "Extension Period" has the meaning set forth in Section 2.11.

         "Federal  Reserve" means the Board of Governors of the Federal  Reserve
System and any  successor  federal  agency  that is  primarily  responsible  for
regulating the activities of bank holding companies.

         "Indenture" means this instrument as originally executed or, if amended
or supplemented as herein provided, as so amended or supplemented, or both.

         "Institutional Trustee" has the meaning set forth in the Declaration.

         "Interest  Payment Date" means each March 26, June 26, September 26 and
December 26 during the term of this Indenture.

                                       3
<PAGE>

         "Interest  Rate" means for the period  beginning on (and including) the
date of original  issuance and ending on (but  excluding) June 26, 2002 the rate
per annum of 5.59% and for each Distribution Period thereafter, the Coupon Rate.

         "Investment  Company  Event"  means the  receipt by the Company and the
Trust of an opinion of counsel  experienced  in such matters to the effect that,
as a result of the occurrence of a change in law or regulation or written change
(including any announced prospective change) in interpretation or application of
law or  regulation  by any  legislative  body,  court,  governmental  agency  or
regulatory authority, there is more than an insubstantial risk that the Trust is
or, within 90 days of the date of such opinion will be considered an "investment
company" that is required to be registered  under the Investment  Company Act of
1940, as amended which change or prospective  change becomes  effective or would
become  effective,  as the case may be, on or after the date of the  issuance of
the Debentures.

         "Liquidation  Amount"  means the stated  amount of $1,000.00  per Trust
Security.

         "Maturity Date" means March 26, 2032.

         "Officers'  Certificate"  means a certificate signed by the Chairman of
the Board, the Chief Executive Officer,  the Vice Chairman,  the President,  any
Managing  Director or any Vice  President,  and by the  Treasurer,  an Assistant
Treasurer,  the  Comptroller,  an  Assistant  Comptroller,  the  Secretary or an
Assistant  Secretary of the  Company,  and  delivered to the Trustee.  Each such
certificate shall include the statements  provided for in Section 14.6 if and to
the extent required by the provisions of such Section.

         "Opinion  of  Counsel"  means an  opinion  in  writing  signed by legal
counsel,  who may be an employee of or counsel to the  Company,  or may be other
counsel reasonably  satisfactory to the Trustee. Each such opinion shall include
the statements provided for in Section 14.6 if and to the extent required by the
provisions of such Section.

         "OTS" means the Office of Thrift  Supervision and any successor federal
agency that is primarily  responsible  for  regulating the activities of savings
and loan holding companies.

         The term "outstanding," when used with reference to Debentures,  means,
subject to the  provisions  of  Section  7.4,  as of any  particular  time,  all
Debentures  authenticated  and  delivered  by the Trustee or the  Authenticating
Agent under this Indenture, except:

         (a)   Debentures   theretofore   canceled   by  the   Trustee   or  the
Authenticating Agent or delivered to the Trustee for cancellation;

         (b) Debentures,  or portions thereof,  for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and  segregated  in trust by the Company (if the Company  shall act as its
own paying agent);  provided,  however,  that, if such  Debentures,  or portions
thereof, are to be redeemed prior to maturity thereof, notice of such redemption
shall have been given as provided in Section 10.3 or provision  satisfactory  to
the Trustee shall have been made for giving such notice; and

         (c)  Debentures  paid  pursuant  to  Section  2.6 or in  lieu  of or in
substitution  for which  other  Debentures  shall  have been  authenticated  and
delivered  pursuant to the terms of Section 2.6 unless proof satisfactory to the
Company and the Trustee is presented  that any such  Debentures are held by bona
fide holders in due course.

                                       4
<PAGE>

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

         "Predecessor Security" of any particular Debenture means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular  Debenture;  and,  for  purposes of this  definition,  any  Debenture
authenticated  and delivered  under Section 2.6 in lieu of a lost,  destroyed or
stolen  Debenture  shall  be  deemed  to  evidence  the same  debt as the  lost,
destroyed or stolen Debenture.

         "Principal  Office of the Trustee," or other  similar  term,  means the
office of the  Trustee,  at which at any  particular  time its  corporate  trust
business shall be principally  administered,  which at the time of the execution
of  this  Indenture  shall  be 225  Asylum  Street,  Goodwin  Square,  Hartford,
Connecticut 06103.

         "Redemption Date" has the meaning set forth in Section 10.1.

         "Redemption Price" means 100% of the principal amount of the Debentures
being  redeemed,  plus  accrued and unpaid  interest on such  Debentures  to the
Redemption Date.

         "Responsible  Officer" means, with respect to the Trustee,  any officer
within the Principal Office of the Trustee,  including any  vice-president,  any
assistant vice-president, any secretary, any assistant secretary, the treasurer,
any  assistant  treasurer,  any trust  officer or other officer of the Principal
Trust Office of the Trustee  customarily  performing  functions similar to those
performed by any of the above designated  officers and also means,  with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred  because  of that  officer's  knowledge  of and  familiarity  with  the
particular subject.

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

         "Securityholder," "holder of Debentures," or other similar terms, means
any Person in whose name at the time a particular Debenture is registered on the
register kept by the Company or the Trustee for that purpose in accordance  with
the terms hereof.

         "Senior  Indebtedness"  means,  with  respect to the  Company,  (i) the
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  notes,  bonds or other similar  instruments  issued by the Company;
(ii) all capital lease obligations of the Company;  (iii) all obligations of the
Company  issued or assumed  as the  deferred  purchase  price of  property,  all
conditional  sale  obligations of the Company and all obligations of the Company
under any title retention agreement; (iv) all obligations of the Company for the
reimbursement  of any letter of credit,  any banker's  acceptance,  any security
purchase facility, any repurchase agreement or similar arrangement, any interest
rate swap, any other hedging  arrangement,  any obligation  under options or any
similar credit or other transaction; (v) all obligations of the type referred to
in clauses (i) through (iv) above of other  Persons for the payment of which the
Company is  responsible or liable as obligor,  guarantor or otherwise;  and (vi)
all  obligations  of the type  referred  to in clauses  (i) through (v) above of
other  Persons  secured  by any lien on any  property  or  asset of the  Company
(whether or not such obligation is assumed by the Company),  whether incurred on
or prior to the date of this Indenture or thereafter  incurred.  Notwithstanding
the foregoing, "Senior Indebtedness" shall not include (1) any Additional Junior
Indebtedness, (2) Debentures issued pursuant to this Indenture and guarantees in
respect of such Debentures, (3) trade accounts payable of the Company arising in
the ordinary course of business (such trade accounts payable being pari passu in
right of payment to the  Debentures),  or (4) obligations  with respect to which
(a) in the  instrument  creating or evidencing the same or pursuant to

                                       5
<PAGE>

which the same is  outstanding,  it is provided that such  obligations  are pari
passu,  junior or otherwise  not superior in right of payment to the  Debentures
and (b) the Company,  prior to the issuance thereof,  has notified (and, if then
required under the applicable  guidelines of the regulating entity, has received
approval from) the Federal Reserve (if the Company is a bank holding company) or
the  OTS (if  the  Company  is a  savings  and  loan  holding  company).  Senior
Indebtedness  shall  continue to be Senior  Indebtedness  and be entitled to the
subordination  provisions irrespective of any amendment,  modification or waiver
of any term of such Senior Indebtedness.

         "Special Event" means any of a Capital  Treatment  Event, an Investment
Company Event or a Tax Event.

         "Special Redemption Date" has the meaning set forth in 43.2.

         "Special  Redemption Price" means (i) 107.5% of the principal amount of
the Debentures  being redeemed on a Redemption Date that occurs before March 26,
2007 and (ii) 100% of the principal amount of the Debentures being redeemed on a
Redemption Date that occurs on March 26, 2007 or after,  plus accrued and unpaid
interest on such Debentures to the Redemption Date.

         "Subsidiary"  means with respect to any Person,  (i) any corporation at
least a majority of the outstanding voting stock of which is owned,  directly or
indirectly,  by such  Person or by one or more of its  Subsidiaries,  or by such
Person and one or more of its Subsidiaries,  (ii) any general partnership, joint
venture or similar entity, at least a majority of the outstanding partnership or
similar  interests of which shall at the time be owned by such Person, or by one
or  more  of  its  Subsidiaries,  or by  such  Person  and  one or  more  of its
Subsidiaries  and (iii) any limited  partnership  of which such Person or any of
its  Subsidiaries  is a general  partner.  For the purposes of this  definition,
"voting stock" means shares,  interests,  participations or other equivalents in
the equity interest  (however  designated) in such Person having ordinary voting
power for the election of a majority of the  directors  (or the  equivalent)  of
such Person, other than shares,  interests,  participations or other equivalents
having such power only by reason of the occurrence of a contingency.

         "Tax  Event"  means  the  receipt  by the  Company  and the Trust of an
opinion of counsel  experienced  in such matters to the effect that, as a result
of any amendment to or change  (including any announced  prospective  change) in
the laws or any  regulations  thereunder  of the United  States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  administrative  pronouncement  (including  any private  letter ruling,
technical advice memorandum,  field service advice, regulatory procedure, notice
or  announcement,  including any notice or  announcement of intent to adopt such
procedures or regulations  (an  "Administrative  Action")) or judicial  decision
interpreting  or applying such laws or  regulations,  regardless of whether such
Administrative  Action or judicial decision is issued to or in connection with a
proceeding  involving  the  Company or the Trust and  whether or not  subject to
review or appeal, which amendment, clarification,  change, Administrative Action
or decision is enacted,  promulgated or announced,  in each case on or after the
date of original issuance of the Debentures, there is more than an insubstantial
risk  that:  (i) the  Trust  is,  or will be  within 90 days of the date of such
opinion,  subject to United  States  federal  income tax with  respect to income
received or accrued on the Debentures;  (ii) interest  payable by the Company on
the  Debentures is not, or within 90 days of the date of such opinion,  will not
be,  deductible by the Company,  in whole or in part,  for United States federal
income  tax  purposes;  or (iii)  the Trust is, or will be within 90 days of the
date of such opinion,  subject to more than a de minimis  amount of other taxes,
duties or other governmental charges.

         "3-Month LIBOR" has the meaning set forth in Section 2.10.

         "Telerate Page 3750" has the meaning set forth in Section 2.10.

                                       6
<PAGE>

         "Trust"  shall  mean  First   Financial  (CA)  Statutory   Trust  I,  a
Connecticut  statutory trust, or any other similar trust created for the purpose
of issuing  Capital  Securities  in  connection  with the issuance of Debentures
under this Indenture, of which the Company is the sponsor.

         "Trust  Securities" means Common  Securities and Capital  Securities of
the Trust.

         "Trustee"  means State  Street Bank and Trust  Company of  Connecticut,
National Association, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder.

Section 35.

DEBENTURES

         35.1.  Authentication  and Dating.  Upon the  execution and delivery of
this  Indenture,  or from time to time  thereafter,  Debentures  in an aggregate
principal amount not in excess of $5,155,000.00 may be executed and delivered by
the Company to the Trustee for  authentication,  and the Trustee shall thereupon
authenticate  and make  available  for delivery  said  Debentures to or upon the
written order of the Company,  signed by its Chairman of the Board of Directors,
Chief  Executive  Officer,  Vice Chairman,  the  President,  one of its Managing
Directors  or one of its Vice  Presidents  without  any  further  action  by the
Company  hereunder.  In  authenticating  such  Debentures,   and  accepting  the
additional responsibilities under this Indenture in relation to such Debentures,
the Trustee shall be entitled to receive,  and (subject to Section 6.1) shall be
fully protected in relying upon:

                  35.1.1.  a copy of any Board  Resolution or Board  Resolutions
relating thereto and, if applicable,  an appropriate  record of any action taken
pursuant to such  resolution,  in each case  certified  by the  Secretary  or an
Assistant Secretary of the Company, as the case may be; and

                  35.1.2.  an Opinion of Counsel  prepared  in  accordance  with
Section 14.6 which shall also state:

         (a) that such  Debentures,  when  authenticated  and  delivered  by the
Trustee  and issued by the Company in each case in the manner and subject to any
conditions  specified  in such  Opinion of Counsel,  will  constitute  valid and
legally binding obligations of the Company,  subject to or limited by applicable
bankruptcy,   insolvency,   reorganization,    conservatorship,    receivership,
moratorium  and other  statutory  or  decisional  laws  relating to or affecting
creditors' rights or the  reorganization of financial  institutions  (including,
without  limitation,  preference  and fraudulent  conveyance or transfer  laws),
heretofore or hereafter enacted or in effect,  affecting the rights of creditors
generally; and

         (b) that all laws and  requirements  in  respect of the  execution  and
delivery  by the  Company of the  Debentures  have been  complied  with and that
authentication  and delivery of the  Debentures  by the Trustee will not violate
the terms of this Indenture.

         The Trustee shall have the right to decline to authenticate and deliver
any  Debentures  under this Section if the Trustee,  being advised in writing by
counsel,  determines  that  such  action  may  not  lawfully  be  taken  or if a
Responsible  Officer  of the  Trustee in good faith  shall  determine  that such
action would expose the Trustee to personal liability to existing holders.

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

                                       7
<PAGE>

         35.2. Form of Trustee's  Certificate of  Authentication.  The Trustee's
certificate of  authentication  on all Debentures shall be in substantially  the
following form:

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

         State  Street  Bank  and  Trust   Company  of   Connecticut,   National
Association, as Trustee

         By
              -----------------------------------------------------------------
              Authorized Signer

         35.3.  Form and  Denomination  of Debentures.  The Debentures  shall be
substantially in the form of Exhibit A attached hereto.  The Debentures shall be
in registered, certificated form without coupons and in minimum denominations of
$500,000.00  and any  multiple of  $1,000.00 in excess  thereof.  Any  attempted
transfer of the  Debentures in a block having an aggregate  principal  amount of
less  than  $500,000.00  shall be deemed  to be  voided  and of no legal  effect
whatsoever.  Any such purported transferee shall be deemed not to be a holder of
such  Debentures for any purpose,  including,  but not limited to the receipt of
payments on such  Debentures,  and such purported  transferee shall be deemed to
have no  interest  whatsoever  in  such  Debentures.  The  Debentures  shall  be
numbered,  lettered, or otherwise  distinguished in such manner or in accordance
with  such  plans as the  officers  executing  the same may  determine  with the
approval  of the  Trustee  as  evidenced  by the  execution  and  authentication
thereof.

         35.4.  Execution of Debentures.  The Debentures  shall be signed in the
name and on behalf of the Company by the manual or  facsimile  signature  of its
Chairman of the Board of Directors,  Chief  Executive  Officer,  Vice  Chairman,
President,  one  of  its  Managing  Directors  or  one  of  its  Executive  Vice
Presidents,  Senior Vice Presidents or Vice Presidents.  Only such Debentures as
shall bear thereon a certificate  of  authentication  substantially  in the form
herein before recited,  executed by the Trustee or the  Authenticating  Agent by
the manual signature of an authorized signer,  shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the  Trustee or the  Authenticating  Agent upon any  Debenture  executed  by the
Company shall be conclusive  evidence  that the Debenture so  authenticated  has
been duly authenticated and delivered  hereunder and that the holder is entitled
to the benefits of this Indenture.

         In case any  officer of the  Company  who shall have  signed any of the
Debentures  shall cease to be such officer before the Debentures so signed shall
have been  authenticated  and  delivered  by the  Trustee or the  Authenticating
Agent,  or disposed  of by the  Company,  such  Debentures  nevertheless  may be
authenticated  and delivered or disposed of as though the Person who signed such
Debentures  had not ceased to be such officer of the Company;  and any Debenture
may be signed on behalf of the Company by such Persons as, at the actual date of
the execution of such  Debenture,  shall be the proper  officers of the Company,
although at the date of the execution of this  Indenture any such person was not
such an officer.

         Every Debenture shall be dated the date of its authentication.

         35.5. Exchange and Registration of Transfer of Debentures.  The Company
shall cause to be kept,  at the office or agency  maintained  for the purpose of
registration of transfer and for exchange as provided in Section 3.2, a register
(the "Debenture Register") for the Debentures issued hereunder in which, subject
to such  reasonable  regulations as it may prescribe,  the Company shall provide
for the  registration  and  transfer  of all  Debentures  as in this  Article II
provided.  The Debenture  Register shall be in written form or in any other form
capable of being converted into written form within a reasonable time.

                                       8
<PAGE>

         Debentures to be exchanged may be surrendered  at the Principal  Office
of the  Trustee or at any office or agency to be  maintained  by the Company for
such  purpose as provided in Section  3.2, and the Company  shall  execute,  the
Company or the Trustee  shall  register  and the  Trustee or the  Authenticating
Agent shall  authenticate  and make available for delivery in exchange  therefor
the Debenture or Debentures which the  Securityholder  making the exchange shall
be entitled to receive. Upon due presentment for registration of transfer of any
Debenture at the  Principal  Office of the Trustee or at any office or agency of
the Company  maintained for such purpose as provided in Section 3.2, the Company
shall execute,  the Company or the Trustee shall register and the Trustee or the
Authenticating  Agent shall  authenticate and make available for delivery in the
name of the  transferee or  transferees  a new  Debenture  for a like  aggregate
principal  amount.  Registration or registration of transfer of any Debenture by
the Trustee or by any agent of the Company  appointed  pursuant to Section  3.2,
and delivery of such Debenture,  shall be deemed to complete the registration or
registration of transfer of such Debenture.

         All Debentures  presented for  registration of transfer or for exchange
or  payment  shall  (if  so  required  by the  Company  or  the  Trustee  or the
Authenticating  Agent)  be duly  endorsed  by,  or be  accompanied  by a written
instrument or  instruments of transfer in form  satisfactory  to the Company and
the  Trustee  or the  Authenticating  Agent duly  executed  by the holder or his
attorney duly authorized in writing.

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

         The  Company  or the  Trustee  shall not be  required  to  exchange  or
register a transfer of any Debenture for a period of 15 days next  preceding the
date of selection of Debentures for redemption.

         Notwithstanding anything herein to the contrary,  Debentures may not be
transferred except in compliance with the restricted securities legend set forth
below,  unless otherwise  determined by the Company,  upon the advice of counsel
expert in securities law, in accordance with applicable law:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "SECURITIES  ACT"),  ANY STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE COMPANY,  (B) PURSUANT TO A
REGISTRATION  STATEMENT  THAT HAS BEEN DECLARED  EFFECTIVE  UNDER THE SECURITIES
ACT,  (C) TO A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES  IS A  QUALIFIED
INSTITUTIONAL  BUYER IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE  144A,  (D)  TO A  NON-U.S.  PERSON  IN AN  OFFSHORE  TRANSACTION  IN
ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH  (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY  FOR  ITS OWN  ACCOUNT,  OR FOR THE  ACCOUNT  OF SUCH AN  INSTITUTIONAL
ACCREDITED  INVESTOR,  FOR  INVESTMENT  PURPOSES  AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE

                                       9
<PAGE>

SECURITIES  ACT,  OR (F)  PURSUANT  TO ANY OTHER  AVAILABLE  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYMENT  RETIREMENT  INCOME  SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A "PLAN"),  OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER  OR HOLDER IS  ELIGIBLE  FOR  EXEMPTIVE  RELIEF  AVAILABLE  UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER  APPLICABLE  EXEMPTION  OR ITS  PURCHASE AND HOLDING OF
THIS  SECURITY IS NOT  PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH  PURCHASE OR HOLDING.  ANY  PURCHASER OR HOLDER OF THE
SECURITIES  OR ANY INTEREST  THEREIN WILL BE DEEMED TO HAVE  REPRESENTED  BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE  BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF ERISA,  OR A PLAN TO WHICH SECTION 4975 OF
THE CODE IS  APPLICABLE,  A  TRUSTEE  OR OTHER  PERSON  ACTING  ON  BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY  EMPLOYEE  BENEFIT  PLAN OR PLAN TO  FINANCE  SUCH  PURCHASE,  OR (ii)  SUCH
PURCHASE WILL NOT RESULT IN A PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA
OR  SECTION  4975 OF THE CODE FOR  WHICH  THERE IS NO  APPLICABLE  STATUTORY  OR
ADMINISTRATIVE EXEMPTION.

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING AN AGGREGATE  PRINCIPAL AMOUNT OF NOT LESS THAN $500,000.00 AND MULTIPLES
OF $1,000.00 IN EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS SECURITY IN A
BLOCK HAVING AN AGGREGATE  PRINCIPAL  AMOUNT OF LESS THAN  $500,000.00  SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

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

         35.6.  Mutilated,  Destroyed,  Lost or Stolen  Debentures.  In case any
Debenture shall become  mutilated or be destroyed,  lost or stolen,  the Company
shall execute,  and upon its written request the Trustee shall  authenticate and
deliver, a new Debenture bearing a number not contemporaneously  outstanding, in
exchange and  substitution  for the  mutilated  Debenture,  or in lieu of and in
substitution for the Debenture so destroyed,  lost or stolen.  In every case the
applicant  for a  substituted  Debenture  shall  furnish to the  Company and the
Trustee  such  security or  indemnity as may be required by them to save each of
them harmless,  and, in every case of destruction,  loss or theft, the applicant
shall also furnish to the Company and the Trustee evidence to their satisfaction
of the  destruction,  loss or  theft  of  such  Debenture  and of the  ownership
thereof.

                                       10
<PAGE>

         The Trustee may authenticate any such substituted Debenture and deliver
the same  upon the  written  request  or  authorization  of any  officer  of the
Company. Upon the issuance of any substituted Debenture, 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  connected
therewith.  In case any Debenture which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed,  lost
or stolen,  the Company may, instead of issuing a substitute  Debenture,  pay or
authorize the payment of the same (without  surrender thereof except in the case
of a mutilated Debenture) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction,  loss or theft, evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of such Debenture and of the ownership thereof.

         Every  substituted  Debenture issued pursuant to the provisions of this
Section 2.6 by virtue of the fact that any such Debenture is destroyed,  lost or
stolen shall  constitute  an additional  contractual  obligation of the Company,
whether or not the  destroyed,  lost or stolen  Debenture  shall be found at any
time,  and shall be entitled to all the benefits of this  Indenture  equally and
proportionately  with any and all other  Debentures duly issued  hereunder.  All
Debentures  shall be held and owned  upon the  express  condition  that,  to the
extent permitted by applicable law, the foregoing  provisions are exclusive with
respect to the  replacement or payment of mutilated,  destroyed,  lost or stolen
Debentures   and  shall   preclude   any  and  all  other   rights  or  remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the  replacement  or payment of negotiable  instruments or other
securities without their surrender.

         35.7.  Temporary  Debentures.  Pending the  preparation  of  definitive
Debentures,  the Company may execute and the Trustee shall authenticate and make
available  for  delivery  temporary   Debentures  that  are  typed,  printed  or
lithographed.   Temporary   Debentures  shall  be  issuable  in  any  authorized
denomination, and substantially in the form of the definitive Debentures in lieu
of which they are issued but with such  omissions,  insertions and variations as
may be  appropriate  for temporary  Debentures,  all as may be determined by the
Company.  Every such temporary Debenture shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in  substantially  the
same manner,  and with the same effect,  as the definitive  Debentures.  Without
unreasonable  delay the Company  will  execute and deliver to the Trustee or the
Authenticating  Agent  definitive  Debentures and thereupon any or all temporary
Debentures may be surrendered in exchange therefor,  at the principal  corporate
trust office of the Trustee or at any office or agency maintained by the Company
for  such   purpose  as  provided  in  Section  3.2,  and  the  Trustee  or  the
Authenticating  Agent shall  authenticate  and make  available  for  delivery in
exchange for such temporary Debentures a like aggregate principal amount of such
definitive  Debentures.  Such  exchange  shall be made by the Company at its own
expense and without any charge therefor except that in case of any such exchange
involving a  registration  of transfer the Company may require  payment of a sum
sufficient  to cover  any  tax,  fee or other  governmental  charge  that may be
imposed in relation thereto. Until so exchanged,  the temporary Debentures shall
in all  respects  be  entitled  to the same  benefits  under this  Indenture  as
definitive Debentures authenticated and delivered hereunder.

         35.8.  Payment of Interest  and  Additional  Interest.  Interest at the
Interest Rate and any Additional Interest on any Debenture that is payable,  and
is  punctually  paid or duly  provided  for, on any  Interest  Payment  Date for
Debentures  shall be paid to the Person in whose name said  Debenture (or one or
more  Predecessor  Securities)  is  registered  at the close of  business on the
regular record date for such interest  installment  except that interest and any
Additional  Interest payable on the Maturity Date shall be paid to the Person to
whom  principal is paid. In the event that any  Debenture or portion  thereof is
called for redemption and the redemption  date is subsequent to a regular record
date with  respect  to any  Interest


                                       11
<PAGE>

Payment Date and prior to such Interest Payment Date, interest on such Debenture
will be paid upon presentation and surrender of such Debenture.

         Each  Debenture  shall bear  interest for the period  beginning on (and
including) the date of original  issuance and ending on (but excluding) June 26,
2002 at a rate per annum of 5.59%,  and shall bear interest for each  successive
period beginning on (and including) June 26, 2002, and each succeeding  Interest
Payment Date, and ending on (but excluding) the next succeeding Interest Payment
Date (each,  a  "Distribution  Period") at a rate per annum equal to the 3-Month
LIBOR,  determined as described in Section 2.10, plus 3.60% (the "Coupon Rate");
provided,  however,  that prior to March 26,  2007,  the  Coupon  Rate shall not
exceed  11.00%,  applied to the principal  amount  thereof,  until the principal
thereof becomes due and payable,  and on any overdue principal and to the extent
that  payment of such  interest is  enforceable  under  applicable  law (without
duplication)  on any  overdue  installment  of  interest  at the  Interest  Rate
compounded  quarterly.  Interest  shall  be  payable  (subject  to any  relevant
Extension  Period)  quarterly in arrears on each Interest  Payment Date with the
first installment of interest to be paid on June 26, 2002.

         Any interest on any Debenture,  including Additional Interest,  that is
payable,  but is not  punctually  paid or duly  provided  for,  on any  Interest
Payment Date (herein called  "Defaulted  Interest")  shall forthwith cease to be
payable to the registered  holder on the relevant  regular record date by virtue
of having been such holder;  and such  Defaulted  Interest  shall be paid by the
Company to the  Persons  in whose  names such  Debentures  (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 at least
25 days prior to the date of the  proposed  payment  of the amount of  Defaulted
Interest proposed to be paid on each such Debenture and the date of the proposed
payment,  and at the same time the  Company  shall  deposit  with the Trustee an
amount of money equal to the aggregate  amount proposed to be paid in respect of
such Defaulted  Interest or shall make arrangements  satisfactory to the Trustee
for such  deposit  prior to the date of the  proposed  payment,  such money when
deposited  to be held in trust for the benefit of the  Persons  entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such  Defaulted  Interest which shall not
be more than 15 nor less than 10 days prior to the date of the proposed  payment
and not less than 10 days after the  receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly notify the Company of such special
record  date and,  in the name and at the  expense of the  Company,  shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed,  first class postage prepaid, to each Securityholder
at its address as it appears in the  Debenture  Register,  not less than 10 days
prior to such  special  record  date.  Notice of the  proposed  payment  of such
Defaulted  Interest and the special  record date therefor  having been mailed as
aforesaid,  such Defaulted  Interest shall be paid to the Persons in whose names
such Debentures (or their respective  Predecessor  Securities) are registered on
such special record date and shall be no longer payable.

         The  Company  may  make  payment  of  any  Defaulted  Interest  on  any
Debentures  in any other lawful  manner after notice given by the Company to the
Trustee of the proposed payment method;  provided,  however,  the Trustee in its
sole discretion deems such payment method to be practical.

         Any interest  scheduled to become  payable on an Interest  Payment Date
occurring during an Extension  Period shall not be Defaulted  Interest and shall
be  payable  on  such  other  date  as may be  specified  in the  terms  of such
Debentures.

         The term  "regular  record date" as used in this Section shall mean the
close of business on the 15th day next preceding the applicable Interest Payment
Date.

                                       12
<PAGE>

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

         35.9.  Cancellation of Debentures Paid, etc. All Debentures surrendered
for the purpose of payment,  redemption,  exchange or  registration of transfer,
shall,  if surrendered to the Company or any paying agent, be surrendered to the
Trustee and promptly  canceled by it, or, if  surrendered  to the Trustee or any
Authenticating  Agent, shall be promptly canceled by it, and no Debentures shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture.  All Debentures canceled by any Authenticating Agent shall be
delivered  to the Trustee.  The Trustee  shall  destroy all canceled  Debentures
unless the Company  otherwise  directs  the  Trustee in writing.  If the Company
shall acquire any of the Debentures, however, such acquisition shall not operate
as a  redemption  or  satisfaction  of  the  indebtedness  represented  by  such
Debentures  unless  and  until  the  same are  surrendered  to the  Trustee  for
cancellation.

         35.10.  Computation of Interest. The amount of interest payable for the
Distribution Period commencing on June 26, 2002 and each succeeding Distribution
Period will be calculated by applying the Interest Rate to the principal  amount
outstanding at the commencement of the Distribution  Period and multiplying each
such amount by the actual number of days in the  Distribution  Period  concerned
divided by 360.  In the event that any date on which  interest is payable on the
Debentures is not a Business Day, then payment of interest  payable on such date
shall be made on the next  succeeding  day which is a Business  Day (and without
any  interest or other  payment in respect of any such delay),  except that,  if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and  effect as if made on the date such  payment  was  originally  payable.  All
percentages  resulting from any  calculations on the Debentures will be rounded,
if necessary,  to the nearest one hundred-thousandth of a percentage point, with
five  one-millionths  of a percentage  point rounded upward (e.g.,  9.876545% or
..09876545 being rounded to 9.87655% or .0987655,  and all dollar amounts used in
or  resulting  from such  calculation  will be rounded to the nearest cent (with
one-half cent being rounded upward)).

                  35.10.1.  "3-Month LIBOR" means the London  interbank  offered
interest rate for three-month, U.S. dollar deposits determined by the Trustee in
the following order of priority:

                  (1) the rate  (expressed  as a percentage  per annum) for U.S.
         dollar deposits having a three-month  maturity that appears on Telerate
         Page 3750 as of 11:00 a.m.  (London time) on the related  Determination
         Date (as  defined  below).  "Telerate  Page  3750"  means  the  display
         designated  as "Page  3750" on the Dow Jones  Telerate  Service or such
         other  page as may  replace  Page 3750 on that  service  or such  other
         service  or  services  as may be  nominated  by  the  British  Bankers'
         Association  as the  information  vendor for the purpose of  displaying
         London interbank offered rates for U.S. dollar deposits;

                  (2)  if  such  rate  cannot  be   identified  on  the  related
         Determination  Date,  the Trustee  will  request the  principal  London
         offices of four leading banks in the London interbank market to provide
         such banks' offered quotations  (expressed as percentages per annum) to
         prime banks in the London  interbank  market for U.S.  dollar  deposits
         having a  three-month  maturity as of 11:00 a.m.  (London time) on such
         Determination  Date. If at least two quotations  are provided,  3-Month
         LIBOR will be the arithmetic mean of such quotations;

                  (3)  if  fewer  than  two  such  quotations  are  provided  as
         requested in clause (2) above,  the Trustee will request four major New
         York City banks to provide such banks' offered quotations (expressed as
         percentages  per  annum) to  leading  European  banks for loans in U.S.

                                       13
<PAGE>

         dollars as of 11:00 a.m. (London time) on such  Determination  Date. If
         at least two such  quotations  are provided,  3-Month LIBOR will be the
         arithmetic mean of such quotations; and

                  (4)  if  fewer  than  two  such  quotations  are  provided  as
         requested in clause (3) above,  3-Month  LIBOR will be a 3-Month  LIBOR
         determined  with  respect  to  the  Distribution   Period   immediately
         preceding such current Distribution Period.

         If the rate for U.S. dollar deposits having a three-month maturity that
initially  appears on Telerate  Page 3750 as of 11:00 a.m.  (London time) on the
related  Determination  Date  is  superseded  on the  Telerate  Page  3750  by a
corrected rate by 12:00 noon (London time) on such Determination  Date, then the
corrected rate as so  substituted on the applicable  page will be the applicable
3-Month LIBOR for such Determination Date.

         (b) The  Coupon  Rate for any  Distribution  Period  will at no time be
higher than the maximum  rate then  permitted by New York law as the same may be
modified by United States law.

                  35.10.3.  "Determination  Date"  means  the  date  that is two
London  Banking Days (i.e., a business day in which dealings in deposits in U.S.
dollars are transacted in the London interbank  market) preceding the particular
Distribution Period for which a Coupon Rate is being determined.

                  35.10.4.   The  Trustee   shall   notify  the   Company,   the
Institutional  Trustee  and any  securities  exchange or  interdealer  quotation
system on which the Capital  Securities  are listed,  of the Coupon Rate and the
Determination  Date  for  each  Distribution  Period,  in  each  case as soon as
practicable  after the  determination  thereof  but in no event  later  than the
thirtieth (30th) day of the relevant Distribution Period.  Failure to notify the
Company,  the  Institutional  Trustee or any securities  exchange or interdealer
quotation system, or any defect in said notice,  shall not affect the obligation
of the Company to make payment on the Debentures at the applicable  Coupon Rate.
Any error in the  calculation of the Coupon Rate by the Trustee may be corrected
at any time by notice delivered as above provided.  Upon the request of a holder
of a Debenture, the Trustee shall provide the Coupon Rate then in effect and, if
determined, the Coupon Rate for the next Distribution Period.

                  35.10.5. Subject to the corrective rights set forth above, all
certificates, communications, opinions, determinations, calculations, quotations
and  decisions  given,  expressed,  made or  obtained  for the  purposes  of the
provisions relating to the payment and calculation of interest on the Debentures
and distributions on the Capital  Securities by the Trustee or the Institutional
Trustee will (in the absence of willful  default,  bad faith and manifest error)
be final,  conclusive  and  binding on the  Trust,  the  Company  and all of the
holders of the Debentures and the Capital Securities, and no liability shall (in
the  absence of willful  default,  bad faith or  manifest  error)  attach to the
Trustee  or the  Institutional  Trustee  in  connection  with  the  exercise  or
non-exercise  by  either  of  them  or  their  respective  powers,   duties  and
discretion.

         35.11.  Extension of Interest  Payment  Period.  So long as no Event of
Default has occurred and is continuing,  the Company shall have the right,  from
time to time,  and  without  causing an Event of Default,  to defer  payments of
interest on the  Debentures  by  extending  the interest  payment  period on the
Debentures at any time and from time to time during the term of the  Debentures,
for up to 20 consecutive  quarterly periods (each such extended interest payment
period,  an  "Extension  Period"),  during  which  Extension  Period no interest
(including  Additional  Interest) shall be due and payable.  No Extension Period
may end on a date other than an Interest  Payment  Date.  At the end of any such
Extension  Period the Company  shall pay all interest then accrued and unpaid on
the Debentures (together with Additional Interest thereon);  provided,  however,
that no Extension Period may extend beyond the Maturity Date;  provided further,
however,  that during any such Extension Period, the Company shall not and shall
not

                                       14
<PAGE>

permit any Affiliate to (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the  Company's  or such  Affiliate's  capital  stock  (other  than  payments  of
dividends or distributions  to the Company) or make any guarantee  payments with
respect to the foregoing or (ii) make any payment of principal of or interest or
premium,  if any, on or repay,  repurchase or redeem any debt  securities of the
Company or any Affiliate  that rank pari passu in all respects with or junior in
interest to the  Debentures  (other  than,  with  respect to clauses (i) or (ii)
above, (a) repurchases,  redemptions or other  acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit plan or
other  similar  arrangement  with or for the  benefit of one or more  employees,
officers,  directors or consultants,  in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities  convertible  into or  exercisable  for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable  Extension  Period,  (b) as a  result  of  any  exchange  or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (d)  any   declaration  of  a  dividend  in  connection   with  any
stockholders'  rights plan, or the issuance of rights,  stock or other  property
under any  stockholders'  rights plan, or the redemption or repurchase of rights
pursuant thereto,  (e) any dividend in the form of stock,  warrants,  options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional  shares issued in connection  therewith,  or
(f) payments under the Capital Securities  Guarantee).  Prior to the termination
of any Extension  Period,  the Company may further extend such period,  provided
that  such  period  together  with all such  previous  and  further  consecutive
extensions thereof shall not exceed 20 consecutive  quarterly periods, or extend
beyond the Maturity Date. Upon the termination of any Extension  Period and upon
the payment of all accrued and unpaid  interest  and  Additional  Interest,  the
Company  may  commence  a  new  Extension  Period,   subject  to  the  foregoing
requirements. No interest or Additional Interest shall be due and payable during
an Extension Period, except at the end thereof, but each installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
shall bear  Additional  Interest to the extent  permitted by applicable law. The
Company  must give the  Trustee  notice of its  election to begin or extend such
Extension  Period at least 5 Business  Days prior to the earlier of (i) the date
interest on the  Debentures  would have been payable  except for the election to
begin or extend such Extension Period or (ii) the date such interest is payable,
but in any event not less than 5 Business  Days prior to such record  date.  The
Trustee  shall give notice of the  Company's  election to begin a new  Extension
Period to the Securityholders.

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

                                       15
<PAGE>

Section 36.

PARTICULAR COVENANTS OF THE COMPANY

         36.1. Payment of Principal,  Premium and Interest;  Agreed Treatment of
the Debentures.

                  36.1.1. The Company covenants and agrees that it will duly and
punctually  pay or cause to be paid the  principal of and  premium,  if any, and
interest and any  Additional  Interest on the  Debentures  at the place,  at the
respective  times  and  in  the  manner  provided  in  this  Indenture  and  the
Debentures.  Each  installment  of interest on the Debentures may be paid (i) by
mailing  checks  for  such  interest  payable  to the  order of the  holders  of
Debentures  entitled thereto as they appear on the registry books of the Company
if a request for a wire transfer has not been received by the Company or (ii) by
wire  transfer to any account with a banking  institution  located in the United
States  designated  in writing by such Person to the paying  agent no later than
the related record date. Notwithstanding the foregoing, so long as the holder of
this Debenture is the Institutional Trustee, the payment of the principal of and
interest on this Debenture will be made in immediately  available  funds at such
place and to such account as may be designated by the Institutional Trustee.

                  36.1.2. The Company will treat the Debentures as indebtedness,
and the amounts payable in respect of the principal amount of such Debentures as
interest,  for all United States  federal  income tax purposes.  All payments in
respect  of such  Debentures  will be made  free  and  clear  of  United  States
withholding  tax to any  beneficial  owner thereof that has provided an Internal
Revenue Service Form W8 BEN (or any substitute or successor  form)  establishing
its non-United States status for United States federal income tax purposes.

                  36.1.3.  As of the date of this Indenture,  the Company has no
present  intention  to  exercise  its right  under  35.11 to defer  payments  of
interest on the Debentures by commencing an Extension Period.

                  36.1.4. As of the date of this Indenture, the Company believes
that the  likelihood  that it would  exercise  its  right  under  35.11 to defer
payments of interest on the Debentures by commencing an Extension  Period at any
time  during  which the  Debentures  are  outstanding  is remote  because of the
restrictions  that would be imposed on the  Company's  ability to declare or pay
dividends  or  distributions  on, or to redeem,  purchase or make a  liquidation
payment  with  respect to, any of its  outstanding  equity and on the  Company's
ability to make any payments of principal  of or interest on, or  repurchase  or
redeem, any of its debt securities that rank pari passu in all respects with (or
junior in interest to) the Debentures.

         36.2.  Offices  for Notices  and  Payments,  etc. So long as any of the
Debentures   remain   outstanding,   the  Company  will  maintain  in  Hartford,
Connecticut,  an office or agency  where the  Debentures  may be  presented  for
payment,  an  office  or  agency  where  the  Debentures  may be  presented  for
registration  of transfer and for exchange as in this Indenture  provided and an
office or agency where  notices and demands to or upon the Company in respect of
the Debentures or of this Indenture may be served.  The Company will give to the
Trustee  written  notice of the location of any such office or agency and of any
change of location thereof.  Until otherwise designated from time to time by the
Company in a notice to the Trustee,  or specified as  contemplated by 35.5, such
office or agency for all of the above  purposes shall be the office or agency of
the  Trustee.  In case the  Company  shall fail to  maintain  any such office or
agency  in  Hartford,  Connecticut,  or shall  fail to give  such  notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Principal Office of the Trustee.

                                       16
<PAGE>

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

         36.3.  Appointments to Fill Vacancies in Trustee's Office. The Company,
whenever  necessary  to avoid or fill a vacancy in the office of  Trustee,  will
appoint,  in the manner provided in Section 6.9, a Trustee,  so that there shall
at all times be a Trustee hereunder.

         36.4. Provision as to Paying Agent.

                  36.4.1. If the Company shall appoint a paying agent other than
the  Trustee,  it will cause such  paying  agent to execute  and  deliver to the
Trustee an instrument in which such agent shall agree with the Trustee,  subject
to the provision of this Section 3.4,

                  (a) that it will  hold all sums  held by it as such  agent for
the payment of the principal of and premium, if any, or interest, if any, on the
Debentures  (whether  such sums have  been paid to it by the  Company  or by any
other obligor on the  Debentures) in trust for the benefit of the holders of the
Debentures;

                  (b) that it will give the Trustee prompt written notice of any
failure by the Company (or by any other obligor on the  Debentures)  to make any
payment of the  principal  of and premium,  if any, or interest,  if any, on the
Debentures when the same shall be due and payable; and

                  (c) that it will,  at any time during the  continuance  of any
Event of Default, upon the written request of the Trustee,  forthwith pay to the
Trustee all sums so held in trust by such paying agent.

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

         Whenever  the  Company  shall  have one or more  paying  agents for the
Debentures,  it will,  on or prior  to each  due  date of the  principal  of and
premium, if any, or interest,  if any, on the Debentures,  deposit with a paying
agent a sum  sufficient  to pay the  principal,  premium or interest so becoming
due,  such sum to be held in  trust  for the  benefit  of the  Persons  entitled
thereto and (unless such paying agent is the Trustee) the Company shall promptly
notify the Trustee in writing of its action or failure to act.

                  36.4.3.   Anything  in  this   Section  3.4  to  the  contrary
notwithstanding,  the Company  may, at any time,  for the purpose of obtaining a
satisfaction  and  discharge  with respect to the  Debentures,  or for any other
reason,  pay, or direct any paying  agent to pay to the Trustee all sums held in
trust by the  Company  or any such  paying  agent,  such  sums to be held by the
Trustee upon the trusts herein contained.

                  36.4.4.   Anything  in  this   Section  3.4  to  the  contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
3.4 is subject to Sections 12.3 and 12.4.

                                       17
<PAGE>

         36.5.  Certificate to Trustee.  The Company will deliver to the Trustee
on or before 120 days after the end of each fiscal year,  so long as  Debentures
are  outstanding  hereunder,  a  Certificate  stating  that in the course of the
performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default during such fiscal year by the Company in
the performance of any covenants  contained herein,  stating whether or not they
have knowledge of any such default and, if so,  specifying  each such default of
which the signers have knowledge and the nature and status thereof.

         36.6. Additional Sums. If and for so long as the Trust is the holder of
all Debentures and the Trust is required to pay any  additional  taxes,  duties,
assessments  or other  governmental  charges  as a result  of a Tax  Event,  the
Company will pay such additional amounts  ("Additional  Sums") on the Debentures
as shall be required so that the net amounts  received and retained by the Trust
after paying taxes,  duties,  assessments or other governmental  charges will be
equal to the  amounts the Trust  would have  received if no such taxes,  duties,
assessments  or other  governmental  charges had been imposed.  Whenever in this
Indenture or the  Debentures  there is a reference in any context to the payment
of principal of or interest on the  Debentures,  such mention shall be deemed to
include  mention  of  payments  of the  Additional  Sums  provided  for in  this
paragraph to the extent that,  in such  context,  Additional  Sums are,  were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express  mention of the payment of Additional  Sums (if  applicable)  in any
provisions  hereof shall not be construed as excluding  Additional Sums in those
provisions  hereof where such express  mention is not made;  provided,  however,
that the deferral of the payment of interest during an Extension Period pursuant
to Section 2.11 shall not defer the payment of any  Additional  Sums that may be
due and payable.

         36.7. Compliance with Consolidation  Provisions.  The Company will not,
while any of the Debentures remain outstanding, consolidate with, or merge into,
or merge into itself, or sell or convey all or substantially all of its property
to any other  Person  unless the  provisions  of Article XI hereof are  complied
with.

         36.8.  Limitation on Dividends.  If Debentures are initially  issued to
the Trust or a trustee of such trust in  connection  with the  issuance of Trust
Securities by the Trust (regardless of whether Debentures continue to be held by
such  Trust) and (i) there shall have  occurred  and be  continuing  an Event of
Default, (ii) the Company shall be in default with respect to its payment of any
obligations under the Capital Securities  Guarantee,  or (iii) the Company shall
have  given  notice  of its  election  to  defer  payments  of  interest  on the
Debentures by extending the interest  payment period as provided herein and such
period, or any extension  thereof,  shall be continuing,  then the Company shall
not, and shall not allow any Affiliate of the Company to, (x) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment with respect to, any of the Company's  capital stock or its
Affiliates'  capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or (y)
make any payment of  principal  of or interest or premium,  if any, on or repay,
repurchase or redeem any debt  securities  of the Company or any Affiliate  that
rank pari passu in all  respects  with or junior in interest  to the  Debentures
(other  than,  with  respect to  clauses  (x) and (y)  above,  (1)  repurchases,
redemptions or other  acquisitions  of shares of capital stock of the Company in
connection  with  any  employment  contract,   benefit  plan  or  other  similar
arrangement  with  or  for  the  benefit  of one or  more  employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Company (or securities  convertible  into or  exercisable  for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable  Extension  Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (3) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (4)  any

                                       18
<PAGE>

declaration of a dividend in connection with any  stockholders'  rights plan, or
the issuance of rights,  stock or other property under any stockholders'  rights
plan,  or the  redemption  or repurchase  of rights  pursuant  thereto,  (5) any
dividend  in the form of stock,  warrants,  options  or other  rights  where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock and any cash  payments  in lieu of
fractional  shares issued in  connection  therewith,  or (6) payments  under the
Capital Securities Guarantee).

         36.9.  Covenants as to the Trust.  For so long as the Trust  Securities
remain  outstanding,  the Company shall  maintain  100%  ownership of the Common
Securities; provided, however, that any permitted successor of the Company under
this Indenture may succeed to the Company's ownership of such Common Securities.
The Company, as owner of the Common Securities, shall, except in connection with
a distribution  of Debentures to the holders of Trust  Securities in liquidation
of the Trust,  the redemption of all of the Trust Securities or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, cause the
Trust  (a) to  remain  a  statutory  trust,  (b)  to  otherwise  continue  to be
classified as a grantor trust for United States federal income tax purposes, and
(c) to cause  each  holder  of Trust  Securities  to be  treated  as  owning  an
undivided beneficial interest in the Debentures.

         36.10.  Additional Junior  Indebtedness.  The Company shall not, and it
shall not cause or permit any  Subsidiary of the Company to, incur,  issue or be
obligated on any Additional Junior Indebtedness,  either directly or indirectly,
by way of guarantee,  suretyship or otherwise, other than: (i) Additional Junior
Indebtedness  that,  by its terms,  is expressly  stated to be either junior and
subordinate or pari passu in all respects to the Debentures, and (ii) Additional
Junior  Indebtedness  of which the Company has notified  (and,  if then required
under the applicable  guidelines of the regulating entity, has received approval
from) the Federal Reserve, if the Company is a bank holding company, or the OTS,
if the Company is a savings and loan holding company.

Section 37.

SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

         37.1.  Securityholders' Lists. The Company covenants and agrees that it
will furnish or caused to be furnished to the Trustee:

                  37.1.1.  on each  regular  record date for the  Debentures,  a
list,  in such form as the  Trustee  may  reasonably  require,  of the names and
addresses of the Securityholders of the Debentures as of such record date; and

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

except that no such lists need be  furnished  under this  Section 4.1 so long as
the  Trustee  is in  possession  thereof  by reason of its  acting as  Debenture
registrar.

         37.2. Preservation and Disclosure of Lists.

                  37.2.1. The Trustee shall preserve, in as current a form as is
reasonably  practicable,  all  information  as to the names and addresses of the
holders of Debentures  (1) contained in the most recent list  furnished to it as
provided in Section  4.1 or (2)  received  by it in the  capacity of  Debentures
registrar (if so acting)  hereunder.  The Trustee may destroy any list furnished
to it as provided in Section 4.1 upon receipt of a new list so furnished.

                                       19
<PAGE>

                  37.2.2.   In  case  three  or  more   holders  of   Debentures
(hereinafter  referred to as  "applicants")  apply in writing to the Trustee and
furnish to the Trustee  reasonable  proof that each such  applicant  has owned a
Debenture  for a  period  of at  least  6  months  preceding  the  date  of such
application,   and  such  application  states  that  the  applicants  desire  to
communicate  with other holders of Debentures with respect to their rights under
this Indenture or under such Debentures and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit,  then
the Trustee shall within 5 Business Days after the receipt of such  application,
at its election, either:

                  (a) afford such applicants access to the information preserved
at the time by the Trustee in accordance  with the  provisions of subsection (a)
of this Section 4.2, or

                  (b) inform such  applicants  as to the  approximate  number of
holders  of  Debentures  whose  names and  addresses  appear in the  information
preserved  at the time by the  Trustee  in  accordance  with the  provisions  of
subsection (a) of this Section 4.2, and as to the approximate cost of mailing to
such Securityholders the form of proxy or other communication, if any, specified
in such application.

         If the Trustee shall elect not to afford such applicants access to such
information,  the Trustee shall,  upon the written  request of such  applicants,
mail to each  Securityholder  whose name and address  appear in the  information
preserved  at the time by the  Trustee  in  accordance  with the  provisions  of
subsection  (a) of  this  Section  4.2 a copy  of the  form of  proxy  or  other
communication  which is specified in such  request  with  reasonable  promptness
after a tender to the Trustee of the  material  to be mailed and of payment,  or
provision for the payment, of the reasonable expenses of mailing,  unless within
five days after such tender,  the Trustee shall mail to such applicants and file
with the  Securities  and  Exchange  Commission,  if  permitted  or  required by
applicable  law,  together  with a copy of the material to be mailed,  a written
statement to the effect that, in the opinion of the Trustee,  such mailing would
be contrary to the best interests of the holders of all Debentures,  as the case
may be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If said Commission,  as permitted or required
by applicable law, after opportunity for a hearing upon the objections specified
in the written statement so filed,  shall enter an order refusing to sustain any
of such objections or if, after the entry of an order  sustaining one or more of
such  objections,  said Commission  shall find, after notice and opportunity for
hearing,  that all the  objections so sustained have been met and shall enter an
order so  declaring,  the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal  of  such  tender;  otherwise  the  Trustee  shall  be  relieved  of any
obligation or duty to such applicants respecting their application.

                  37.2.3. Each and every holder of Debentures,  by receiving and
holding the same,  agrees with  Company and the Trustee that neither the Company
nor the Trustee nor any paying agent shall be held  accountable by reason of the
disclosure of any such  information as to the names and addresses of the holders
of  Debentures  in accordance  with the  provisions  of  subsection  (b) of this
Section 4.2,  regardless of the source from which such  information was derived,
and that the  Trustee  shall not be held  accountable  by reason of mailing  any
material pursuant to a request made under said subsection (b).

Section 38.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

         38.1.  Events of Default.  "Event of  Default,"  wherever  used herein,
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):

                                       20
<PAGE>

                  38.1.1.  the Company  defaults in the payment of any  interest
upon any  Debenture  when it  becomes  due and  payable,  and fails to cure such
default for a period of 30 days; provided, however, that a valid extension of an
interest  payment  period by the  Company in  accordance  with the terms of this
Indenture  shall not  constitute  a default in the payment of interest  for this
purpose; or

                  38.1.2. the Company defaults in the payment of all or any part
of the principal of (or premium, if any, on) any Debentures as and when the same
shall become due and payable either at maturity, upon redemption, by declaration
of acceleration or otherwise; or

                  38.1.3.  the  Company  defaults  in  the  performance  of,  or
breaches,  any of its covenants or agreements in this  Indenture or in the terms
of the Debentures  established as contemplated  in this Indenture  (other than a
covenant  or  agreement  a  default  in whose  performance  or whose  breach  is
elsewhere in this Section  specifically  dealt with),  and  continuance  of such
default  or  breach  for a period of 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  Debentures,  a written notice specifying such default or breach
and  requiring  it to be remedied  and stating  that such notice is a "Notice of
Default" hereunder; or

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

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

                  38.1.6.  the Trust  shall have  voluntarily  or  involuntarily
liquidated,  dissolved,  wound-up  its  business  or  otherwise  terminated  its
existence  except in connection  with (i) the  distribution of the Debentures to
holders of such Trust Securities in liquidation of their interests in the Trust,
(ii) the redemption of all of the outstanding  Trust Securities or (iii) certain
mergers, consolidations or amalgamations, each as permitted by the Declaration.

         If an Event of Default  occurs and is  continuing  with  respect to the
Debentures,  then, and in each and every such case,  unless the principal of the
Debentures shall have already become due and payable,  either the Trustee or the
holders of not less than 25% in  aggregate  principal  amount of the  Debentures
then  outstanding  hereunder,  by notice in writing to the  Company  (and to the
Trustee if given by  Securityholders),  may declare the entire  principal of the
Debentures  and the  interest  accrued  thereon,  if any,  to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

         The foregoing  provisions,  however,  are subject to the condition that
if,  at any time  after  the  principal  of the  Debentures  shall  have been so
declared due and  payable,  and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided,  the

                                       21
<PAGE>

Company shall pay or shall deposit with the Trustee a sum  sufficient to pay all
matured  installments  of interest upon all the  Debentures and the principal of
and premium,  if any, on the  Debentures  which shall have become due  otherwise
than by acceleration (with interest upon such principal and premium, if any, and
Additional  Interest) and such amount as shall be sufficient to cover reasonable
compensation  to the  Trustee and each  predecessor  Trustee,  their  respective
agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
to Section 6.6, and if any and all Events of Default under this Indenture, other
than the non-payment of the principal of or premium, if any, on Debentures which
shall  have  become  due by  acceleration,  shall  have  been  cured,  waived or
otherwise remedied as provided herein -- then and in every such case the holders
of a majority in aggregate  principal amount of the Debentures then outstanding,
by written notice to the Company and to the Trustee,  may waive all defaults and
rescind and annul such declaration and its  consequences,  but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent  default
or shall impair any right consequent thereon.

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

         38.2.  Payment of Debentures  on Default;  Suit  Therefor.  The Company
covenants  that upon the  occurrence of an Event of Default  pursuant to Section
5.1(a) or Section 5.1(b) then, upon demand of the Trustee,  the Company will pay
to the  Trustee,  for the  benefit of the  holders of the  Debentures  the whole
amount  that then  shall  have  become due and  payable  on all  Debentures  for
principal  and premium,  if any, or interest,  or both, as the case may be, with
Additional  Interest  accrued on the  Debentures  (to the extent that payment of
such interest is  enforceable  under  applicable  law and, if the Debentures are
held by the Trust or a trustee of such Trust,  without  duplication of any other
amounts  paid by the Trust or a trustee in respect  thereof);  and,  in addition
thereto,  such  further  amount  as shall be  sufficient  to cover the costs and
expenses of collection,  including a reasonable compensation to the Trustee, its
agents,  attorneys  and counsel,  and any other amounts due to the Trustee under
Section 6.6. In case the Company  shall fail  forthwith to pay such amounts upon
such demand,  the Trustee,  in its own name and as trustee of an express  trust,
shall be entitled and empowered to institute any actions or  proceedings  at law
or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding  to judgment or final decree,  and may enforce any
such  judgment or final decree  against the Company or any other obligor on such
Debentures and collect in the manner  provided by law out of the property of the
Company or any other  obligor on such  Debentures  wherever  situated the moneys
adjudged or decreed to be payable.

         In case there shall be pending  proceedings  for the  bankruptcy or for
the  reorganization  of the Company or any other obligor on the Debentures under
Bankruptcy  Law, or in case a receiver or trustee shall have been  appointed for
the property of the Company or such other  obligor,  or in the case of any other
similar judicial  proceedings  relative to the Company or other obligor upon the
Debentures,  or to the  creditors  or  property  of the  Company  or such  other
obligor,  the Trustee,  irrespective  of whether the principal of the Debentures
shall  then be due  and  payable  as  therein  expressed  or by  declaration  of
acceleration  or otherwise  and  irrespective  of whether the Trustee shall have
made any  demand  pursuant  to the  provisions  of this  Section  5.2,  shall be
entitled and empowered, by intervention in such proceedings or otherwise,

         (i)      to file and  prove a claim or claims  for the whole  amount of
                  principal  and  interest  owing and  unpaid in  respect of the
                  Debentures and, in case of any judicial proceedings,

                                       22
<PAGE>

         (ii)     to file such proofs of claim and other  papers or documents as
                  may be  necessary  or advisable in order to have the claims of
                  the Trustee  (including any claim for reasonable  compensation
                  to  the  Trustee  and  each  predecessor  Trustee,  and  their
                  respective   agents,    attorneys   and   counsel,   and   for
                  reimbursement  of all other  amounts due to the Trustee  under
                  Section  6.6),  and of the  Securityholders  allowed  in  such
                  judicial  proceedings  relative  to the  Company  or any other
                  obligor on the Debentures,  or to the creditors or property of
                  the  Company  or such  other  obligor,  unless  prohibited  by
                  applicable  law and  regulations,  to vote  on  behalf  of the
                  holders of the  Debentures  in any  election of a trustee or a
                  standby trustee in arrangement, reorganization, liquidation or
                  other   bankruptcy   or  insolvency   proceedings   or  Person
                  performing similar functions in comparable proceedings,

         (iii)    to collect and receive any moneys or other property payable or
                  deliverable on any such claims, and

         (iv)     to distribute  the same after the deduction of its charges and
                  expenses.

Any  receiver,  assignee or trustee in bankruptcy  or  reorganization  is hereby
authorized by each of the  Securityholders to make such payments to the Trustee,
and, in the event that the Trustee  shall consent to the making of such payments
directly to the Securityholders,  to pay to the Trustee such amounts as shall be
sufficient to cover  reasonable  compensation to the Trustee,  each  predecessor
Trustee  and their  respective  agents,  attorneys  and  counsel,  and all other
amounts due to the Trustee under Section 6.6.

         Nothing herein contained shall be construed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any  Securityholder  any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the
Debentures  or the rights of any holder  thereof or to authorize  the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

         All rights of action and of asserting  claims under this Indenture,  or
under  any of the  Debentures,  may be  enforced  by  the  Trustee  without  the
possession of any of the Debentures,  or the production  thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable  benefit of the holders of the
Debentures.

         In any  proceedings  brought by the Trustee  (and also any  proceedings
involving the  interpretation  of any  provision of this  Indenture to which the
Trustee  shall be a  party),  the  Trustee  shall be held to  represent  all the
holders of the Debentures,  and it shall not be necessary to make any holders of
the Debentures parties to any such proceedings.

         38.3.  Application of Moneys Collected by Trustee. Any moneys collected
by the  Trustee  pursuant  to this  Article V shall be applied in the  following
order,  at the date or dates fixed by the Trustee for the  distribution  of such
moneys,  upon presentation of the several  Debentures in respect of which moneys
have been collected,  and stamping thereon the payment,  if only partially paid,
and upon surrender thereof if fully paid:

         First: To the payment of costs and expenses incurred by, and reasonable
fees of, the  Trustee,  its  agents,  attorneys  and  counsel,  and of all other
amounts due to the Trustee under Section 6.6;

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

                                       23
<PAGE>

         Third:  To  the  payment  of the  amounts  then  due  and  unpaid  upon
Debentures for principal (and premium,  if any), and interest on the Debentures,
in  respect  of which or for the  benefit  of which  money  has been  collected,
ratably,  without  preference or priority of any kind,  according to the amounts
due on such  Debentures  for  principal  (and  premium,  if any)  and  interest,
respectively; and

         Fourth: The balance, if any, to the Company.

         38.4. Proceedings by Securityholders.  No holder of any Debenture shall
have any right to  institute  any  suit,  action or  proceeding  for any  remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of  Default  with  respect to the  Debentures  and unless the
holders of not less than 25% in  aggregate  principal  amount of the  Debentures
then  outstanding  shall have given the Trustee a written  request to  institute
such  action,  suit or  proceeding  and shall have  offered to the Trustee  such
reasonable  indemnity  as  it  may  require  against  the  costs,  expenses  and
liabilities  to be  incurred  thereby,  and the  Trustee  for 60 days  after its
receipt of such  notice,  request  and offer of  indemnity  shall have failed to
institute any such action, suit or proceeding.

         Notwithstanding  any other provisions in this Indenture,  however,  the
right of any holder of any  Debenture to receive  payment of the  principal  of,
premium, if any, and interest,  on such Debenture when due, or to institute suit
for the  enforcement  of any such  payment,  shall not be  impaired  or affected
without the consent of such holder and by accepting a Debenture  hereunder it is
expressly  understood,  intended and covenanted by the taker and holder of every
Debenture with every other such taker and holder and the Trustee, that no one or
more  holders of  Debentures  shall have any right in any manner  whatsoever  by
virtue or by  availing  itself of any  provision  of this  Indenture  to affect,
disturb or prejudice  the rights of the holders of any other  Debentures,  or to
obtain or seek to obtain  priority  over or preference to any other such holder,
or to enforce  any right  under  this  Indenture,  except in the  manner  herein
provided  and for the  equal,  ratable  and  common  benefit  of all  holders of
Debentures.  For  the  protection  and  enforcement  of the  provisions  of this
Section, each and every Securityholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

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

         38.6.  Remedies  Cumulative  and  Continuing;  Delay or Omission  Not a
Waiver.  Except as  otherwise  provided in Section  2.6, all powers and remedies
given by this Article V to the Trustee or to the  Securityholders  shall, to the
extent  permitted by law, be deemed  cumulative  and not  exclusive of any other
powers and remedies  available to the Trustee or the holders of the  Debentures,
by judicial  proceedings or otherwise,  to enforce the performance or observance
of the  covenants  and  agreements  contained  in this  Indenture  or  otherwise
established  with  respect to the  Debentures,  and no delay or  omission of the
Trustee or of any holder of any of the Debentures to exercise any right or power
accruing upon any Event of Default  occurring and continuing as aforesaid  shall
impair any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence  therein;  and,  subject to the provisions of Section
5.4,  every power and remedy given by this Article V or by law to the Trustee or
to the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.

         No delay or omission of the Trustee or any  Securityholder  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

                                       24
<PAGE>

such Event of Default or an acquiescence  therein.  Every right and remedy given
by  this  Article  or by law  to the  Trustee  or to any  Securityholder  may be
exercised  from time to time,  and as often as may be deemed  expedient,  by the
Trustee  (in  accordance  with its duties  under  Section 6.1 hereof) or by such
holder, as the case may be.

         38.7.  Direction of  Proceedings  and Waiver of Defaults by Majority of
Securityholders.  The holders of a majority in aggregate principal amount of the
Debentures affected (voting as one class) at the time outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy  available to the Trustee,  or exercising any trust or power conferred on
the Trustee with respect to such Debentures; provided, however, that (subject to
the  provisions  of Section 6.1) the Trustee  shall have the right to decline to
follow any such  direction  if the Trustee  shall  determine  that the action so
directed  would be unjustly  prejudicial  to the holders not taking part in such
direction or if the Trustee being advised by counsel  determines that the action
or proceeding so directed may not lawfully be taken or if a Responsible  Officer
of the Trustee shall  determine that the action or proceedings so directed would
involve the Trustee in personal liability.

         The  holders  of a  majority  in  aggregate  principal  amount  of  the
Debentures  at the time  outstanding  may on behalf of the holders of all of the
Debentures  waive (or modify any previously  granted waiver of) any past default
or Event of Default,  and its consequences,  except a default (a) in the payment
of principal of, premium,  if any, or interest on any of the Debentures,  (b) in
respect of  covenants or  provisions  hereof which cannot be modified or amended
without the consent of the holder of each Debenture affected,  or (c) in respect
of the  covenants  contained  in Section  3.9;  provided,  however,  that if the
Debentures  are held by the Trust or a trustee  of such  trust,  such  waiver or
modification  to such  waiver  shall not be  effective  until the  holders  of a
majority  in  Liquidation  Amount of Trust  Securities  of the Trust  shall have
consented to such waiver or modification to such waiver, provided, further, that
if the consent of the holder of each  outstanding  Debenture is  required,  such
waiver shall not be effective  until each holder of the Trust  Securities of the
Trust shall have  consented  to such waiver.  Upon any such waiver,  the default
covered  thereby shall be deemed to be cured for all purposes of this  Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any  subsequent  or other  default or Event of Default or impair
any right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as  permitted by this  Section,  said default or Event of
Default shall for all purposes of the Debentures and this Indenture be deemed to
have been cured and to be not continuing.

         38.8. Notice of Defaults.  The Trustee shall,  within 90 days after the
actual knowledge by a Responsible  Officer of the Trustee of the occurrence of a
default  with respect to the  Debentures,  mail to all  Securityholders,  as the
names and addresses of such holders appear upon the Debenture  Register,  notice
of all defaults with respect to the Debentures known to the Trustee, unless such
defaults  shall have been  cured  before  the  giving of such  notice  (the term
"defaults"  for the purpose of this Section 5.8 being  hereby  defined to be the
events  specified in clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not
including  periods of grace, if any, provided for therein);  provided,  however,
that, except in the case of default in the payment of the principal of, premium,
if any, or interest on any of the Debentures,  the Trustee shall be protected in
withholding  such notice if and so long as a Responsible  Officer of the Trustee
in good faith determines that the withholding of such notice is in the interests
of the Securityholders.

         38.9.  Undertaking to Pay Costs.  All parties to this Indenture  agree,
and each holder of any  Debenture by his  acceptance  thereof shall be deemed to
have agreed,  that any court may in its discretion  require, in any suit for the
enforcement of any right or remedy under this Indenture,  or in any suit against
the Trustee for any action taken or omitted by it as Trustee,  the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that  such  court  may in its  discretion  assess  reasonable

                                       25
<PAGE>

costs,  including  reasonable  attorneys'  fees and expenses,  against any party
litigant  in such  suit,  having  due regard to the merits and good faith of the
claims or defenses  made by such party  litigant;  provided,  however,  that the
provisions  of this  Section 5.9 shall not apply to any suit  instituted  by the
Trustee,   to  any  suit   instituted  by  any   Securityholder,   or  group  of
Securityholders,  holding in the aggregate more than 10% in principal  amount of
the Debentures outstanding,  or to any suit instituted by any Securityholder for
the  enforcement  of the payment of the  principal  of (or  premium,  if any) or
interest  on any  Debenture  against the Company on or after the same shall have
become due and payable.

Section 39.

CONCERNING THE TRUSTEE

         39.1.  Duties and  Responsibilities  of  Trustee.  With  respect to the
holders of Debentures issued hereunder,  the Trustee, prior to the occurrence of
an Event of  Default  with  respect  to the  Debentures  and after the curing or
waiving of all Events of Default  which may have  occurred,  with respect to the
Debentures,  undertakes  to  perform  such  duties  and only such  duties as are
specifically set forth in this Indenture, and no implied covenants shall be read
into this  Indenture  against  the  Trustee.  In case an Event of  Default  with
respect to the Debentures has occurred (which has not been cured or waived), the
Trustee  shall  exercise  such of the  rights  and  powers  vested in it by this
Indenture,  and use the same  degree of care and skill in their  exercise,  as a
prudent man would exercise or use under the  circumstances in the conduct of his
own affairs.

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

                  39.1.1.  prior to the  occurrence  of an Event of Default with
respect to  Debentures  and after the curing or waiving of all Events of Default
which may have occurred

                  (a) the duties and  obligations of the Trustee with respect to
Debentures  shall  be  determined  solely  by the  express  provisions  of  this
Indenture,  and the Trustee  shall not be liable except for the  performance  of
such duties and obligations  with respect to the Debentures as are  specifically
set forth in this Indenture,  and no implied  covenants or obligations  shall be
read into this Indenture against the Trustee, and

                  (b) in the  absence  of bad faith on the part of the  Trustee,
the Trustee may  conclusively  rely, as to the truth of the  statements  and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the  requirements  of this Indenture;
but, in the case of any such  certificates  or opinions  which by any  provision
hereof are  specifically  required to be furnished  to the Trustee,  the Trustee
shall  be under a duty to  examine  the same to  determine  whether  or not they
conform to the requirements of this Indenture;

                  39.1.2.  the  Trustee  shall  not be  liable  for any error of
judgment made in good faith by a Responsible Officer or Officers of the Trustee,
unless it shall be proved that the Trustee was  negligent  in  ascertaining  the
pertinent facts; and

                  39.1.3.  the Trustee  shall not be liable with  respect to any
action taken or omitted to be taken by it in good faith,  in accordance with the
direction of the Securityholders  pursuant to Section 5.7, relating to the time,
method and place of conducting any  proceeding  for any remedy  available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture.

         None of the provisions  contained in this  Indenture  shall require the
Trustee to expend or risk its own funds or otherwise  incur  personal  financial
liability in the  performance  of any of its duties or in the

                                       26
<PAGE>

exercise of any of its rights or powers,  if there is ground for believing  that
the repayment of such funds or liability is not assured to it under the terms of
this Indenture or indemnity satisfactory to the Trustee against such risk is not
reasonably assured to it.

         39.2.  Reliance  on  Documents,  Opinions,  etc.  Except  as  otherwise
provided in Section 6.1:

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

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

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

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

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

                  39.2.6.   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,  consent,  order,
approval, bond, debenture,  coupon or other paper or document,  unless requested
in writing to do so by the  holders  of not less than a  majority  in  aggregate
principal  amount of the  outstanding  Debentures  affected  thereby;  provided,
however,  that if the  payment  within a  reasonable  time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee,  not reasonably  assured to the
Trustee  by the  security  afforded  to it by the terms of this  Indenture,  the
Trustee may require reasonable  indemnity against such expense or liability as a
condition to so proceeding;

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

                  39.2.8.  with the exceptions of defaults under Sections 5.1(a)
or 5.1(b),  the Trustee  shall not be charged  with  knowledge of any Default or
Event of Default with respect to the

                                       27
<PAGE>

Debentures  unless a written  notice of such  Default or Event of Default  shall
have been  given to the  Trustee  by the  Company  or any other  obligor  on the
Debentures or by any holder of the Debentures.

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

         39.4. Trustee,  Authenticating Agent, Paying Agents, Transfer Agents or
Registrar May Own  Debentures.  The Trustee or any  Authenticating  Agent or any
paying agent or any transfer agent or any Debenture registrar, in its individual
or any other  capacity,  may become the owner or pledgee of Debentures  with the
same rights it would have if it were not Trustee,  Authenticating  Agent, paying
agent, transfer agent or Debenture registrar.

         39.5. Moneys to be Held in Trust.  Subject to the provisions of Section
12.4, all moneys  received by the Trustee or any paying agent shall,  until used
or applied as herein  provided,  be held in trust for the purpose for which they
were received,  but need not be segregated from other funds except to the extent
required by law.  The Trustee and any paying  agent shall be under no  liability
for interest on any money received by it hereunder except as otherwise agreed in
writing with the Company. So long as no Event of Default shall have occurred and
be continuing,  all interest  allowed on any such moneys shall be paid from time
to time upon the written  order of the  Company,  signed by the  Chairman of the
Board of Directors,  the Chief  Executive  Officer,  the  President,  a Managing
Director,  a Vice  President  the  Treasurer  or an  Assistant  Treasurer of the
Company.

         39.6.  Compensation and Expenses of Trustee.  The Company covenants and
agrees  to pay to the  Trustee  from  time to  time,  and the  Trustee  shall be
entitled  to,  such  compensation  as shall be agreed to in writing  between the
Company and the Trustee  (which shall not be limited by any  provision of law in
regard to the  compensation of a trustee of an express  trust),  and the Company
will pay or reimburse the Trustee upon its request for all reasonable  expenses,
disbursements  and advances  incurred or made by the Trustee in accordance  with
any of the provisions of this Indenture  (including the reasonable  compensation
and the  expenses  and  disbursements  of its  counsel  and of all  Persons  not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or willful  misconduct.  The Company also covenants to
indemnify  each of the Trustee or any  predecessor  Trustee  (and its  officers,
agents,  directors and employees) for, and to hold it harmless against,  any and
all loss, damage, claim,  liability or expense including taxes (other than taxes
based on the  income of the  Trustee)  incurred  without  negligence  or willful
misconduct on the part of the Trustee and arising out of or in  connection  with
the acceptance or administration of this trust, including the costs and expenses
of defending  itself  against any claim of  liability.  The  obligations  of the
Company  under this Section 6.6 to  compensate  and indemnify the Trustee and to
pay or reimburse  the Trustee for  expenses,  disbursements  and advances  shall
constitute additional indebtedness hereunder. Such additional indebtedness shall
be secured by a lien prior to that of the Debentures upon all property and funds
held or  collected  by the Trustee as such,  except  funds held in trust for the
benefit of the holders of particular Debentures.

         Without  prejudice to any other rights  available to the Trustee  under
applicable  law,  when the  Trustee  incurs  expenses  or  renders  services  in
connection with an Event of Default specified in Section 5.1(d),  Section 5.1(e)
or Section 5.1(f),  the expenses  (including the reasonable charges and

                                       28
<PAGE>

expenses of its counsel) and the  compensation  for the services are intended to
constitute  expenses of  administration  under any  applicable  federal or state
bankruptcy, insolvency or other similar law.

         The provisions of this Section shall survive the resignation or removal
of the Trustee and the defeasance or other termination of this Indenture.

         Notwithstanding  anything in this  Indenture  or any  Debenture  to the
contrary,  the Trustee shall have no  obligation  whatsoever to advance funds to
pay any  principal  of or  interest  on or other  amounts  with  respect  to the
Debentures or otherwise advance funds to or on behalf of the Company.

         39.7. Officers'  Certificate as Evidence.  Except as otherwise provided
in Sections 6.1 and 6.2,  whenever in the  administration  of the  provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or  established  prior to taking or omitting any action  hereunder,  such
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed) may, in the absence of negligence or willful  misconduct on the part
of the  Trustee,  be deemed to be  conclusively  proved  and  established  by an
Officers'  Certificate  delivered to the Trustee,  and such certificate,  in the
absence of negligence or willful misconduct on the part of the Trustee, shall be
full  warrant to the  Trustee  for any  action  taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

         39.8.  Eligibility of Trustee. The Trustee hereunder shall at all times
be a  corporation  organized  and doing  business  under the laws of the  United
States of  America  or any state or  territory  thereof  or of the  District  of
Columbia or a corporation or other Person authorized under such laws to exercise
corporate trust powers,  having (or whose  obligations  under this Indenture are
guaranteed by an affiliate having) a combined capital and surplus of at least 50
million U.S. dollars  ($50,000,000.00) and subject to supervision or examination
by federal,  state,  territorial,  or District  of Columbia  authority.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid  supervising or examining  authority,  then
for the purposes of this  Section 6.8 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 records of condition so published.

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

         In  case  at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of this Section 6.8, the Trustee  shall resign
immediately in the manner and with the effect specified in Section 6.9.

         If the Trustee has or shall acquire any  "conflicting  interest" within
the meaning of ss.310(b) of the Trust  Indenture Act of 1939,  the Trustee shall
either  eliminate  such  interest  or  resign,  to the  extent and in the manner
described by this Indenture.

         39.9. Resignation or Removal of Trustee

                  39.9.1.  The  Trustee,  or any trustee or  trustees  hereafter
appointed,  may at any time resign by giving written notice of such  resignation
to the Company and by mailing notice thereof,  at the Company's expense,  to the
holders  of the  Debentures  at their  addresses  as they  shall  appear  on the
Debenture Register. Upon receiving such notice of resignation, the Company shall
promptly  appoint a  successor  trustee or trustees  by written  instrument,  in
duplicate,  executed  by order  of its  Board  of  Directors,  one copy of which
instrument  shall be  delivered  to the  resigning  Trustee  and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and have
accepted  appointment  within  30 days  after  the  mailing  of such  notice  of
resignation to the affected Securityholders,  the resigning Trustee may petition
any court of competent  jurisdiction for the

                                       29
<PAGE>

appointment of a successor  Trustee,  or any  Securityholder who has been a bona
fide holder of a Debenture or Debentures for at least six months may, subject to
the  provisions  of Section  5.9, on behalf of himself and all others  similarly
situated,  petition any such court for the  appointment of a successor  Trustee.
Such court may thereupon,  after such notice,  if any, as it may deem proper and
prescribe, appoint a successor Trustee.

                  39.9.2. In case at any time any of the following shall occur--

                  (a) the Trustee  shall fail to comply with the  provisions  of
Section  6.8  after  written   request   therefor  by  the  Company  or  by  any
Securityholder  who has been a bona fide holder of a Debenture or Debentures for
at least 6 months, or

                  (b) the Trustee shall cease to be eligible in accordance  with
the  provisions  of Section 6.8 and shall fail to resign after  written  request
therefor by the Company or by any such Securityholder, or

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

                  then, in any such case, the Company may remove the Trustee and
                  appoint  a  successor  Trustee  by  written   instrument,   in
                  duplicate,  executed by order of the Board of  Directors,  one
                  copy of which  instrument shall be delivered to the Trustee so
                  removed and one copy to the successor Trustee,  or, subject to
                  the provisions of Section 5.9, any Securityholder who has been
                  a bona fide holder of a Debenture or Debentures for at least 6
                  months  may,  on behalf of himself  and all  others  similarly
                  situated, petition any court of competent jurisdiction for the
                  removal of the  Trustee  and the  appointment  of a  successor
                  Trustee. Such court may thereupon,  after such notice, if any,
                  as it may deem  proper and  prescribe,  remove the Trustee and
                  appoint successor Trustee.

                  39.9.3.  Upon  prior  written  notice to the  Company  and the
Trustee,  the  holders  of a  majority  in  aggregate  principal  amount  of the
Debentures  at the time  outstanding  may at any time  remove  the  Trustee  and
nominate a successor  Trustee,  which  shall be deemed  appointed  as  successor
Trustee unless within 10 Business Days after such nomination the Company objects
thereto,  in which case, or in the case of a failure by such holders to nominate
a  successor  Trustee,  the Trustee so removed or any  Securityholder,  upon the
terms and  conditions  and  otherwise as in  subsection  (a) of this Section 6.9
provided, may petition any court of competent jurisdiction for an appointment of
a successor.

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

         39.10. Acceptance by Successor Trustee. Any successor Trustee appointed
as provided in Section 6.9 shall execute, acknowledge and deliver to the Company
and  to  its  predecessor  Trustee  an  instrument  accepting  such  appointment
hereunder,  and thereupon  the  resignation  or removal of the retiring  Trustee
shall become effective and such successor Trustee, without any further act, deed
or  conveyance,  shall  become  vested with all the rights,  powers,  duties and
obligations  with respect to the Debentures of its predecessor  hereunder,  with
like effect as if originally named as Trustee herein; but, nevertheless,  on the
written request of the Company or of the successor Trustee,  the Trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the provisions
of Section 6.6, execute and deliver an instrument transferring to such successor
Trustee  all the rights  and  powers of the  Trustee so

                                       30
<PAGE>

ceasing to act and shall duly  assign,  transfer  and deliver to such  successor
Trustee all property and money held by such retiring  Trustee  thereunder.  Upon
request of any such  successor  Trustee,  the Company  shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor  Trustee all such rights and powers.  Any Trustee  ceasing to act
shall, nevertheless,  retain a lien upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the  provisions of
Section 6.6.

         If a successor Trustee is appointed,  the Company, the retiring Trustee
and the successor  Trustee  shall execute and deliver an indenture  supplemental
hereto  which 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  Debentures  as to which the  predecessor
Trustee is not retiring shall continue to be vested in the predecessor  Trustee,
and 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 Trust 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.

         No  successor  Trustee  shall  accept  appointment  as provided in this
Section unless at the time of such  acceptance  such successor  Trustee shall be
eligible under the provisions of Section 6.8.

         In no  event  shall a  retiring  Trustee  be  liable  for  the  acts or
omissions of any successor Trustee hereunder.

         Upon  acceptance of appointment  by a successor  Trustee as provided in
this  Section  6.10,  the Company  shall mail notice of the  succession  of such
Trustee  hereunder to the holders of Debentures at their addresses as they shall
appear on the  Debenture  Register.  If the  Company  fails to mail such  notice
within 10 Business  Days after the  acceptance of  appointment  by the successor
Trustee,  the  successor  Trustee  shall  cause such  notice to be mailed at the
expense of the Company.

         39.11.  Succession  by  Merger,  etc.  Any  corporation  into which the
Trustee may be merged or converted or with which it may be consolidated,  or any
corporation resulting from any merger,  conversion or consolidation to which the
Trustee shall be a party, or any corporation  succeeding to all or substantially
all of the corporate  trust  business of the Trustee,  shall be the successor of
the  Trustee  hereunder  without  the  execution  or  filing of any paper or any
further act on the part of any of the parties hereto;  provided such corporation
shall be otherwise eligible and qualified under this Article.

         In case at the time such  successor to the Trustee shall succeed to the
trusts  created  by  this  Indenture  any  of the  Debentures  shall  have  been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate  of  authentication  of any  predecessor  Trustee,  and deliver such
Debentures  so  authenticated;  and in case at that  time any of the  Debentures
shall not have been authenticated, any successor to the Trustee may authenticate
such Debentures  either in the name of any predecessor  hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debentures 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
authenticate  Debentures in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

         39.12.  Authenticating  Agents. There may be one or more Authenticating
Agents  appointed  by the Trustee  upon the request of the Company with power to
act on its  behalf  and  subject  to its  direction  in the  authentication  and
delivery of Debentures  issued upon exchange or registration of transfer thereof
as fully to all intents and purposes as though any such Authenticating Agent had
been expressly  authorized to  authenticate  and deliver  Debentures;  provided,
however, that the Trustee shall have no liability to the

                                       31
<PAGE>

Company for any acts or  omissions of the  Authenticating  Agent with respect to
the authentication  and delivery of Debentures.  Any such  Authenticating  Agent
shall at all times be a corporation  organized and doing business under the laws
of the United States or of any state or territory  thereof or of the District of
Columbia  authorized under such laws to act as  Authenticating  Agent,  having a
combined  capital and surplus of at least  $50,000,000.00  and being  subject to
supervision  or  examination  by  federal,  state,  territorial  or  District of
Columbia authority.  If such corporation publishes reports of condition at least
annually  pursuant to law or the  requirements of such  authority,  then for the
purposes  of  this  Section  6.12  the  combined  capital  and  surplus  of such
corporation  shall be deemed to be its combined capital and surplus as set forth
in its  most  recent  report  of  condition  so  published.  If at any  time  an
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  it shall resign  immediately in the manner and with
the effect herein specified in this Section.

         Any corporation  into which any  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  consolidation or conversion to which any Authenticating  Agent
shall be a party, or any corporation  succeeding to all or substantially  all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such  Authenticating  Agent  hereunder,  if  such  successor  corporation  is
otherwise  eligible  under this Section 6.12 without the  execution or filing of
any  paper  or any  further  act on the  part  of the  parties  hereto  or  such
Authenticating Agent.

         Any  Authenticating  Agent may at any time  resign  by  giving  written
notice of resignation to the Trustee and to the Company.  The Trustee may at any
time  terminate  the  agency of any  Authenticating  Agent  with  respect to the
Debentures by giving written notice of termination to such Authenticating  Agent
and to the Company.  Upon  receiving such a notice of resignation or upon such a
termination,  or in case at any time any Authenticating  Agent shall cease to be
eligible  under this Section 6.12,  the Trustee may, and upon the request of the
Company shall, promptly appoint a successor  Authenticating Agent eligible under
this Section 6.12,  shall give written notice of such appointment to the Company
and shall mail notice of such  appointment  to all holders of  Debentures as the
names and  addresses  of such  holders  appear on the  Debenture  Register.  Any
successor  Authenticating  Agent upon  acceptance of its  appointment  hereunder
shall become vested with all rights,  powers,  duties and responsibilities  with
respect to the Debentures of its predecessor  hereunder,  with like effect as if
originally named as Authenticating Agent herein.

         The Company agrees to pay to any Authenticating Agent from time to time
reasonable compensation for its services. Any Authenticating Agent shall have no
responsibility  or liability  for any action  taken by it as such in  accordance
with the directions of the Trustee.

Section 40.

CONCERNING THE SECURITYHOLDERS

         40.1.  Action by  Securityholders.  Whenever  in this  Indenture  it is
provided  that the  holders of a specified  percentage  in  aggregate  principal
amount of the Debentures may take any action (including the making of any demand
or  request,  the giving of any  notice,  consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the holders of
such  specified  percentage  have  joined  therein may be  evidenced  (a) by any
instrument  or any number of  instruments  of  similar  tenor  executed  by such
Securityholders  in person or by agent or proxy appointed in writing,  or (b) by
the record of such holders of Debentures  voting in favor thereof at any meeting
of such  Securityholders  duly called and held in accordance with the provisions
of Article VIII, or (c) by a combination of such  instrument or instruments  and
any such  record of such a meeting of such  Securityholders  or (d) by any other
method the Trustee deems satisfactory.

                                       32
<PAGE>

         If the Company  shall  solicit  from the  Securityholders  any request,
demand,  authorization,  direction,  notice,  consent, waiver or other action or
revocation  of the same,  the Company  may, at its option,  as  evidenced  by an
Officers' Certificate,  fix in advance a record date for such Debentures for the
determination  of  Securityholders   entitled  to  give  such  request,  demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of the same, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization,  direction, notice, consent,
waiver or other  action or  revocation  of the same may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record  date shall be deemed to be  Securityholders  for the  purposes of
determining whether  Securityholders of the requisite  proportion of outstanding
Debentures  have  authorized  or agreed or  consented to such  request,  demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of the same, and for that purpose the outstanding  Debentures  shall be computed
as of the record date; provided, however, that no such authorization,  agreement
or consent by such  Securityholders on the record date shall be deemed effective
unless it shall become  effective  pursuant to the  provisions of this Indenture
not later than 6 months after the record date.

         40.2. Proof of Execution by Securityholders.  Subject to the provisions
of Section  6.1, 6.2 and 8.5,  proof of the  execution  of any  instrument  by a
Securityholder  or his agent or proxy shall be  sufficient if made in accordance
with such  reasonable  rules and regulations as may be prescribed by the Trustee
or in such manner as shall be  satisfactory  to the  Trustee.  The  ownership of
Debentures shall be proved by the Debenture  Register or by a certificate of the
Debenture registrar. The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

         The  record  of any  Securityholders'  meeting  shall be  proved in the
manner provided in Section 8.6.

         40.3. Who Are Deemed  Absolute  Owners.  Prior to due  presentment  for
registration  of  transfer of any  Debenture,  the  Company,  the  Trustee,  any
Authenticating  Agent,  any paying agent,  any transfer  agent and any Debenture
registrar may deem the Person in whose name such  Debenture  shall be registered
upon the Debenture  Register to be, and may treat him as, the absolute  owner of
such Debenture  (whether or not such Debenture shall be overdue) for the purpose
of receiving payment of or on account of the principal of, premium,  if any, and
interest on such Debenture and for all other  purposes;  and neither the Company
nor the  Trustee  nor any  Authenticating  Agent  nor any  paying  agent nor any
transfer  agent nor any Debenture  registrar  shall be affected by any notice to
the contrary. All such payments so made to any holder for the time being or upon
his  order  shall  be  valid,  and,  to the  extent  of the sum or sums so paid,
effectual to satisfy and discharge  the  liability  for moneys  payable upon any
such Debenture.

         40.4.   Debentures  Owned  by  Company  Deemed  Not   Outstanding.   In
determining  whether the holders of the requisite  aggregate principal amount of
Debentures  have  concurred  in any  direction,  consent  or waiver  under  this
Indenture, Debentures which are owned by the Company or any other obligor on the
Debentures or by any Person directly or indirectly  controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Debentures  shall be disregarded and deemed not to be outstanding for the
purpose of any such determination;  provided,  however, that for the purposes of
determining  whether  the  Trustee  shall be  protected  in  relying on any such
direction, consent or waiver, only Debentures which a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. Debentures so owned
which have been  pledged in good faith may be  regarded as  outstanding  for the
purposes of this Section 7.4 if the pledgee shall establish to the  satisfaction
of the Trustee the pledgee's  right to vote such Debentures and that the pledgee
is not the Company or any such other  obligor or Person  directly or  indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other  obligor.  In the case of a dispute as to such  right,
any  decision  by the  Trustee  taken upon the  advice of counsel  shall be full
protection to the Trustee.

                                       33
<PAGE>

         40.5.  Revocation of Consents;  Future Holders Bound. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the holders of the percentage in aggregate principal
amount of the  Debentures  specified in this  Indenture in connection  with such
action,  any  holder (in cases  where no record  date has been set  pursuant  to
Section  7.1) or any holder as of an  applicable  record  date (in cases where a
record  date  has been set  pursuant  to  Section  7.1) of a  Debenture  (or any
Debenture  issued in whole or in part in exchange or substitution  therefor) the
serial number of which is shown by the evidence to be included in the Debentures
the holders of which have consented to such action may, by filing written notice
with the  Trustee  at the  Principal  Office of the  Trustee  and upon  proof of
holding as provided in Section 7.2,  revoke such action so far as concerns  such
Debenture  (or  so far as  concerns  the  principal  amount  represented  by any
exchanged or substituted  Debenture).  Except as aforesaid any such action taken
by the holder of any Debenture  shall be conclusive and binding upon such holder
and upon all future holders and owners of such  Debenture,  and of any Debenture
issued in  exchange or  substitution  therefor  or on  registration  of transfer
thereof,  irrespective  of whether or not any notation in regard thereto is made
upon  such  Debenture  or any  Debenture  issued  in  exchange  or  substitution
therefor.

Section 41.

SECURITYHOLDERS' MEETINGS

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

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

                  41.1.2. to remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article VI;

                  41.1.3.  to  consent  to  the  execution  of an  indenture  or
indentures supplemental hereto pursuant to the provisions of Section 9.2; or

                  41.1.4.  to take any other action authorized to be taken by or
on behalf of the holders of any  specified  aggregate  principal  amount of such
Debentures under any other provision of this Indenture or under applicable law.

         41.2.  Call of Meetings by Trustee.  The Trustee may at any time call a
meeting of  Securityholders  to take any action  specified in Section 8.1, to be
held at such time and at such place as the Trustee  shall  determine.  Notice of
every  meeting of the  Securityholders,  setting forth the time and the place of
such  meeting  and in  general  terms the  action  proposed  to be taken at such
meeting, shall be mailed to holders of Debentures affected at their addresses as
they shall appear on the Debentures Register and, if the Company is not a holder
of Debentures,  to the Company. Such notice shall be mailed not less than 20 nor
more than 180 days prior to the date fixed for the meeting.

         41.3.  Call of Meetings by Company or  Securityholders.  In case at any
time the Company pursuant to a Board Resolution,  or the holders of at least 10%
in  aggregate  principal  amount  of the  Debentures,  as the case may be,  then
outstanding,   shall  have   requested   the   Trustee  to  call  a  meeting  of
Securityholders,  by written  request  setting  forth in  reasonable  detail the
action  proposed  to be taken at the  meeting,  and the  Trustee  shall not have
mailed the notice of such meeting  within 20 days after receipt of such request,
then the Company or such  Securityholders  may  determine the time and the place
for such

                                       34
<PAGE>

meeting and may call such meeting to take any action  authorized in Section 8.1,
by mailing notice thereof as provided in Section 8.2.

         41.4.  Qualifications for Voting. To be entitled to vote at any meeting
of Securityholders a Person shall (a) be a holder of one or more Debentures with
respect  to which the  meeting  is being  held or (b) a Person  appointed  by an
instrument in writing as proxy by a holder of one or more such  Debentures.  The
only  Persons  who shall be entitled to be present or to speak at any meeting of
Securityholders  shall be the Persons entitled to vote at such meeting and their
counsel  and  any  representatives  of the  Trustee  and  its  counsel  and  any
representatives of the Company and its counsel.

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

         The Trustee  shall,  by an instrument  in writing,  appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by  Securityholders  as  provided  in Section  8.3, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

         Subject to the provisions of Section 7.4, at any meeting each holder of
Debentures  with respect to which such  meeting is being held or proxy  therefor
shall be entitled to one vote for each $1,000.00  principal amount of Debentures
held or represented  by him;  provided,  however,  that no vote shall be cast or
counted at any meeting in respect of any Debenture challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding.  The chairman of
the meeting shall have no right to vote other than by virtue of Debentures  held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders.  Any meeting of Securityholders duly
called  pursuant to the  provisions of Section 8.2 or 8.3 may be adjourned  from
time to time by a  majority  of those  present,  whether or not  constituting  a
quorum, and the meeting may be held as so adjourned without further notice.

         41.6. Voting. The vote upon any resolution  submitted to any meeting of
holders of Debentures  with respect to which such meeting is being held shall be
by written  ballots on which shall be subscribed  the signatures of such holders
or of their  representatives  by proxy and the  serial  number or numbers of the
Debentures  held or represented  by them. The permanent  chairman of the meeting
shall  appoint  two  inspectors  of votes who shall  count all votes cast at the
meeting  for or  against  any  resolution  and who shall  make and file with the
secretary of the meeting  their  verified  written  reports in triplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and  affidavits by one or more Persons
having  knowledge of the facts setting forth a copy of the notice of the meeting
and showing  that said notice was mailed as provided in Section  8.2. The record
shall show the serial  numbers of the  Debentures  voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the
permanent  chairman and secretary of the meeting and one of the duplicates shall
be  delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

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

                                       35
<PAGE>

         41.7.  Quorum;  Actions.  The  Persons  entitled  to vote a majority in
principal  amount of the Debentures then  outstanding  shall constitute a quorum
for a meeting of Securityholders; provided, however, that if any action is to be
taken at such  meeting  with  respect to a  consent,  waiver,  request,  demand,
notice,  authorization,  direction  or other  action  which  may be given by the
holders  of not less than a  specified  percentage  in  principal  amount of the
Debentures then outstanding,  the Persons holding or representing such specified
percentage  in  principal   amount  of  the  Debentures  then  outstanding  will
constitute  a quorum.  In the absence of a quorum  within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
Securityholders,  be  dissolved.  In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned  meeting,  such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior to the  adjournment of such adjourned  meeting.  Notice of the
reconvening of any adjourned  meeting shall be given as provided in Section 8.2,
except  that such  notice  need be given only once not less than 5 days prior to
the date on which the  meeting  is  scheduled  to be  reconvened.  Notice of the
reconvening of an adjourned  meeting shall state  expressly the  percentage,  as
provided above, of the principal amount of the Debentures then outstanding which
shall constitute a quorum.

         Except as limited by the  provisos  in the first  paragraph  of Section
9.2, any resolution  presented to a meeting or adjourned meeting duly reconvened
at which a quorum is present as aforesaid may be adopted by the affirmative vote
of the  holders  of a  majority  in  principal  amount  of the  Debentures  then
outstanding;  provided,  however, that, except as limited by the provisos in the
first  paragraph  of Section 9.2,  any  resolution  with respect to any consent,
waiver, request, demand, notice, authorization,  direction or other action which
this Indenture expressly provides may be given by the holders of not less than a
specified  percentage in principal amount of the Debentures then outstanding may
be adopted at a meeting or an adjourned  meeting duly  reconvened and at which a
quorum is present as aforesaid only by the affirmative  vote of the holders of a
not less than such  specified  percentage in principal  amount of the Debentures
then outstanding.

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

Section 42.

SUPPLEMENTAL INDENTURES

         42.1. Supplemental  Indentures without Consent of Securityholders.  The
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures  supplemental hereto,
without the  consent of the  Securityholders,  for one or more of the  following
purposes:

                  42.1.1.  to evidence the  succession of another  Person to the
Company, or successive  successions,  and the assumption by the successor Person
of the covenants, agreements and obligations of the Company, pursuant to Article
XI hereof;

                  42.1.2.  to add to the  covenants  of the Company such further
covenants,  restrictions  or  conditions  for the  protection  of the holders of
Debentures as the Board of Directors  shall consider to be for the protection of
the holders of such  Debentures,  and to make the occurrence,  or the occurrence
and continuance, of a default in any of such additional covenants,  restrictions
or conditions a default or an Event of Default permitting the enforcement of all
or any of the several  remedies  provided in this Indenture as herein set forth;
provided,  however,  that in respect of any such additional covenant restriction
or condition such supplemental  indenture may provide for a

                                       36
<PAGE>

particular  period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee
upon such default;

                  42.1.3.  to cure any ambiguity or to correct or supplement any
provision  contained  herein  or in  any  supplemental  indenture  which  may be
defective or inconsistent  with any other provision  contained  herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture;  provided that any such action shall not
materially adversely affect the interests of the holders of the Debentures;

                  42.1.4.  to add to,  delete  from,  or  revise  the  terms  of
Debentures,  including,  without limitation, any terms relating to the issuance,
exchange,  registration  or transfer  of  Debentures,  including  to provide for
transfer procedures and restrictions  substantially  similar to those applicable
to the Capital  Securities  as required by Section 2.5 (for purposes of assuring
that no  registration  of  Debentures  is required  under the  Securities  Act);
provided, however, that any such action shall not adversely affect the interests
of the holders of the Debentures  then  outstanding  (it being  understood,  for
purposes of this proviso, that transfer restrictions on Debentures substantially
similar to those that were applicable to Capital  Securities shall not be deemed
to materially adversely affect the holders of the Debentures);

                  42.1.5.   to  evidence  and  provide  for  the  acceptance  of
appointment  hereunder by a successor Trustee with respect to the Debentures 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;

                  42.1.6.  to make any change (other than as elsewhere  provided
in  this  paragraph)   that  does  not  adversely   affect  the  rights  of  any
Securityholder in any material respect; or

                  42.1.7.  to provide for the issuance of and establish the form
and  terms  and  conditions  of the  Debentures,  to  establish  the form of any
certifications  required to be furnished pursuant to the terms of this Indenture
or the Debentures, or to add to the rights of the holders of Debentures.

         The  Trustee  is  hereby  authorized  to join with the  Company  in the
execution of any such supplemental  indenture,  to make any further  appropriate
agreements  and  stipulations  which may be therein  contained and to accept the
conveyance,  transfer and assignment of any property thereunder, but the Trustee
shall  not be  obligated  to,  but may in its  discretion,  enter  into any such
supplemental  indenture  which  affects  the  Trustee's  own  rights,  duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
9.1 may be executed  by the  Company and the Trustee  without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the provisions of Section 9.2.

         42.2. Supplemental Indentures with Consent of Securityholders. With the
consent (evidenced as provided in Section 7.1) of the holders of not less than a
majority in aggregate principal amount of the Debentures at the time outstanding
affected by such supplemental  indenture (voting as a class), the Company,  when
authorized by a Board  Resolution,  and the Trustee may from time to time and at
any time 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 any  supplemental  indenture or of
modifying in any manner the rights of the holders of the  Debentures;  provided,
however,  that no such  supplemental  indenture shall without the consent of the
holders of each Debenture then  outstanding and affected  thereby (i) change the
fixed maturity of any Debenture,  or

                                       37
<PAGE>

reduce the principal amount thereof or any premium  thereon,  or reduce the rate
or extend the time of payment of interest thereon,  or reduce any amount payable
on redemption  thereof or make the principal  thereof or any interest or premium
thereon  payable  in any  coin or  currency  other  than  that  provided  in the
Debentures,  or impair or affect the right of any  Securityholder  to  institute
suit for payment thereof or impair the right of repayment, if any, at the option
of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders
of which are required to consent to any such  supplemental  indenture;  provided
further,  however,  that if the  Debentures  are held by a trust or a trustee of
such trust, such supplemental indenture shall not be effective until the holders
of a majority in Liquidation  Amount of Trust Securities shall have consented to
such supplemental indenture;  provided further,  however, that if the consent of
the Securityholder of each outstanding Debenture is required,  such supplemental
indenture shall not be effective until each holder of the Trust Securities shall
have consented to such supplemental indenture.

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

         Promptly  after the  execution  by the  Company  and the Trustee of any
supplemental  indenture pursuant to the provisions of this Section,  the Trustee
shall transmit by mail, first class postage prepaid,  a notice,  prepared by the
Company,  setting  forth in general  terms the  substance  of such  supplemental
indenture,  to the  Securityholders as their names and addresses appear upon the
Debenture  Register.  Any  failure of the  Trustee to mail such  notice,  or any
defect therein,  shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

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

         42.3.  Effect of  Supplemental  Indentures.  Upon the  execution of any
supplemental  indenture  pursuant  to the  provisions  of this  Article IX, this
Indenture  shall be and be deemed  to be  modified  and  amended  in  accordance
therewith and the respective rights, limitations of rights, obligations,  duties
and immunities under this Indenture of the Trustee,  the Company and the holders
of Debentures shall thereafter be determined,  exercised and enforced  hereunder
subject in all respects to such  modifications  and amendments and all the terms
and conditions of any such  supplemental  indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

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

         42.5. Evidence of Compliance of Supplemental  Indenture to be Furnished
to Trustee.  The  Trustee,  subject to the  provisions  of Sections 6.1 and 6.2,
shall,  in  addition  to the  documents  required  by Section  14.6,  receive an
Officers'  Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental  indenture  executed pursuant hereto complies with the requirements
of this  Article  IX.  The  Trustee  shall  receive  an  Opinion  of  Counsel as
conclusive  evidence that any supplemental  indenture  executed pursuant to this
Article IX is  authorized  or  permitted  by, and conforms to, the terms of this

                                       38
<PAGE>

Article IX and that it is proper for the Trustee  under the  provisions  of this
Article IX to join in the execution thereof.

Section 43.

REDEMPTION OF SECURITIES

         43.1. Optional Redemption. The Company shall have the right (subject to
the  receipt  by the  Company  of prior  approval  (i) if the  Company is a bank
holding  company,  from the Federal  Reserve,  if then required under applicable
capital  guidelines or policies of the Federal Reserve or (ii) if the Company is
a  savings  and  loan  holding  company,  from  the OTS if then  required  under
applicable capital guidelines or policies of the OTS), to redeem the Debentures,
in whole or in  part,  but in all  cases in a  principal  amount  with  integral
multiples of $1,000.00, on any March 26, June 26, September 26 or December 26 on
or after March 26, 2007 (the "Redemption Date"), at the Redemption Price.

         43.2.  Special Event Redemption.  If a Special Event shall occur and be
continuing,  the  Company  shall have the right  (subject  to the receipt by the
Company of prior approval (i) if the Company is a bank holding company, from the
Federal Reserve if then required under applicable capital guidelines or policies
of the  Federal  Reserve or (ii) if the  Company is a savings  and loan  holding
company,  from the OTS if then required under applicable  capital  guidelines or
policies of the OTS) to redeem the Debentures in whole,  but not in part, at any
Interest Payment Date,  within 120 days following the occurrence of such Special
Event (the "Special Redemption Date") at the Special Redemption Price.

         43.3.  Notice  of  Redemption;  Selection  of  Debentures.  In case the
Company  shall  desire to exercise  the right to redeem all, or, as the case may
be,  any part of the  Debentures,  it shall  cause to be mailed a notice of such
redemption at least 30 and not more than 60 days prior to the Redemption Date or
the Special  Redemption Date to the holders of Debentures so to be redeemed as a
whole or in part at their last  addresses  as the same  appear on the  Debenture
Register. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be  conclusively  presumed to have been duly given,
whether or not the holder  receives  such notice.  In any case,  failure to give
such  notice by mail or any defect in the notice to the holder of any  Debenture
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Debenture.

         Each such notice of redemption shall specify the CUSIP number,  if any,
of the Debentures to be redeemed,  the Redemption Date or the Special Redemption
Date, as applicable,  the Redemption Price or the Special  Redemption  Price, as
applicable,  at which  Debentures  are to be  redeemed,  the  place or places of
payment,  that  payment  will be made upon  presentation  and  surrender of such
Debentures,  that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions  thereof to be redeemed  will cease to accrue.  If less than all
the  Debentures  are to be redeemed the notice of  redemption  shall specify the
numbers of the  Debentures  to be  redeemed.  In case the  Debentures  are to be
redeemed in part only,  the notice of redemption  shall state the portion of the
principal  amount  thereof to be redeemed  and shall state that on and after the
date fixed for redemption,  upon surrender of such Debenture, a new Debenture or
Debentures in principal  amount equal to the unredeemed  portion thereof will be
issued.

         Prior to  10:00  a.m.  New York  City  time on the  Redemption  Date or
Special  Redemption  Date,  as  applicable,  the Company  will  deposit with the
Trustee  or with one or more  paying  agents an amount  of money  sufficient  to
redeem on the Redemption Date or the Special Redemption Date, as applicable, all
the Debentures so called for redemption at the appropriate  Redemption  Price or
Special Redemption Price,  together with accrued interest to the Redemption Date
or Special Redemption Date, as applicable.

         If all,  or less than  all,  the  Debentures  are to be  redeemed,  the
Company  will give the  Trustee  notice  not less than 45 nor more than 60 days,
respectively,  prior to the  Redemption  Date or  Special

                                       39
<PAGE>

Redemption  Date,  as  applicable,  as to  the  aggregate  principal  amount  of
Debentures to be redeemed and the Trustee shall select, in such manner as in its
sole  discretion it shall deem  appropriate and fair, the Debentures or portions
thereof (in integral multiples of $1,000.00) to be redeemed.

         43.4.  Payment  of  Debentures  Called  for  Redemption.  If  notice of
redemption  has been  given as  provided  in Section  10.3,  the  Debentures  or
portions of  Debentures  with  respect to which such notice has been given shall
become due and payable on the  Redemption  Date or Special  Redemption  Date, as
applicable,  and at the place or places stated in such notice at the  applicable
Redemption Price or Special Redemption Price,  together with interest accrued to
the Redemption Date or Special Redemption Date, as applicable,  and on and after
said date (unless the Company shall default in the payment of such Debentures at
the Redemption Price or Special  Redemption Price, as applicable,  together with
interest  accrued  to said date)  interest  on the  Debentures  or  portions  of
Debentures so called for redemption  shall cease to accrue.  On presentation and
surrender  of such  Debentures  at a place of payment  specified in said notice,
such Debentures or the specified  portions thereof shall be paid and redeemed by
the Company at the  applicable  Redemption  Price or Special  Redemption  Price,
together  with  interest  accrued  thereon  to the  Redemption  Date or  Special
Redemption Date, as applicable.

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

Section 44.

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         44.1.  Company  May  Consolidate,   etc.,  on  Certain  Terms.  Nothing
contained in this Indenture or in the Debentures shall prevent any consolidation
or  merger  of the  Company  with or  into  any  other  Person  (whether  or not
affiliated  with the Company) or successive  consolidations  or mergers in which
the Company or its successor or successors shall be a party or parties, or shall
prevent any sale,  conveyance,  transfer or other disposition of the property or
capital stock of the Company or its  successor or successors as an entirety,  or
substantially  as an entirety,  to any other Person  (whether or not  affiliated
with the Company,  or its  successor or  successors)  authorized  to acquire and
operate the same;  provided,  however,  that the Company  hereby  covenants  and
agrees that, upon any such  consolidation,  merger (where the Company is not the
surviving corporation), sale, conveyance, transfer or other disposition, the due
and punctual  payment of the principal of (and premium,  if any) and interest on
all of the Debentures in accordance with their terms,  according to their tenor,
and the due and punctual  performance  and  observance  of all the covenants and
conditions  of this  Indenture to be kept or performed by the Company,  shall be
expressly assumed by supplemental  indenture satisfactory in form to the Trustee
executed  and   delivered   to  the  Trustee  by  the  entity   formed  by  such
consolidation,  or into  which the  Company  shall have been  merged,  or by the
entity which shall have acquired such property or capital stock.

         44.2.  Successor  Entity  to  be  Substituted.  In  case  of  any  such
consolidation,  merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor entity, by supplemental indenture,  executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance and observance of all of the
covenants and  conditions  of this  Indenture to be performed or observed by the
Company,  such  successor  entity shall  succeed to and be  substituted  for the
Company, with the same effect as if it had been named herein as the Company, and
thereupon the predecessor  entity shall be relieved of any further  liability or
obligation hereunder or upon the Debentures. Such successor entity thereupon may
cause to be signed,  and may issue in its own name, any or all of the Debentures
issuable  hereunder which  theretofore shall not have been signed by the

                                       40
<PAGE>

Company and delivered to the Trustee or the Authenticating  Agent; and, upon the
order of such  successor  entity  instead of the  Company and subject to all the
terms,  conditions and limitations in this Indenture prescribed,  the Trustee or
the  Authenticating  Agent shall  authenticate  and deliver any Debentures which
previously  shall have been signed and delivered by the officers of the Company,
to  the  Trustee  or  the  Authenticating  Agent  for  authentication,  and  any
Debentures which such successor  entity  thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating  Agent for that purpose.  All the
Debentures  so issued shall in all respects have the same legal rank and benefit
under this  Indenture as the  Debentures  theretofore  or  thereafter  issued in
accordance with the terms of this Indenture as though all of such Debentures had
been issued at the date of the execution hereof.

         44.3. Opinion of Counsel to be Given to Trustee.  The Trustee,  subject
to the  provisions of Sections 6.1 and 6.2,  shall  receive,  in addition to the
Opinion of Counsel  required by Section 9.5, an Opinion of Counsel as conclusive
evidence that any consolidation,  merger,  sale,  conveyance,  transfer or other
disposition,  and any  assumption,  permitted  or  required by the terms of this
Article XI complies with the provisions of this Article XI.

Section 45.

SATISFACTION AND DISCHARGE OF INDENTURE

         45.1. Discharge of Indenture. When

         (a)      the Company shall deliver to the Trustee for  cancellation all
                  Debentures   theretofore   authenticated   (other   than   any
                  Debentures which shall have been destroyed, lost or stolen and
                  which shall have been  replaced or paid as provided in Section
                  2.6) and not theretofore canceled, or

         (b)      all the  Debentures not  theretofore  canceled or delivered to
                  the  Trustee  for  cancellation  shall  have  become  due  and
                  payable,  or are by their  terms  to  become  due and  payable
                  within 1 year or are to be called for redemption within 1 year
                  under arrangements  satisfactory to the Trustee for the giving
                  of notice of  redemption,  and the Company  shall deposit with
                  the Trustee,  in trust,  funds, which shall be immediately due
                  and payable,  sufficient to pay at maturity or upon redemption
                  all of the Debentures  (other than any Debentures  which shall
                  have been destroyed,  lost or stolen and which shall have been
                  replaced or paid as provided in Section  2.6) not  theretofore
                  canceled  or  delivered  to  the  Trustee  for   cancellation,
                  including  principal and premium,  if any, and interest due or
                  to become due to such date of maturity or redemption  date, as
                  the case may be,  but  excluding,  however,  the amount of any
                  moneys for the payment of principal  of, and premium,  if any,
                  or interest on the  Debentures (1)  theretofore  repaid to the
                  Company in accordance  with the provisions of Section 12.4, or
                  (2) paid to any state or to the District of Columbia  pursuant
                  to its unclaimed property or similar laws,

and if in the case of either clause (a) or clause (b) the Company shall also pay
or cause to be paid all other sums payable  hereunder by the Company,  then this
Indenture  shall  cease to be of further  effect  except for the  provisions  of
Sections  2.5,  2.6,  2.8,  3.1,  3.2,  3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6
and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by
an  Officers'  Certificate  and an Opinion of  Counsel,  each  stating  that all
conditions  precedent  herein  provided  for  relating to the  satisfaction  and
discharge of this Indenture have been complied with, and at the cost and expense
of the Company, shall execute proper instruments  acknowledging  satisfaction of
and discharging this Indenture.  The Company agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
in connection with this Indenture or the Debentures.

                                       41
<PAGE>

         45.2.  Deposited Moneys to be Held in Trust by Trustee.  Subject to the
provisions of Section 12.4, all moneys  deposited  with the Trustee  pursuant to
Section  12.1  shall be held in  trust in a  non-interest  bearing  account  and
applied  by it to the  payment,  either  directly  or through  any paying  agent
(including the Company if acting as its own paying agent), to the holders of the
particular  Debentures  for the payment of which such moneys have been deposited
with the Trustee,  of all sums due and to become due thereon for principal,  and
premium, if any, and interest.

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

         45.4. Return of Unclaimed Moneys.  Any moneys deposited with or paid to
the Trustee or any paying agent for payment of the principal of, and premium, if
any, or interest on Debentures  and not applied but  remaining  unclaimed by the
holders of  Debentures  for 2 years after the date upon which the  principal of,
and premium,  if any, or interest on such Debentures,  as the case may be, shall
have become due and payable,  shall, subject to applicable  escheatment laws, be
repaid to the Company by the Trustee or such paying agent on written demand; and
the holder of any of the Debentures  shall  thereafter  look only to the Company
for any payment which such holder may be entitled to collect,  and all liability
of the Trustee or such paying agent with respect to such moneys shall  thereupon
cease.

Section 46.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

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

Section 47.

]MISCELLANEOUS PROVISIONS

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

         47.2.  Official Acts by Successor Entity.  Any act or proceeding by any
provision of this  Indenture  authorized  or required to be done or performed by
any  board,  committee  or  officer  of the  Company  shall  and may be done and
performed  with like force and effect by the like board,  committee,  officer or
other  authorized  Person of any  entity  that  shall at the time be the  lawful
successor of the Company.

         47.3. Surrender of Company Powers. The Company by instrument in writing
executed by authority of at least 2/3 (two-thirds) of its Board of Directors and
delivered to the Trustee may surrender

                                       42
<PAGE>

any  of  the  powers  reserved  to the  Company  and  thereupon  such  power  so
surrendered  shall  terminate  both as to the Company,  and as to any  permitted
successor.

         47.4.  Addresses  for  Notices,  etc. Any notice,  consent,  direction,
request,  authorization,  waiver  or  demand  which  by any  provision  of  this
Indenture is required or permitted to be given, made, furnished or served by the
Trustee or by the Securityholders on or to the Company may be given or served in
writing by being deposited  postage prepaid by registered or certified mail in a
post office letter box addressed (until another address is filed by the Company,
with the Trustee  for the  purpose) to the  Company,  701 South Ham Lane,  Lodi,
California 95242, Attention: Leon J. Zimmerman. Any notice, consent,  direction,
request, authorization, waiver or demand by any Securityholder or the Company to
or upon the Trustee shall be deemed to have been sufficiently given or made, for
all  purposes,  if  given  or made in  writing  at the  office  of the  Trustee,
addressed  to  the  Trustee,  225  Asylum  Street,  Goodwin  Square,   Hartford,
Connecticut 06103 Attention: Vice President,  Corporate Trust Department, with a
copy to State Street Bank and Trust Company, P.O. Box 778, Boston, Massachusetts
02102-0778,  Attention:  Paul D. Allen, Corporate Trust Department.  Any notice,
consent,  direction,  request,  authorization,  waiver  or  demand  on or to any
Securityholder  shall be deemed to have been sufficiently given or made, for all
purposes,  if given or made in writing at the address set forth in the Debenture
Register.

         47.5.  Governing Law. This Indenture and each Debenture shall be deemed
to be a  contract  made  under  the law of the  State of New  York,  and for all
purposes  shall be governed by and construed in accordance  with the law of said
State, without regard to conflict of laws principles thereof.

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

         Each  certificate  or  opinion  provided  for  in  this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this  Indenture  shall  include (1) a statement  that the person
making such  certificate  or opinion has read such covenant or condition;  (2) a
brief statement as to the nature and scope of the  examination or  investigation
upon which the statements or opinions  contained in such  certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with;  and (4) a statement as to whether or not in the opinion of such
person, such condition or covenant has been complied with.

         47.7.  Non-Business  Days.  In any case  where the date of  payment  of
interest on or principal of the Debentures  will be a day that is not a Business
Day, the payment of such interest on or principal of the Debentures  need not be
made on such date but may be made on the next  succeeding  Business Day,  except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately  preceding  Business Day, in each case with the
same  force  and  effect  as if made on the  original  date of  payment,  and no
interest shall accrue for the period from and after such date.

         47.8. Table of Contents,  Headings,  etc. The table of contents and the
titles and headings of the articles  and  sections of this  Indenture  have been
inserted for  convenience  of reference  only,  are not to be  considered a part
hereof,  and shall in no way modify or restrict  any of the terms or  provisions
hereof.

                                       43
<PAGE>

         47.9. Execution in Counterparts.  This Indenture may be executed in any
number  of  counterparts,   each  of  which  shall  be  an  original,  but  such
counterparts shall together constitute but one and the same instrument.

         47.10.  Separability.  In  case  any  one or  more  of  the  provisions
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or  unenforceability  shall not affect any other provisions of this Indenture or
of such Debentures, but this Indenture and such Debentures shall be construed as
if such invalid or illegal or  unenforceable  provision had never been contained
herein or therein.

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

         47.12.  Acknowledgment of Rights. The Company agrees that, with respect
to any Debentures held by the Trust or the  Institutional  Trustee of the Trust,
if the Institutional Trustee of the Trust fails to enforce its rights under this
Indenture as the holder of Debentures held as the assets of such Trust after the
holders of a majority in  Liquidation  Amount of the Capital  Securities of such
Trust have so directed such  Institutional  Trustee,  a holder of record of such
Capital  Securities may, to the fullest extent permitted by law, institute legal
proceedings directly against the Company to enforce such Institutional Trustee's
rights under this  Indenture  without first  instituting  any legal  proceedings
against such trustee or any other Person.  Notwithstanding the foregoing,  if an
Event of Default has occurred and is continuing  and such event is  attributable
to the failure of the Company to pay interest (or premium,  if any) or principal
on the Debentures on the date such interest (or premium, if any) or principal is
otherwise  payable (or in the case of redemption,  on the redemption  date), the
Company  agrees that a holder of record of Capital  Securities  of the Trust may
directly  institute a proceeding  against the Company for enforcement of payment
to such holder directly of the principal of (or premium,  if any) or interest on
the  Debentures  having an aggregate  principal  amount  equal to the  aggregate
Liquidation  Amount of the  Capital  Securities  of such  holder on or after the
respective due date specified in the Debentures.

Section 48.

SUBORDINATION OF DEBENTURES

         48.1.  Agreement to Subordinate.  The Company covenants and agrees, and
each holder of Debentures by such  Securityholder's  acceptance thereof likewise
covenants  and  agrees,  that all  Debentures  shall be  issued  subject  to the
provisions  of this  Article XV; and each holder of a  Debenture,  whether  upon
original issue or upon transfer or assignment thereof,  accepts and agrees to be
bound by such provisions.

         The payment by the Company of the  principal  of, and premium,  if any,
and  interest  on all  Debentures  shall,  to  the  extent  and  in  the  manner
hereinafter  set forth,  be  subordinated  and junior in right of payment to the
prior  payment  in full  of all  Senior  Indebtedness  of the  Company,  whether
outstanding at the date of this Indenture or thereafter incurred.

         No  provision of this Article XV shall  prevent the  occurrence  of any
default or Event of Default hereunder.

         48.2.  Default  on Senior  Indebtedness.  In the event and  during  the
continuation of any default by the Company in the payment of principal, premium,
interest  or any other  payment  due on any Senior  Indebtedness  of the Company
following  any grace  period,  or in the event that the  maturity  of any Senior

                                       44
<PAGE>

Indebtedness of the Company has been  accelerated  because of a default and such
acceleration  has not been  rescinded or  canceled,  then,  in either  case,  no
payment  shall be made by the Company with respect to the  principal  (including
redemption) of, or premium, if any, or interest on the Debentures.

         In the event that,  notwithstanding the foregoing, any payment shall be
received  by the  Trustee  when such  payment  is  prohibited  by the  preceding
paragraph of this Section 15.2, such payment shall,  subject to Section 15.7, be
held in trust for the  benefit of, and shall be paid over or  delivered  to, the
holders of Senior  Indebtedness or their respective  representatives,  or to the
trustee or  trustees  under any  indenture  pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the  extent  that the  holders  of the  Senior  Indebtedness  (or  their
representative  or  representatives  or a trustee) notify the Trustee in writing
within 90 days of such  payment of the amounts  then due and owing on the Senior
Indebtedness and only the amounts  specified in such notice to the Trustee shall
be paid to the holders of Senior Indebtedness.

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

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

         For  purposes  of  this  Article  XV,  the  words  "cash,  property  or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is

                                       45
<PAGE>

subordinated  at least to the extent provided in this Article XV with respect to
the Debentures to the payment of all Senior  Indebtedness,  that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior  Indebtedness are not, without the
consent of such holders,  altered by such  reorganization  or readjustment.  The
consolidation  of the Company with,  or the merger of the Company into,  another
corporation  or the  liquidation  or  dissolution  of the Company  following the
conveyance or transfer of its property as an entirety,  or  substantially  as an
entirety,  to another  corporation upon the terms and conditions provided for in
Article  XI of this  Indenture  shall not be deemed a  dissolution,  winding-up,
liquidation  or  reorganization  for the  purposes of this Section if such other
corporation  shall,  as a part  of such  consolidation,  merger,  conveyance  or
transfer,  comply with the  conditions  stated in Article XI of this  Indenture.
Nothing in Section 15.2 or in this Section shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.6 of this Indenture.

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

         Nothing  contained in this Article XV or elsewhere in this Indenture or
in the  Debentures is intended to or shall impair,  as between the Company,  its
creditors other than the holders of Senior Indebtedness,  and the holders of the
Debentures,  the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures  the principal of (and premium,  if any)
and interest on the Debentures as and when the same shall become due and payable
in accordance  with their terms,  or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, other than
the holders of Senior Indebtedness, nor shall anything herein or therein prevent
the  Trustee  or the  holder  of any  Debenture  from  exercising  all  remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the  rights,  if any,  under this  Article XV of the  holders of such  Senior
Indebtedness in respect of cash, property or securities of the Company, received
upon the exercise of any such remedy.

         Upon any payment or distribution  of assets of the Company  referred to
in this Article XV, the Trustee, subject to the provisions of Article VI of this
Indenture,  and the Securityholders  shall be entitled to conclusively rely upon
any order or decree made by any court of  competent  jurisdiction  in which such
dissolution,  winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver,  trustee in bankruptcy,  liquidation  trustee,
agent or other  Person  making such  payment or  distribution,  delivered to the
Trustee or to the Securityholders,  for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other  indebtedness of the Company,  the amount thereof or payable  thereon,
the amount or amounts paid or distributed  thereon and all other facts pertinent
thereto or to this Article XV.

         48.5. Trustee to Effectuate Subordination.  Each Securityholder by such
Securityholder's  acceptance  thereof authorizes and directs the Trustee on such
Securityholder's  behalf to take such action

                                       46
<PAGE>

as may be necessary or appropriate to effectuate the  subordination  provided in
this Article XV and appoints the Trustee such Securityholder's  attorney-in-fact
for any and all such purposes.

         48.6.  Notice by the  Company.  The Company  shall give prompt  written
notice to a Responsible  Officer of the Trustee at the  Principal  Office of the
Trustee of any fact known to the Company  that would  prohibit the making of any
payment of monies to or by the Trustee in respect of the Debentures  pursuant to
the  provisions  of this  Article XV.  Notwithstanding  the  provisions  of this
Article XV or any other  provision of this  Indenture,  the Trustee shall not be
charged  with  knowledge of the  existence of any facts that would  prohibit the
making  of  any  payment  of  monies  to or by the  Trustee  in  respect  of the
Debentures  pursuant to the  provisions  of this Article XV,  unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have received  written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor;  and before the receipt of any
such written  notice,  the Trustee,  subject to the  provisions of Article VI of
this  Indenture,  shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided  for in this  Section at least 2  Business  Days prior to the date upon
which  by the  terms  hereof  any  money  may  become  payable  for any  purpose
(including,  without limitation, the payment of the principal of (or premium, if
any) or interest on any  Debenture),  then,  anything  herein  contained  to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive  such  money and to apply the same to the  purposes  for which they were
received,  and shall not be affected by any notice to the  contrary  that may be
received by it within 2 Business Days prior to such date.

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

         48.7.  Rights  of the  Trustee;  Holders  of Senior  Indebtedness.  The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XV in respect of any Senior Indebtedness at any time held by it,
to the same extent as any other  holder of Senior  Indebtedness,  and nothing in
this Indenture shall deprive the Trustee of any of its rights as such holder.

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

         Nothing in this  Article XV shall apply to claims of, or  payments  to,
the Trustee under or pursuant to Section 6.6.

                                       47
<PAGE>

         48.8.  Subordination  May Not Be  Impaired.  No right of any present or
future  holder of any Senior  Indebtedness  to enforce  subordination  as herein
provided  shall at any time in any way be  prejudiced  or impaired by any act or
failure to act on the part of the  Company,  or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company, with the
terms,  provisions and covenants of this Indenture,  regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.

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

                     Signatures appear on the following page


                                       48
<PAGE>


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

                                  FIRST FINANCIAL BANCORP


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


                                  STATE STREET BANK AND TRUST COMPANY OF
                                  CONNECTICUT, NATIONAL ASSOCIATION, as Trustee


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


                                       49
<PAGE>

                      FORM OF JUNIOR SUBORDINATED DEBENTURE

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "SECURITIES  ACT"),  ANY STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES   LAW.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  AGREES  TO OFFER,  SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY (A) TO THE COMPANY,  (B) PURSUANT TO A
REGISTRATION  STATEMENT  THAT HAS BEEN DECLARED  EFFECTIVE  UNDER THE SECURITIES
ACT,  (C) TO A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES  IS A  QUALIFIED
INSTITUTIONAL  BUYER IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE  144A,  (D)  TO A  NON-U.S.  PERSON  IN AN  OFFSHORE  TRANSACTION  IN
ACCORDANCE  WITH RULE 903 OR RULE 904 (AS  APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH  (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY  FOR  ITS OWN  ACCOUNT,  OR FOR THE  ACCOUNT  OF SUCH AN  INSTITUTIONAL
ACCREDITED  INVESTOR,  FOR  INVESTMENT  PURPOSES  AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (F)  PURSUANT  TO ANY OTHER  AVAILABLE  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYMENT  RETIREMENT  INCOME  SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A "PLAN"),  OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER  OR HOLDER IS  ELIGIBLE  FOR  EXEMPTIVE  RELIEF  AVAILABLE  UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER  APPLICABLE  EXEMPTION  OR ITS  PURCHASE AND HOLDING OF
THIS  SECURITY IS NOT  PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH  PURCHASE OR HOLDING.  ANY  PURCHASER OR HOLDER OF THE
SECURITIES  OR ANY INTEREST  THEREIN WILL BE DEEMED TO HAVE  REPRESENTED  BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE  BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF ERISA,  OR A PLAN TO WHICH SECTION 4975 OF
THE CODE IS  APPLICABLE,  A  TRUSTEE  OR OTHER  PERSON  ACTING  ON  BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY  EMPLOYEE  BENEFIT  PLAN OR PLAN TO  FINANCE  SUCH  PURCHASE,  OR (ii)  SUCH
PURCHASE WILL NOT RESULT IN A PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA
OR  SECTION  4975 OF THE CODE FOR  WHICH  THERE IS NO  APPLICABLE  STATUTORY  OR
ADMINISTRATIVE EXEMPTION.

                                      D-1
<PAGE>

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING AN AGGREGATE  PRINCIPAL AMOUNT OF NOT LESS THAN $500,000.00 AND MULTIPLES
OF $1,000.00 IN EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS SECURITY IN A
BLOCK HAVING AN AGGREGATE  PRINCIPAL  AMOUNT OF LESS THAN  $500,000.00  SHALL BE
DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

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

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

         Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                             FIRST FINANCIAL BANCORP

                                 March 26, 2002

         First Financial Bancorp, a California  corporation (the "Company" which
term includes any successor Person under the Indenture hereinafter referred to),
for value  received  promises to pay to State  Street Bank and Trust  Company of
Connecticut,  National Association, not in its individual capacity but solely as
Institutional  Trustee for First Financial (CA) Statutory Trust I (the "Holder")
or registered assigns,  the principal sum of Five Million One Hundred Fifty Five
Thousand Dollars  ($5,155,000.00) on March 26, 2032, and to pay interest on said
principal sum from March 26, 2002, or from the most recent interest payment date
(each such date, an "Interest  Payment Date") to which interest has been paid or
duly  provided  for,  quarterly  (subject to  deferral  as set forth  herein) in
arrears  on March  26,  June  26,  September  26 and  December  26 of each  year
commencing  June 26,  2002,  at an annual rate equal to 5.59%  beginning on (and
including) the date of original  issuance and ending on (but excluding) June 26,
2002  and at an  annual  rate  for  each  successive  period  beginning  on (and
including) June 26, 2002, and each succeeding  Interest Payment Date, and ending
on  (but  excluding)  the  next  succeeding   Interest   Payment  Date  (each  a
"Distribution  Period"),  equal to 3-Month LIBOR, determined as described below,
plus 3.60% (the "Coupon Rate"); provided, however, that prior to March 26, 2007,
the Coupon Rate shall not exceed 11.00%, applied to the principal amount hereof,
until the principal  hereof is paid or duly  provided for or made  available for
payment,  and on any overdue principal and (without  duplication) on any overdue
installment of interest at the same rate per annum,  compounded quarterly,  from
the  dates  such  amounts  are due  until  they are paid or made  available  for
payment.  The amount of interest  payable for any period will be computed on the
basis of the actual number of days in the Distribution  Period concerned divided
by 360.  In the  event  that any  date on  which  interest  is  payable  on this
Debenture is not a Business Day, then a payment of the interest  payable on such
date  will be made on the  next  succeeding  day  which is a  Business  Day (and
without any  interest  or other  payment in respect of any such  delay),  except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately  preceding  Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
The interest  installment so payable,  and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture,  be paid to the
Person in whose name this Debenture (or one or more  Predecessor  Securities) is
registered at the close of business on the regular record date for such interest
installment,  which shall be fifteen days prior to the day on which the relevant
Interest  Payment Date occurs.  Any such interest  installment not so punctually
paid or duly provided for shall  forthwith  cease to be payable to the Holder on
such  regular  record  date and may be paid to the  Person  in whose  name  this
Debenture (or one or more Predecessor  Securities) is registered at the close of
business on a special record date.

                                      D-2
<PAGE>

         "3-Month  LIBOR" as used  herein,  means the London  interbank  offered
interest rate for three-month U.S. dollar deposits  determined by the Trustee in
the following  order of priority:  (i) the rate  (expressed as a percentage  per
annum) for U.S. dollar  deposits  having a three-month  maturity that appears on
Telerate Page 3750 as of 11:00 a.m.  (London time) on the related  Determination
Date  ("Telerate  Page 3750" means the display  designated as "Page 3750" on the
Dow Jones  Telerate  Service or such other page as may replace Page 3750 on that
service or such other  service or  services as may be  nominated  by the British
Bankers'  Association  as the  information  vendor for the purpose of displaying
London  interbank  offered rates for U.S.  dollar  deposits);  (ii) if such rate
cannot be identified on the related Determination Date, the Trustee will request
the  principal  London  offices of four  leading  banks in the London  interbank
market to provide such banks' offered  quotations  (expressed as percentages per
annum) to prime banks in the London  interbank  market for U.S.  dollar deposits
having  a  three-month   maturity  as  of  11:00  a.m.  (London  time)  on  such
Determination Date. If at least two quotations are provided,  3-Month LIBOR will
be the  arithmetic  mean of such  quotations;  (iii)  if  fewer  than  two  such
quotations  are  provided as  requested  in clause (ii) above,  the Trustee will
request four major New York City banks to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S.
dollars as of 11:00 a.m. (London time) on such  Determination  Date. If at least
two such  quotations are provided,  3-Month LIBOR will be the arithmetic mean of
such  quotations;  and (iv) if fewer than two such  quotations  are  provided as
requested  in  clause  (iii)  above,  3-Month  LIBOR  will  be a  3-Month  LIBOR
determined with respect to the Distribution  Period  immediately  preceding such
current  Distribution  Period.  If the rate for U.S.  dollar  deposits  having a
three-month  maturity that  initially  appears on Telerate Page 3750 as of 11:00
a.m.  (London  time) on the  related  Determination  Date is  superseded  on the
Telerate  Page 3750 by a  corrected  rate by 12:00  noon  (London  time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such  Determination  Date. As used
herein,  "Determination  Date"  means the date that is two London  Banking  Days
(i.e.,  a  business  day in which  dealings  in  deposits  in U.S.  dollars  are
transacted in the London  interbank  market)  preceding the  commencement of the
relevant Distribution Period.

         The Coupon Rate for any  Distribution  Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by United States law.

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

         The principal of and interest on this Debenture shall be payable at the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained  for that  purpose in any coin or  currency  of the United  States of
America  that at the time of payment is legal  tender for  payment of public and
private debts; provided,  however, that payment of interest may be made by check
mailed to the registered holder at such address as shall appear in the Debenture
Register if a request for a wire  transfer by such holder has not been  received
by the Company or by wire transfer to an account appropriately designated by the
holder  hereof.  Notwithstanding  the  foregoing,  so long as the holder of this
Debenture  is the  Institutional  Trustee,  the payment of the  principal of and
interest on this Debenture will be made in immediately  available  funds at such
place and to such account as may be designated by the Trustee.

         So long as no Event of Default  has  occurred  and is  continuing,  the
Company shall have the right, from time to time, and without causing an Event of
Default,  to defer  payments of  interest on the  Debentures  by  extending  the
interest  payment  period  on the  Debentures  at any time and from time to time
during the term of the Debentures,  for up to 20 consecutive  quarterly  periods
(each such extended  interest  payment period,  an "Extension  Period"),  during
which Extension Period no interest (including  Additional Interest) shall be due
and  payable.  No  Extension  Period may end on a date  other  than an  Interest
Payment Date. At the end of any such Extension  Period the Company shall pay all
interest then accrued and unpaid on the  Debentures  (together  with  Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
the Maturity Date;  provided  further,  however,  that

                                      D-3
<PAGE>

during any such Extension Period, the Company shall not and shall not permit any
Affiliate to (i) declare or pay any  dividends or  distributions  on, or redeem,
purchase,  acquire,  or make a  liquidation  payment with respect to, any of the
Company's or such Affiliate's capital stock (other than payments of dividends or
distributions to the Company) or make any guarantee payments with respect to the
foregoing or (ii) make any payment of  principal  of or interest or premium,  if
any, on or repay, repurchase or redeem any debt securities of the Company or any
Affiliate that rank pari passu in all respects with or junior in interest to the
Debentures  (other  than,  with  respect  to  clauses  (i) and (ii)  above,  (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company  in  connection  with any  employment  contract,  benefit  plan or other
similar arrangement with or for the benefit of one or more employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Company (or securities  convertible  into or  exercisable  for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable  Extension  Period,  (b) as a  result  of  any  exchange  or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (d)  any   declaration  of  a  dividend  in  connection   with  any
stockholders'  rights plan, or the issuance of rights,  stock or other  property
under any  stockholders'  rights plan, or the redemption or repurchase of rights
pursuant thereto,  (e) any dividend in the form of stock,  warrants,  options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash payments in lieu of fractional  shares issued in connection  therewith,  or
(f) payments under the Capital Securities  Guarantee).  Prior to the termination
of any Extension  Period,  the Company may further extend such period,  provided
that  such  period  together  with all such  previous  and  further  consecutive
extensions thereof shall not exceed 20 consecutive  quarterly periods, or extend
beyond the Maturity Date. Upon the termination of any Extension  Period and upon
the payment of all accrued and unpaid  interest  and  Additional  Interest,  the
Company  may  commence  a  new  Extension  Period,   subject  to  the  foregoing
requirements. No interest or Additional Interest shall be due and payable during
an Extension Period, except at the end thereof, but each installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
shall bear Additional Interest.  The Company must give the Trustee notice of its
election to begin or extend such Extension Period at least 5 Business Days prior
to the  earlier  of (i) the date  interest  on the  Debentures  would  have been
payable except for the election to begin such Extension  Period or (ii) the date
such  interest is payable,  but in any event not less than 5 Business Days prior
to such record date.

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

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

         Capitalized terms used and not defined in this Debenture shall have the
meanings  assigned in the Indenture dated as of the date of original issuance of
this Debenture between the Trustee and the Company.

                     Signatures appear on the following page

                                       D-4


<PAGE>


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

                                      First Financial Bancorp


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


                          CERTIFICATE OF AUTHENTICATION

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

                                 State Street Bank and Trust Company of
                                 Connecticut, National Association, as Trustee


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




                                      D-5