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                                                                    EXHIBIT 4.4
                                                                    -----------

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                          JUNIOR SUBORDINATED INDENTURE


                                     Between


                             ALLEGIANT BANCORP, INC.


                                       and


                              BANKERS TRUST COMPANY
                                  (as Trustee)


                                   dated as of


                                 _____ __, 2001







===============================================================================

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<TABLE>

                                      ALLEGIANT CAPITAL TRUST II

                   Certain Sections of this Junior Subordinated Indenture relating
                                  to Sections 310 through 318 of the
                                     Trust Indenture Act of 1939:

<CAPTION>

Trust Indenture                                                                  Junior Subordinated
  Act Section                                                                     Indenture Section
  -----------                                                                     -----------------

<S>                                                                                 <C>
Section 310 (a)(1)...............................................................................6.9
            (a)(2)...............................................................................6.9
            (a)(3)....................................................................Not Applicable
            (a)(4)....................................................................Not Applicable
            (a)(5)...............................................................................6.9
            (b)............................................................................6.8, 6.10
Section 311 (a).................................................................................6.13
            (b).................................................................................6.13
            (b)(2)............................................................................7.3(a)
Section 312 (a)..........................................................................7.1, 7.2(a)
            (b)...............................................................................7.2(b)
            (c)...............................................................................7.2(c)
Section 313 (a)...............................................................................7.3(a)
            (a)(4)............................................................................7.3(a)
            (b)...............................................................................7.3(b)
            (c)...............................................................................7.3(a)
            (d)...............................................................................7.3(c)
Section 314 (a)..................................................................................7.4
            (b)..................................................................................7.4
            (c)(1)...............................................................................1.2
            (c)(2)...............................................................................1.2
            (c)(3)....................................................................Not Applicable
            (e)..................................................................................1.2
Section 315 (a)...............................................................................6.1(a)
            (b).............................................................................6.2, 7.3
            (c)...............................................................................6.1(b)
            (d)...............................................................................6.1(c)
            (e).................................................................................5.14
Section 316 (a).................................................................................5.12
            (a)(1)(A)...........................................................................5.12
            (a)(1)(B)...........................................................................5.13
            (a)(2)....................................................................Not Applicable
            (b)..................................................................................5.8
            (c)...............................................................................1.4(f)
Section 317 (a)(1)...............................................................................5.3
            (a)(2)...............................................................................5.4
            (b).................................................................................10.3
Section 318 (a)..................................................................................1.7


Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
</TABLE>





                    
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<TABLE>

                                                  TABLE OF CONTENTS

<S>                                                                                                        <C>
ARTICLE I           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................1
      Section 1.1.  Definitions...................................................................................1
      Section 1.2.  Compliance Certificate and Opinions..........................................................10
      Section 1.3.  Forms of Documents Delivered to Trustee......................................................11
      Section 1.4.  Acts of Holders..............................................................................11
      Section 1.5.  Notices, Etc. to Trustee and Company.........................................................13
      Section 1.6.  Notice to Holders; Waiver....................................................................13
      Section 1.7.  Conflict with Trust Indenture Act............................................................13
      Section 1.8.  Effect of Headings and Table of Contents.....................................................14
      Section 1.9.  Successors and Assigns.......................................................................14
      Section 1.10. Separability Clause..........................................................................14
      Section 1.11. Benefits of Indenture........................................................................14
      Section 1.12. Governing Law................................................................................14
      Section 1.13. Non-Business Days............................................................................14


ARTICLE II          SECURITY FORMS...............................................................................15
      Section 2.1.  Forms Generally..............................................................................15
      Section 2.2.  Form of Face of Security.....................................................................15
      Section 2.3.  Form of Reverse of Security..................................................................18
      Section 2.4.  Additional Provisions Required in Global Security............................................21
      Section 2.5.  Form of Trustee's Certificate of Authentication..............................................21


ARTICLE III         THE SECURITIES...............................................................................21
      Section 3.1.  Title and Terms..............................................................................21
      Section 3.2.  Denominations................................................................................22
      Section 3.3.  Execution, Authentication, Delivery and Dating...............................................22
      Section 3.4.  Temporary Securities.........................................................................23
      Section 3.5.  Global Securities............................................................................24
      Section 3.6.  Registration, Transfer and Exchange Generally; Certain Transfers and Exchanges;
                       Securities Act Legends....................................................................25
      Section 3.7.  Mutilated, Lost and Stolen Securities........................................................26
      Section 3.8.  Payment of Interest and Additional Interest; Interest Rights Preserved.......................27
      Section 3.9.  Persons Deemed Owners........................................................................28
      Section 3.10. Cancellation.................................................................................28
      Section 3.11. Computation of Interest......................................................................28
      Section 3.12. Deferrals of Interest Payment Dates..........................................................28
      Section 3.13. Right of Set-Off.............................................................................29
      Section 3.14. Agreed Tax Treatment.........................................................................30
      Section 3.15. CUSIP Numbers................................................................................30
      Section 3.16. Shortening of Stated Maturity................................................................30
      Section 3.17. Shortening of Stated Maturity................................................................30


ARTICLE IV          SATISFACTION AND DISCHARGE...................................................................30
      Section 4.1.  Satisfaction and Discharge of Indenture......................................................30
      Section 4.2.  Application of Trust Money...................................................................31


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ARTICLE V           REMEDIES.....................................................................................32
      Section 5.1.  Events of Default............................................................................32
      Section 5.2.  Acceleration of Maturity; Rescission and Annulment...........................................32
      Section 5.3.  Collection of Indebtedness and Suits for Enforcement by Trustee..............................33
      Section 5.4.  Trustee May File Proofs of Claim.............................................................34
      Section 5.5.  Trustee May Enforce Claim Without Possession of Securities...................................35
      Section 5.6.  Application of Money Collected...............................................................35
      Section 5.7.  Limitation on Suits..........................................................................35
      Section 5.8.  Unconditional Right of Holders to Receive Principal, Premium and Interest;
                       Direct Action by Holders of Preferred Securities..........................................36
      Section 5.9.  Restoration of Rights and Remedies...........................................................36
      Section 5.10. Rights and Remedies Cumulative...............................................................36
      Section 5.11. Delay or Omission Not Waiver.................................................................36
      Section 5.12. Control by Holders...........................................................................37
      Section 5.13. Waiver of Past Defaults......................................................................37
      Section 5.14. Undertaking for Costs........................................................................37
      Section 5.15. Waiver of Usury, Stay or Extension Laws......................................................38


ARTICLE VI          THE TRUSTEE..................................................................................38
      Section 6.1.  Certain Duties and Responsibilities..........................................................38
      Section 6.2.  Notice of Defaults...........................................................................39
      Section 6.3.  Certain Rights of Trustee....................................................................39
      Section 6.4.  Not Responsible for Recitals or Issuance of Securities.......................................40
      Section 6.5.  May Hold Securities..........................................................................40
      Section 6.6.  Money Held in Trust..........................................................................41
      Section 6.7.  Compensation and Reimbursement...............................................................41
      Section 6.8.  Disqualification; Conflicting Interests......................................................42
      Section 6.9.  Corporate Trustee Required; Eligibility......................................................42
      Section 6.10. Resignation and Removal; Appointment of Successor............................................42
      Section 6.11. Acceptance of Appointment by Successor.......................................................43
      Section 6.12. Merger, Conversion, Consolidation or Succession to Business..................................44
      Section 6.13. Preferential Collection of Claims Against Company............................................44
      Section 6.14. Appointment of Authenticating Agent..........................................................44


ARTICLE VII         HOLDERS LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY...............................46
      Section 7.1.  Company to Furnish Trustee Names and Addresses of Holders....................................46
      Section 7.2.  Preservation of Information, Communications to Holders.......................................46
      Section 7.3.  Reports by Trustee and Paying Agent..........................................................46
      Section 7.4.  Reports by Company...........................................................................47


ARTICLE VIII        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.........................................47
      Section 8.1.  Company May Consolidate, Etc., Only on Certain Terms.........................................47
      Section 8.2.  Successor Company Substituted................................................................48


ARTICLE IX          SUPPLEMENTAL INDENTURES......................................................................49
      Section 9.1.  Supplemental Indentures Without Consent of Holders...........................................49
      Section 9.2.  Supplemental Indentures with Consent of Holders..............................................49

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      Section 9.3.  Execution of Supplemental Indentures.........................................................50
      Section 9.4.  Effect of Supplemental Indentures............................................................50
      Section 9.5.  Conformity with Trust Indenture Act..........................................................51
      Section 9.6.  Reference in Securities to Supplemental Indentures...........................................51


ARTICLE X           COVENANTS....................................................................................51
      Section 10.1. Payment of Principal, Premium and Interest...................................................51
      Section 10.2. Maintenance of Office or Agency..............................................................51
      Section 10.3. Money for Security Payments to be Held in Trust..............................................52
      Section 10.4. Statement as to Compliance...................................................................53
      Section 10.5. Waiver of Certain Covenants..................................................................53
      Section 10.6. Additional Sums..............................................................................53
      Section 10.7. Additional Covenants.........................................................................54
      Section 10.8. Federal Tax Reports..........................................................................54


ARTICLE XI          REDEMPTION OF SECURITIES.....................................................................55
      Section 11.1. Applicability of this Article................................................................55
      Section 11.2. Election to Redeem; Notice to Trustee........................................................55
      Section 11.3. Selection of Securities to be Redeemed.......................................................55
      Section 11.4. Notice of Redemption.........................................................................56
      Section 11.5. Deposit of Redemption Price..................................................................56
      Section 11.6. Payment of Securities Called for Redemption..................................................57
      Section 11.7. Right of Redemption of Securities Initially Issued to the Issuer Trust.......................57


ARTICLE XII         SINKING FUNDS................................................................................57


ARTICLE XIII        SUBORDINATION OF SECURITIES..................................................................58
      Section 13.1. Securities Subordinate to Senior Indebtedness................................................58
      Section 13.2. No Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon
                       Dissolution, Etc..........................................................................58
      Section 13.3. Payment Permitted if No Default..............................................................59
      Section 13.4. Subrogation to Rights of Holders of Senior Indebtedness......................................59
      Section 13.5. Provisions Solely to Define Relative Rights..................................................60
      Section 13.6. Trustee to Effectuate Subordination..........................................................60
      Section 13.7. No Waiver of Subordination Provisions........................................................60
      Section 13.8. Notice to Trustee............................................................................61
      Section 13.9. Reliance on Judicial Order or Certificate of Liquidating Agent...............................61
      Section 13.10. Trustee Not Fiduciary for Holders of Senior Indebtedness....................................62
      Section 13.11. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights........62
      Section 13.12. Article Applicable to Paying Agents.........................................................62
      Section 13.13. Certain Conversions or Exchanges Deemed Payment.............................................62
</TABLE>


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                          JUNIOR SUBORDINATED INDENTURE

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

         THIS JUNIOR SUBORDINATED INDENTURE, dated as of _____ __, 2001
between ALLEGIANT BANCORP, INC., a Missouri corporation (the "Company"),
having its principal office at 2122 Kratky Road, St. Louis, Missouri 63114
and BANKERS TRUST COMPANY, as Trustee, having its principal office at Four
Albany Street, 4th Floor, New York, New York 10006 (the "Trustee").

                           RECITALS OF THE COMPANY

         WHEREAS, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance of its unsecured junior
subordinated deferrable interest debentures due _____ __, 2031 (the
"Securities") of substantially the tenor hereinafter provided, including
Securities issued to evidence loans made to the Company from the proceeds
from the issuance from time to time by Allegiant Capital Trust II, a Delaware
business trust (the "Issuer Trust"), of undivided preferred beneficial
interests in the assets of such Issuer Trust (the "Preferred Securities") and
common undivided interests in the assets of such Issuer Trust (the "Common
Securities" and, collectively with the Preferred Securities, the "Trust
Securities"), and to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered; and

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as such term is defined in Section 1.1 hereof)
thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, and intending to be
legally bound hereby, as follows:

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.1.   Definitions.

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

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

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

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



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         (d)   all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect at the time of computation;

         (e)   whenever the context may require, any gender shall be
deemed to include the other;

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

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

         "25% Capital Limitation" means the limitation imposed by the Federal
Reserve that the proceeds of certain qualifying securities similar to the
Trust Securities will qualify as Tier 1 capital of the Company up to an
amount not to exceed, when taken together with all cumulative preferred stock
of the Company, if any, 25% of the Company's Tier 1 capital, or any
subsequent limitation adopted by the Federal Reserve.

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

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

         "Additional Sums" has the meaning specified in Section 10.6.

         "Additional Taxes" means any additional taxes, duties and other
governmental charges to which the Issuer Trust has become subject from time
to time as a result of a Tax Event.

         "Administrator" means, in respect of the Issuer Trust, each Person
appointed in accordance with the Trust Agreement, solely in such Person's
capacity as Administrator of the Issuer Trust and not in such Person's
individual capacity, or any successor Administrator appointed as therein
provided.

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

         "Agent Member" means any member of, or participant in, the
Depositary.

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

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities.

         "Board of Directors" means the board of directors of the Company or
the executive committee of the board of directors of the Company (or any
other committee of the board of directors of the Company

                                    - 2 -

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performing similar functions) or, for purposes of this Indenture, a committee
designated by the board of directors of the Company (or such committee),
comprised of two or more members of the board of directors of the Company or
officers of the Company, or both.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or any Assistant Secretary of the Company to have been duly adopted
by the Board of Directors, or such committee of the Board of Directors or
officers of the Company to which authority to act on behalf of the Board of
Directors has been delegated, 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) a Saturday or Sunday,
(b) a day on which banking institutions in the State of Missouri or the City
of New York are authorized or required by law or executive order to remain
closed, or (c) a day on which the Corporate Trust Office of the Trustee, or,
with respect to the Securities initially issued to the Issuer Trust, the
"Corporate Trust Office" (as defined in the Trust Agreement) of the Property
Trustee or the Delaware Trustee under the Trust Agreement, is closed for
business.

         "Capital Treatment Event" means the receipt by the Company and the
Issuer Trust of an Opinion of Counsel, rendered by 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 (or any rules or regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such pronouncement, action or decision is announced on or after the date of
the issuance of the Preferred Securities of the Issuer Trust, there is more
than an insubstantial risk that the Company will not be entitled to treat an
amount equal to the Liquidation Amount of such Preferred Securities as "Tier
1 Capital" (or the then equivalent thereof), except as otherwise restricted
under the 25% Capital Limitation, for purposes of the risk-based capital
adequacy guidelines of the Federal Reserve Board, as then in effect and
applicable to the Company.

         The Company or the Issuer Trust must request and receive an Opinion
of Counsel with regard to the matter deemed to be an event within a
reasonable period of time after the Company or the Issuer Trust, as
appropriate, becomes aware of the possible occurrence of any such event.

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

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

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

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

         "Company Request" and "Company Order" mean, respectively, the
written request or order signed in the name of the Company by its Chairman of
the Board of Directors, its Chief Executive

                                    - 3 -

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Officer, President or any Vice President, and by its Chief Financial Officer,
its Treasurer, its Secretary or any Assistant Secretary, and delivered to the
Trustee.

         "Corporate Trust Office" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date hereof is located at Four Albany
Street, 4th Floor, New York, New York 10006.

         "Creditor" has the meaning specified in Section 6.7.

         "Defaulted Interest" has the meaning specified in Section 3.8.

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

         "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or more Global Securities, the
Person (or any successor thereto) designated as Depositary by the Company
pursuant to Section 3.1.

         "Discount Security" means any security that provides for an amount
less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

         The term "entity" includes a bank, corporation, association,
company, limited liability company, joint-stock company or business trust.

         "Event of Default," has the meaning specified in Article V.

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

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

         "Extension Period" has the meaning specified in Section 3.12.

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

         "Global Security" means a Security in the form prescribed in Section
2.4 evidencing all or part of the Securities, issued to the Depositary or its
nominee, and registered in the name of such Depositary or its nominee.

         "Guarantee" means, with respect to the Issuer Trust, the Guarantee
Agreement, dated as of _____ __, 2001, executed by the Company for the
benefit of the holders of the Preferred Securities issued by the Issuer Trust
as modified, amended or supplemented from time to time.

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

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

         "Institutional Accredited Investor" means an institutional
accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act.

         "Interest Payment Date" means the Stated Maturity of an installment
of interest on such Securities.

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

         "Investment Company Event" means the receipt by the Company and the
Issuer Trust of an Opinion of Counsel, rendered by counsel experienced in
such matters, to the effect that, as a result of the occurrence of a change
in law or regulation or a written change in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, the Issuer Trust is considered an "investment company"
that is required to be registered under the Investment Company Act, which
change becomes effective on or after the date of the issuance of the
Preferred Securities.

         The Company or the Issuer Trust must request and receive an Opinion
of Counsel with regard to the matter deemed to be an event within a
reasonable period of time after the Company or the Issuer Trust, as
appropriate, becomes aware of the possible occurrence of any such event.

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

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

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

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

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman of the Board, Chief Executive Officer,
President or a Vice President, and by the Chief Financial Officer, Treasurer,
an Associate Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of such Person, and delivered to the Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

               (a)     a statement by each officer signing the Officers'
Certificate that such officer has read the covenant or condition and the
definitions relating thereto;

               (b)     a brief statement of the nature and scope of the
examination or investigation undertaken by such officer in rendering the
Officers' Certificate;

               (c)     a statement that such officer has made such
examination or investigation as, in such officer's opinion, is necessary to
enable such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

                                    - 5 -

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

provided, however, that the Officers' Certificate delivered pursuant to the
provisions of Section 10.4 hereof shall comply with the provisions of Section
314 of the Trust Indenture Act.

         "Opinion of Counsel" means a written opinion of independent outside
counsel to the Company.

         "Original Issue Date" means the date of issuance specified as such
in each Security.

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

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

               (b)     Securities for whose payment money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent in
trust for the Holders of such Securities; and

               (c)     Securities in substitution for or in lieu of other
Securities which have been authenticated and delivered or that have been paid
pursuant to Section 3.6, unless proof satisfactory to the Trustee is
presented that any such Securities are held by Holders in whose hands such
Securities are valid, binding and legal obligations of the Company; provided,
however, that in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities
owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor (other than, for the avoidance
of doubt, the Issuer Trust to which Securities were initially issued) shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
that the Trustee knows to be so owned shall be so disregarded. Securities so
owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor (other than, for the avoidance of doubt, the
Issuer Trust). Upon the written request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers' Certificate listing and
identifying all Securities, if any, known by the Company to be owned or held
by or for the account of the Company, or any other obligor on the Securities
or any Affiliate of the Company or such obligor (other than, for the
avoidance of doubt, the Issuer Trust), and, subject to the provisions of
Section 6.1, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose
of any such determination.

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

         "Person" means any individual, partnership, trust, unincorporated
organization or Entity or government or any agency or political subdivision
thereof.
                                    - 6 -

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         "Place of Payment" means, with respect to the Securities, the place
or places where the principal of (and premium, if any) and interest on the
Securities are payable pursuant to Section 3.1.

         "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security. For the purposes of this definition,
any security authenticated and delivered under Section 3.7 in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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

         "Proceeding" has the meaning specified in Section 13.2.

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

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

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

         "Regular Record Date" for the interest payable on any Interest
Payment Date with respect to the Securities means, unless otherwise provided
pursuant to Section 3.1 with respect to the Securities, the close of business
on March 15, June 15, September 15 or December 15 next preceding such
Interest Payment Date (whether or not a Business Day).

         "Responsible Officer", when used with respect to the Property
Trustee means any officer assigned to the Corporate Trust Office, including
any managing director, director, vice president, assistant vice president,
associate or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and having direct responsibility for the administration of this Indenture,
and also, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

         "Rights Plan" means any plan of the Company providing for the
issuance by the Company to all holders of its Common Stock, $0.01 par value
per share, of rights entitling the holders thereof to subscribe for or
purchase shares of any class or series of capital stock of the Company which
rights (a) are deemed to be transferred with such shares of such Common
Stock, (b) are not exercisable, and (c) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a
specified event or events.

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

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

                                    - 7 -

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         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.6.

         "Senior Indebtedness" means, the principal of, and premium and
interest on the following, whether outstanding on the date of execution of
this Indenture or thereafter incurred or created, whether recourse is to all
or a portion of the assets of the Company and whether or not contingent,

               (a)     every obligation of the Company for money borrowed
(including purchase money obligations with an original term of more than one
year);

               (b)     every obligation of the Company evidenced by bonds,
debentures, notes or corporate debt securities other similar instruments,
including obligations incurred or assumed by the Company in connection with
the acquisition by the Company or any subsidiary of any property, assets or
businesses;

               (c)     every reimbursement obligation of the Company with
respect to letters of credit, bankers' acceptances or similar facilities
issued for the account of the Company;

               (d)     every obligation of the Company issued or assumed
as the deferred purchase price of property or services (but excluding trade
accounts payable or accrued liabilities arising in the ordinary course of
business);

               (e)     indebtedness or obligations of the Company as lessee
under any lease of real or personal property required to be capitalized under
generally accepted accounting principles at the time;

               (f)     every obligation of the Company for claims (as defined
in Section 101(4) of the United States Bankruptcy Code of 1978, as amended)
in respect of derivative products such as interest and foreign exchange rate
contracts, commodity contracts and similar arrangements;

               (g)     any indebtedness in respect of debt securities issued to
any trust, or a trustee of such trust, partnership or other entity affiliated
with the Company that is a financing entity of the Company in connection with
the issuance by such financing entity of securities that are similar to the
Preferred Securities;

               (h)     indebtedness or obligations of the Company constituting
a guarantee of indebtedness or of obligations of others of the type referred
to in the preceding clauses (a) through (g);

               (i)     renewals, extensions or refundings of any of the
indebtedness or obligations referred to in the preceding clauses (a) through
(g); and

               (j)     every obligation of the type referred to in clauses (a)
through (i) of another person and all dividends of another person the payment
of which, in either case, the Company has guaranteed or is responsible or
liable, directly or indirectly, as obligor or otherwise.

         Senior Indebtedness shall not include (a) any obligations which, by
their terms, are expressly stated to rank pari passu in right of payment
with, or to not be superior in right of payment to, the Junior Subordinated
Debentures, including the 9.875% junior subordinated debentures due 2029 issued
by the Company on August 2, 1999, which are currently held by Allegiant Capital
Trust I, (b) any Senior Indebtedness of the Company which when incurred and
without respect to any election under Section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to the Company, (c)
any

                                    - 8 -

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<PAGE>

indebtedness of the Company to any of its subsidiaries, (d) indebtedness,
other than indebtedness with respect to wages or bank deposits, payable to
any executive officer, director or employee of the Company, (e) any
indebtedness in respect of debt securities issued to any trust, or a trustee
of such trust, partnership or other entity affiliated with the Company that
is a financing entity of the Company in connection with the issuance of such
financing entity of securities that are similar to the Preferred Securities,
including the obligations associated with the Preferred Securities and the
9.875% cumulative trust preferred securities issued by Allegiant Capital
Trust I on August 2, 1999, or (f) any indebtedness which by its terms is
subordinated to trade accounts payable or accrued liabilities arising in the
ordinary course of business to the extent that payments made to the holders
of such indebtedness by the Holders of the Securities because of the
Securities' subordination provisions exceed amounts to which the obligees of
such indebtedness would be entitled under the subordination provisions to
which such debt is entitled.

         "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.8.

         "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date
specified pursuant to the terms of such Security as the fixed date on which
the principal of such Security or such installment of principal or interest
is due and payable, as such date may, in the case of such principal, be
shortened or extended as provided pursuant to the terms of such Security and
this Indenture.

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

         "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.7 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Security.

         "Tax Event" means the receipt by the Company and the Issuer Trust of
an Opinion of Counsel, rendered by 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 or administrative pronouncement or
action or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities of the Issuer Trust, there is more than an insubstantial risk that
(a) the Issuer Trust is, or will be within 90 days of the delivery of such
Opinion of Counsel, subject to United States federal income tax with respect
to income received or accrued on the Securities issued by the Company to the
Issuer Trust, (b) interest payable by the Company on the Securities is not,
or within 90 days of the delivery of such Opinion of Counsel will not be,
deductible by the Company, in whole or in part, for United States federal
income tax purposes, or (c) the Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to more than a de minimis
amount of other taxes, duties or other governmental charges. The Company or
the Issuer Trust must request and receive an Opinion of Counsel with regard
to such matters within a reasonable period of time after the Company or the
Issuer Trust, as appropriate, becomes aware of the possible occurrence of any
such event.



                                    - 9 -

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<PAGE>

         "Trust Agreement" means the Amended and Restated Trust Agreement,
dated as of _____ __, 2001, as amended, modified or supplemented from time to
time, among the trustees of the Issuer Trust named therein, the Company, as
depositor, and the holders from time to time of undivided beneficial
ownership interests in the assets of the Issuer Trust.

         "Trustee" means the Person named as the "Trustee" in the preamble of
this Indenture, solely in its capacity as such and not in its individual
capacity, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder and, if at any time
there is more than one such Person, "Trustee" as used with respect to any
Securities shall mean the Trustee with respect to such Securities.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, or any successor statute,
in each case as amended from time to time, except as provided in Section 9.5.

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

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

Section 1.2.   Compliance Certificate and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.4) shall include:

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

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

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

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

                                   - 10 -

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<PAGE>

Section 1.3.   Forms of Documents Delivered to Trustee.

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

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

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

Section 1.4.   Acts of Holders.

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

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

         (c)   The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be provided in any other manner that the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

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

                                   - 11 -

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<PAGE>

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

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

         (g)   The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(b), or (iv) any direction referred to
in Section 5.12, in each case with respect to Securities. If any record date
is set pursuant to this Section 1.4(g), the Holders of Outstanding Securities
on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided, however that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration
Date by Holders of the requisite principal amount of Outstanding Securities
on such record date. Nothing in this Section 1.4(g) shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this Section 1.4(g)
(whereupon the record date previously set shall automatically and with no
action by any Person be canceled and of no effect) and nothing in this
paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities on the
date such action is taken. Promptly after any record date is set pursuant to
this paragraph, the Trustee, at the Company's expense, shall cause notice of
such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities in the manner set forth in Section 1.6.

         (h)   With respect to any record date set pursuant to this Section
1.4, the party hereto that sets such record date may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day, provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto
in writing, and to each Holder of Securities in the manner set forth in
Section 1.6 on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party

                                   - 12 -

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<PAGE>

hereto that set such record date shall be deemed to have initially designated
the 180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided in
this Section 1.4(h). Notwithstanding the foregoing, no Expiration Date shall
be later than the 180th day after the applicable record date.

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

Section 1.5.   Notices, Etc. to Trustee and Company.

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

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

         (b)   the Company by the Trustee, any Holder or any holder of
Preferred Securities shall be sufficient for every purpose (except as
otherwise provided in Section 5.1) hereunder if in writing and mailed, first
class, postage prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument or at
any other address previously furnished in writing to the Trustee by the
Company.

Section 1.6.   Notice to Holders; Waiver.

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

Section 1.7.   Conflict with Trust Indenture Act.

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

                                   - 13 -

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Section 1.8.   Effect of Headings and Table of Contents.

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

Section 1.9.   Successors and Assigns.

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

Section 1.10.  Separability Clause.

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

Section 1.11.  Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
and assigns, the holders of Senior Indebtedness, the Holders of the
Securities and, to the extent expressly provided in Sections 5.2, 5.8, 5.9,
5.11, 5.13, 9.1 and 9.2, the holders of Preferred Securities, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

Section 1.12.  Governing Law.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT
TO CONFLICT OF LAW PRINCIPLES).

Section 1.13.  Non-Business Days.

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



                                   - 14 -

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                                   ARTICLE II

                                 SECURITY FORMS

Section 2.1.   Forms Generally.

         (a)   The Securities and the Trustee's certificate of authentication
shall be in substantially the forms set forth in this Article II, or in such
other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such securities, as
evidenced by their execution of the Securities. If the form of Securities is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 3.3 with respect
to the authentication and delivery of such Securities.

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

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

Section 2.2.   Form of Face of Security.

                             ALLEGIANT BANCORP, INC.

            _____% Junior Subordinated Debentures due _____ __, 2031


No. 1                                                               $31,168,850

         Allegiant Bancorp, Inc., a Missouri corporation (hereinafter called
the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
Allegiant Capital Trust II, or registered assigns, the principal sum of
Thirty One Million One Hundred Sixty-Eight Thousand Eight Hundred Fifty Dollars
($31,168,850) on _____ __, 2031, or such other principal amount represented
hereby as may be set forth in the records of the Securities Registrar
hereinafter referred to in accordance with the Indenture provided that the
Company may shorten the Stated Maturity of the principal of this Security
to a date not earlier than


                                     - 15 -

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<PAGE>

_____ __, 2006. The Company further promises to pay interest on said
principal from _____ __, 2001, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on March 31, June 30, September 30
and December 31 of each year, commencing _____ __, 2001 at the rate of _____%
per annum, together with Additional Sums, if any, as provided in Section 10.6
of the Indenture, until the principal hereof is paid or duly provided for or
made available for payment; provided that any overdue principal, premium or
Additional Sums and any overdue installment of interest shall bear Additional
Interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), compounded quarterly from the
dates such amounts are due until they are paid or made available for payment,
and such interest shall be payable on demand. The amount of interest payable
for any period less than a full interest period shall be computed on the
basis of a 360-day year of twelve 30-day months and the actual days elapsed
in a partial month in such period. The amount of interest payable for any
full interest period shall be computed by dividing the applicable rate per
annum by four. The initial payment of interest on any Security that is issued
between a Regular Record Date and the related Interest Payment Date shall be
computed on a pro rata basis, based on the number of days between such
Regular Record Date and such Interest Payment Date, and shall be payable on
the next succeeding Interest Payment Date following such Interest Payment
Date. The interest 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 Security (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 the 15th day of the month in which such
Interest Payment Date falls. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

         So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time during the term of this Security,
from time to time to defer the payment of interest on this Security for up to
20 consecutive quarterly interest payment periods with respect to each
deferral period (each an "Extension Period"), during which Extension Periods
the Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid including Additional Interest, as provided
below; provided however, that no Extension Period shall extend beyond the
Stated Maturity of the principal of this Security, as then in effect, and no
such Extension Period may end on a date other than an Interest Payment Date;
and provided further, however, that during any such Extension Period, the
Company shall not (a) 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, (b) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu with or junior in interest to
this Security, including the Company's obligations associated with the
Preferred Securities and the 9.875% junior subordinated debentures due 2029
issued by the Company on August 2, 1999, which are currently held by Allegiant
Capital Trust I, or (c) redeem, purchase or acquire less than all of the
Securities or any of the Preferred Securities (other than (i) 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 any one or more employees, officers,
directors or consultants, or in connection with a dividend reinvestment or
shareholder stock purchase plan (ii) as a result of a reclassification, an
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

                                     - 16 -

<PAGE>
<PAGE>

the Company's capital stock, (iii) 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, (iv) any declaration of a dividend in connection with any Rights
Plan, or the issuance of rights, stock or other property under any Rights
Plan, or the redemption or repurchase of rights pursuant thereto, or (v) 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). Prior to the termination
of any such Extension Period, the Company may further defer the payment of
interest, provided that no Extension Period shall exceed 20 consecutive
quarterly interest payment periods, extend beyond the Stated Maturity of the
principal of this Security or end on a date other than an Interest Payment
Date. Upon the termination of any such Extension Period and upon the payment
of all accrued and unpaid interest and any Additional Interest then due on
any Interest Payment Date, the Company may elect to begin a new Extension
Period, subject to the above conditions. No interest shall be due and payable
during an Extension Period, except at the end thereof, but each installment
of interest that would otherwise have been due and payable during such
Extension Period shall bear Additional Interest (to the extent that the
payment of such interest shall be legally enforceable) at the rate of _____%
per annum, compounded quarterly and calculated as set forth in the first
paragraph of this Security, from the date on which such amounts would
otherwise have been due and payable until paid or made available for payment.
The Company shall give the Holder of this Security and the Trustee notice of
its election to begin any Extension Period at least one Business Day prior to
the next succeeding Interest Payment Date on which interest on this Security
would be payable but for such deferral or so long as such securities are held
by Allegiant Capital Trust II, or at least one Business Day prior to the
earlier of (a) the next succeeding date on which Distributions on the
Preferred Securities of the Issuer Trust would be payable but for such
deferral, and (b) the date on which the Property Trustee of the Issuer Trust
is required to give notice to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date.

         Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Company maintained
for that purpose in the United States, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided however, that at the option of the Company
payment of interest may be made (a) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Securities
Register, or (b) if to a Holder of $1,000,000 or more in aggregate principal
amount of this Security, by wire transfer in immediately available funds upon
written request to the Trustee not later than 15 calendar days prior to the
date on which the interest is payable.

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

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

                                   - 17 -

<PAGE>
<PAGE>

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

         IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

                                      ALLEGIANT BANCORP, INC.



                                      By:
                                         --------------------------------------
                                         Shaun R. Hayes
                                         President and Chief Executive Officer
Attest:



---------------------------------
Secretary or Assistant Secretary


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

Dated:                                BANKERS TRUST COMPANY, as Trustee
      ----------------------



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

Section 2.3.   Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued under the
Junior Subordinated Indenture, dated as of _____ __, 2001 (herein called the
"Indenture"), between the Company and Bankers Trust Company, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

         All terms used in this Security that are defined in the Indenture
or, if not defined in the Indenture, in the Amended and Restated Trust
Agreement dated as of _____ __, 2001 (as modified, amended or supplemented
from time to time the "Trust Agreement"), relating to Allegiant Capital Trust
II (the "Issuer Trust") among the Company, as Depositor, the Trustees named
therein and the holders from time to time of the Trust Securities issued
pursuant thereto shall have the meanings assigned to them in the Indenture or
the Trust Agreement, as the case may be.

         The Company has the right to redeem this Security (a) on or after
_____ __, 2006, in whole at any time or in part from time to time, or (b) in
whole (but not in part), at any time within 180 days


                                   - 18 -

<PAGE>
<PAGE>

following the occurrence and during the continuation of a Tax Event,
Investment Company Event or Capital Treatment Event, in each case at the
Redemption Price described below, and subject to prior regulatory approval,
if required. The Redemption Price shall equal 100% of the principal amount
hereof being redeemed, together with accrued interest to but excluding the
date fixed for redemption.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

         [If applicable, insert - The Indenture contains provisions for
defeasance at any time [of the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance by the Company with certain
conditions set forth in the Indenture.]

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

         [If the Security is not a Discount Security, insert - As provided in
and subject to the provisions of the Indenture, if an Event of Default with
respect to the Securities at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Outstanding Securities may declare the
principal amount of all the Securities to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by Holders),
provided that, if upon an Event of Default, the Trustee or such Holders fail
to declare the principal of all the Outstanding Securities to be immediately
due and payable, the holders of at least 25% in aggregate Liquidation Amount
of the Preferred Securities then outstanding shall have the right to make
such declaration by a notice in writing to the Company and the Trustee; and
upon any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Securities shall become
immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.]

         [If the Security is a Discount Security, insert - As provided in and
subject to the provisions of the Indenture, if an Event of Default with
respect to the Securities at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Outstanding Securities may declare an
amount of principal of the Securities to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders),
provided that, if upon an Event of Default, the Trustee or such Holders fail
to declare such principal amount of the Outstanding Securities to be
immediately due and payable, the Holders of at least 25% in aggregate
Liquidation Amount of the Preferred Securities then outstanding shall have
the right to make such declaration by a notice in writing to the Company and
the Trustee. The principal amount payable upon such acceleration shall be
equal to [insert formula for determining the amount]. Upon any such
declaration, such amount of the principal of and the accrued interest
(including any Additional

                                   - 19 -

<PAGE>
<PAGE>

Interest) on all the Securities shall become immediately due and payable,
provided that the payment of such principal and interest (including any
Additional Interest) on all the Securities shall remain subordinated to the
extent provided in Article XIII of the Indenture. Upon payment (a) of the
amount of principal so declared due and payable and (b) of interest on any
overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and premium and
interest, if any, on this Security shall terminate.]

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

         As provided in the Indenture, and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 10.2
of the Indenture for such purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Securities Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new
Securities, of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         As provided in the Indenture, and subject to certain limitations
therein set forth, Securities are exchangeable for a like aggregate principal
amount of Securities and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

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

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

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

         THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY,
DOES NOT EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.

                                   - 20 -

<PAGE>
<PAGE>

Section 2.4.   Additional Provisions Required in Global Security.

         Unless otherwise specified as contemplated by Section 3.1, any
Global Security issued hereunder shall, in addition to the provisions
contained in Sections 2.2 and 2.3, bear a legend in substantially the
following form:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


Section 2.5.   Form of Trustee's Certificate of Authentication.

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

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

Dated:                                   BANKERS TRUST COMPANY, as Trustee
      ------------------------


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


                                   ARTICLE III

                                 THE SECURITIES

Section 3.1.   Title and Terms.

         (a)   The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is $35,844,175.

         (b)   Subject to Section 3.16, the Securities' Stated Maturity
shall be _____ __, 2031.

                                   - 21 -

<PAGE>
<PAGE>

         (c)   The Securities, established pursuant to a Board Resolution,
shall bear interest at a per annum rate equal to _____% from _____ __, 2001
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, as the case may be, payable quarterly (subject to
deferral as set forth in Section 3.12), in arrears, on March 31, June 30,
September 30 and December 31 of each year, commencing _____ __, 2001, until
the principal thereof is paid or made available for payment. Interest will
compound quarterly and will accrue at a per annum rate equal to _____% to the
extent permitted by applicable law, on any interest installment in arrears
for more than one quarterly period or during an extension of an interest
payment period as set forth below in Section 3.12.

         (d)   The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Paying Agent in
the United States maintained for such purpose and at any other office or
agency maintained by the Company for such purpose in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) if to a Holder of $1,000,000 or more in aggregate
principal amount of this Security, by wire transfer in immediately available
funds upon written request to the Trustee not later than 15 calendar days
prior to the date on which the interest is payable, at such place and to such
account as may be designated by the Person entitled thereto as specified in
the Security Register.

         (e)   Securities may be issuable in whole or in part in the form of
one or more Global Securities and, in such case, the Depositary for such
Global Securities shall be The Depository Trust Company.

         (f)   The securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article XIII.

Section 3.2.   Denominations.

         The Securities shall be in registered form without coupons and shall
be issuable in denominations of $25 and any integral multiple thereof.

Section 3.3.   Execution, Authentication, Delivery and Dating.

         (a)   The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, President or one of its
Vice Presidents, and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

         (b)   Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities. At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities have been established by or pursuant to one
or more Board Resolutions as permitted by Sections 2.1 and 3.1, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be


                                     - 22 -

<PAGE>
<PAGE>

entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating:

               (i)     if the form of such Securities has been established by
or pursuant to Board Resolution as permitted by Section 2.1, that such form
has been established in conformity with the provisions of this Indenture;

               (ii)    if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.1, that such
terms have been established in conformity with the provisions of this
Indenture; and

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

         (c)   If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in
a manner that is not reasonably acceptable to the Trustee.

         (d)   Notwithstanding the provisions of Section 3.1 and Section
3.3(b), if all Securities are not to be originally issued at one time, it
shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to Section 3.3(b) at or prior to the
authentication of each Security if such documents are delivered at or prior
to the authentication upon original issuance of the first Security to be
issued.

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

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

Section 3.4.   Temporary Securities.

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

                                   - 23 -

<PAGE>
<PAGE>

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

Section 3.5.   Global Securities.

         (a)   Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

         (b)   Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and
no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or
a nominee thereof unless (i) such Depositary advises the Trustee in writing
that such Depositary is no longer willing or able to properly discharge its
responsibilities as Depositary with respect to such Global Security, and the
Company is unable to locate a qualified successor within 90 days of receipt
of such notice from the Depositary, (ii) the Company executes and delivers to
the Trustee a Company Order stating that the Company elects to terminate the
book-entry system through the Depositary, or (iii) there shall have occurred
and be continuing an Event of Default.

         (c)   If any Global Security is to be exchanged for other Securities
or cancelled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Securities Registrar for exchange or
cancellation as provided in this Article III. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is
to be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article III or (ii) the
principal amount thereof shall be reduced, or increased by an amount equal to
the portion thereof to be so exchanged or canceled, or equal to the principal
amount of such other Security to be so exchanged for a beneficial interest
therein, as the case may be, by means of an appropriate adjustment made on
the records of the Securities Registrar, whereupon the Trustee, in accordance
with the Applicable Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender or adjustment of a Global Security by the Depositary,
accompanied by registration instructions, the Trustee shall, subject to
Section 3.6(b) and as otherwise provided in this Article III, authenticate
and deliver any Securities issuable in exchange for such Global Security (or
any portion thereof) in accordance with the instructions of the Depositary.
The Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

         (d)   Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or
otherwise, shall be authenticated and delivered in the form of, and shall be,
a Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

                                   - 24 -

<PAGE>
<PAGE>

         (e)   The Depositary or its nominee, as the registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests
in a Global Security shall hold such interests pursuant to the Applicable
Procedures. Accordingly, any such owner's beneficial interest in a Global
Security shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
agent. Neither the Trustee nor the Securities Registrar shall have any
liability in respect of any transfers effected by the Depositary.

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

Section 3.6.   Registration, Transfer and Exchange Generally; Certain
Transfers and Exchanges; Securities Act Legends.

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

         Upon surrender for registration of transfer of any Security at the
offices or agencies of the Company designated for that purpose, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denominations of like tenor and aggregate principal amount.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations, of like tenor and aggregate
principal amount and bearing such legends as may be required by this
Indenture, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
that the Holder making the exchange is entitled to receive.

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

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

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

         Neither the Company nor the Trustee shall be required, pursuant to
the provisions of this Section, (i) to issue, exchange or register the
transfer of any Security during a period beginning at the opening of business
15 days before the day of selection for redemption of Securities pursuant to
Article XI and ending at the close of business on the day of mailing of the
notice of redemption, or (ii) to register the

                                   - 25 -

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transfer of or exchange any Security so selected for redemption in whole or
in part, except, in the case of any such Security to be redeemed in part, any
portion thereof not to be redeemed.

         (b)   Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture, transfers and exchanges of Securities and
beneficial interests in a Global Security shall be made only in accordance
with this Section 3.6(b).

               (i)     Non-Global Security to Non-Global Security. A Security
that is not a Global Security may be transferred, in whole or in part, to a
Person who takes delivery in the form of another Security that is not a
Global Security as provided in Section 3.6(a).

               (ii)    Exchanges Between Global Security and Non-Global
Security. A beneficial interest in a Global Security may be exchanged for a
Security that is not a Global Security as provided in Section 3.5.

Section 3.7.   Mutilated, Lost and Stolen Securities.

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

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

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

         (d)   Upon the issuance of any new Security under this Section 3.7,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

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

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

                                   - 26 -

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Section 3.8.   Payment of Interest and Additional Interest; Interest
Rights Preserved.

         (a)   Interest and Additional Interest on any Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date, shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities, except that, unless
otherwise provided in the Securities, interest payable on the Stated Maturity
of the principal of a Security shall be paid to the Person to whom principal
is paid. The initial payment of interest on any Security that is issued
between a Regular Record Date and the related Interest Payment Date shall be
payable as provided in such Security or in the Board Resolution pursuant to
Section 3.1 with respect to such Securities.

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

               (i)     The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security and the date of the proposed
payment, and which shall be fixed 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 be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first class, postage prepaid, to each Holder of a
Security at the address of such Holder as it appears in the Securities
Register not less than 10 days prior to such Special Record Date. The Trustee
may, in its discretion, in the name and at the expense of the Company, cause
a similar notice to be published at least once in a newspaper, customarily
published in the English language on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of 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 the Securities (or their respective Predecessor Securities) are
registered on such Special Record Date and shall no longer be payable
pursuant to the following clause (ii).

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

                                   - 27 -

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<PAGE>

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

Section 3.9.   Persons Deemed Owners.

         (a)   The Company, the Trustee and any agent of the Company or the
Trustee shall treat the Person in whose name any Security is registered as
the owner of such Security for the purpose of receiving payment of principal
of and (subject to Section 3.8) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and none
of the Company, the Trustee or any agent of the Company or the Trustee shall
be affected by notice to the contrary.

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

Section 3.10.  Cancellation.

         All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities, and Securities surrendered
directly to the Trustee for any such purpose, shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder that the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section 3.10, except as expressly permitted by this
Indenture. All canceled Securities shall be destroyed by the Trustee and the
Trustee shall deliver to the Company a certificate of such destruction.

Section 3.11.  Computation of Interest.

         Interest on the Securities for any period shall be computed on the
basis of a 360-day year of twelve 30-day months and the actual number of days
elapsed in any partial month in such period, and interest on the Securities
for a full period shall be computed by dividing the rate per annum by four.

Section 3.12.  Deferrals of Interest Payment Dates.

         (a)   So long as no Event of Default has occurred and is continuing,
the Company shall have the right, at any time during the term of the
Securities, from time to time to defer the payment of interest on such
Securities for such period or periods (each an "Extension Period") not to
exceed the number of consecutive interest periods that equal 20 consecutive
quarterly periods with respect to each Extension Period, during which
Extension Periods the Company shall have the right to make partial payments
of interest on any Interest Payment Date. No Extension Period shall 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
Securities (together with Additional Interest thereon, if any, at the rate
specified for the

                                   - 28 -

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<PAGE>

Securities to the extent permitted by applicable law); provided, however,
that no Extension Period shall extend beyond the Stated Maturity of the
principal of the Securities; and provided further, however, that, during any
such Extension Period, the Company shall not (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of the Company's capital stock, (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 that rank pari passu
with or junior in interest to the Securities, including the Company's
obligations associated with the Preferred Securities and the 9.875% junior
subordinated debentures due 2029 issued by the Company on August 2, 1999, which
are currently held by Allegiant Capital Trust I or (iii) redeem, purchase or
acquire less than all of the Securities or any of the Preferred Securities
(other than (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 any one
or more employees, officers, directors or consultants, or in connection with
a dividend reinvestment or shareholder stock purchase plan, (B) as a result
of a reclassification, an 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, (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 Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (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).
Prior to the termination of any such Extension Period, the Company may
further defer the payment of interest, provided that no Event of Default has
occurred and is continuing and provided further, that no Extension Period
shall exceed twenty (20) consecutive quarterly periods, extend beyond the
Stated Maturity of the principal of such Securities or end on a date other
than an Interest Payment Date. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may
elect to begin a new Extension Period, subject to the above conditions. 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 shall give the Holders of the
Securities and the Trustee notice of its election to begin any such Extension
Period at least one Business Day prior to the next succeeding Interest
Payment Date on which interest on Securities would be payable but for such
deferral or, with respect to any Securities issued to the Issuer Trust, so
long as any such Securities are held by the Issuer Trust, at least one
Business Day prior to the earlier of (x) the next succeeding date on which
Distributions (as defined in the Trust Agreement) on the Preferred Securities
of the Issuer Trust would be payable but for such deferral, and (y) the date
on which the Property Trustee of the Issuer Trust is required to give notice
to holders of such Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day
prior to such record date.

         (b)   The Trustee shall promptly give notice of the Company's election
to begin any such Extension Period to the Holders of the Outstanding
Securities.

Section 3.13.  Right of Set-Off.

         With respect to the Securities initially issued to the Issuer Trust,
notwithstanding anything to the contrary herein, the Company shall have the
right to set off any payment it is otherwise required to make in respect of
any such Security to the extent the Company has theretofore made, or is
concurrently on the

                                   - 29 -

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<PAGE>

date of such payment making, a payment under the Guarantee or to a holder of
Preferred Securities pursuant to an action undertaken under Section 5.8 of
this Indenture.

Section 3.14.  Agreed Tax Treatment.

         Each Security issued hereunder shall provide that the Company and,
by its acceptance of a Security or a beneficial interest therein, the Holder
of, and any Person that acquires a beneficial interest in, such Security
agree that for United States federal, state and local tax purposes it is
intended that such Security constitutes indebtedness.

Section 3.15.  CUSIP Numbers.

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

Section 3.16.  Shortening of Stated Maturity.

         The Company shall have the right to shorten the Stated Maturity of
the principal of the Securities at any time to any date not earlier than
_____ __, 2006, provided that the Company shall give notice to the Holders,
the Trustee and, in the case of Securities issued to an Issuer Trust, the
Issuer Trust of such shortening no less than 90 days prior to the
effectiveness thereof and provided that the Company shall have received prior
regulatory approval, if required.

Section 3.17.  Listing of the Junior Subordinated Debentures.

         In the event that the Junior Subordinated Debentures are distributed
to the holders of the Preferred Securities for any reason, the Depositor and
the Issuer Trust will use their respective commercially reasonable efforts to
cause the Junior Subordinated Debentures to be listed, subject to notice of
issuance, at the time of such distribution, upon the Nasdaq National Market
and/or such securities exchange or exchanges upon which the Preferred
Securities are then listed. The Depositor will thereafter comply with all
registration, filing and reporting requirements of the Nasdaq National Market
or such exchange upon which the Junior Subordinated Debentures are listed.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.1.   Satisfaction and Discharge of Indenture.

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

                                     - 30 -

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<PAGE>

         (a)   either

               (i)     all Securities theretofore authenticated and delivered
(other than (A) Securities that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 3.7 and (B) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 10.3) have been delivered
to the Trustee for cancellation; or

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

                       (A)    have become due and payable,

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

                       (C)    are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company,
and the Company, in the case of subclause (ii)(A), (B) or (C) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust
for such purpose an amount in the currency or currencies in which the
Securities are payable sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for the principal (and premium, if any) and interest (including
any Additional Interest) to the date of such deposit (in the case of
Securities that have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.7, the
obligations of the Company to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to
subclause (ii) of clause (a) of this Section, the obligations of the Trustee
under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Section 4.2.   Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in
trust and applied by the Trustee, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest and Additional Interest for the payment of
which such money or obligations have been deposited with or received by the
Trustee.

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                                    ARTICLE V

                                    REMEDIES

Section 5.1.   Events of Default.

         "Event of Default", wherever used herein with respect to the
Securities, 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):

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

         (b)   default in the payment of the principal of (or premium, if any,
on) any Security when due, whether at its Stated Maturity, upon redemption or
otherwise;

         (c)   failure on the part of the Company duly to observe or perform
any other of the covenants or agreements on the part of the Company in the
Securities or in this Indenture for a period of 90 days after the date on
which written notice of such failure (a "Notice of Default"), requiring the
Company to remedy the same, shall have been given to the Company by the
Trustee by registered or certified mail or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities; or

         (d)   the occurrence of the appointment of a receiver or other similar
official in any liquidation, insolvency or similar proceeding with respect to
the Company or all or substantially all of its property; or a court or other
governmental agency shall enter a decree or order appointing a receiver or
similar official and such decree or order shall remain unstayed and
undischarged for a period of 60 days.

Section 5.2.   Acceleration of Maturity; Rescission and Annulment.

         (a)   If an Event of Default (other than an Event of Default specified
in Section 5.1(d)) with respect to Securities at the time Outstanding occurs
and is continuing, then, and in every such case, the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Outstanding
Securities may declare the principal amount (or, if the Securities are
Discount Securities, such portion of the principal amount as may be specified
in the terms) of all the Securities to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders);
provided, however that, if, upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding
Securities fail to declare the principal of all the Outstanding Securities to
be immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the Preferred Securities issued by the Issuer Trust
then outstanding shall have the right to make such declaration by a notice in
writing to the Company and the Trustee; and upon any such declaration such
principal amount (or specified portion thereof) of and the accrued interest
(including any Additional Interest) on all the Securities shall become
immediately due and payable. If an Event of Default specified in Section
5.1(d) with respect to Securities at the time Outstanding occurs, the
principal amount of all the Securities (or, if the Securities are Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms) shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due
and payable. Payment of principal and interest (including any Additional
Interest) on such Securities shall remain subordinated to

                                   - 32 -

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<PAGE>

the extent provided in Article XIII notwithstanding that such amount shall
become immediately due and payable as herein provided.

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

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

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

                       (B)    any accrued Additional Interest on all Securities;

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

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

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

         (c)   If the Holders of Securities fail to annul such declaration and
waive such default, the holders of a majority in aggregate Liquidation Amount
of Preferred Securities issued by the Issuer Trust then outstanding shall
also have the right to rescind and annul such declaration and its
consequences by written notice to the Company and the Trustee, subject to the
satisfaction of the conditions set forth in clauses (a) and (b) above of this
Section 5.2.

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

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

         (a)   The Company covenants that if:

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

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

then the Company will, upon demand of the Trustee, pay to the Trustee, for
the benefit of the Holders of the Securities, the whole amount then due and
payable on the Securities for principal (and premium, if any) and interest
(including any Additional Interest), and, in addition thereto, all amounts
owing the Trustee under Section 6.7.

                                   - 33 -

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<PAGE>

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

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

Section 5.4.   Trustee May File Proofs of Claim.

         In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial or
administrative proceeding relative to the Company or any other obligor upon
the Securities or the property of the Company or of such other obligor or
their creditors,

         (a)   the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and
premium, if any) or interest (including any Additional Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

               (i)     to file and prove a claim for the whole amount of
principal (and premium, if any) and interest (including any Additional
Interest) owing and unpaid in respect to the Securities and to file such
other papers or documents as may be necessary or advisable and to take any
and all actions as are authorized under the Trust Indenture Act in order to
have the claims of the Holders and any predecessor to the Trustee under
Section 6.7 allowed in any such judicial or administrative proceedings; and

               (ii)    in particular, the Trustee shall be authorized to
collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same in accordance with Section 5.6;
and

         (b)   any custodian, receiver, assignee, trustee, liquidator,
sequestrator, conservator (or other similar official) in any such judicial or
administrative proceeding is hereby authorized by each Holder to make such
payments to the Trustee for distribution in accordance with Section 5.6, and
in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it and any
predecessor Trustee under Section 6.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for
the election of a trustee in bankruptcy or similar official and be a member
of a creditors' or other similar committee.

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<PAGE>

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

         All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, subject to Article XIII and after provision
for the payment of all the amounts owing the Trustee and any predecessor
Trustee under Section 6.7, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

Section 5.6.   Application of Money Collected.

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

         FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

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

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

Section 5.7.   Limitation on Suits.

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

         (a)   such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities, as herein
before provided;

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

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

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

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         (e)   no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in aggregate principal amount of the Outstanding Securities; it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 3.8 and 3.12) interest (including any Additional Interest) on such
Security on the Stated Maturity (or in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder. Any registered holder of the Preferred Securities issued by the
Issuer Trust shall have the right, upon the occurrence of an Event of Default
described in Section 5.1(a) or 5.1(b), to institute a suit directly against
the Company for enforcement of payment to such holder of principal of (and
premium, if any) and (subject to Sections 3.8 and 3.12) interest (including
any Additional Interest) on the Securities having a principal amount equal to
the aggregate Liquidation Amount of such Preferred Securities held by such
holder.

Section 5.9.   Restoration of Rights and Remedies.

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

Section 5.10.  Rights and Remedies Cumulative.

         Except as otherwise provided in the last paragraph of Section 3.7,
no right or remedy herein conferred upon or reserved to the Trustee or the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 5.11.  Delay or Omission Not Waiver.

         (a)   No delay or omission of the Trustee, any Holder of any Security
with respect to the Securities or any holder of any Preferred Security to
exercise any right or remedy accruing upon any Event of Default with respect
to the Securities shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.

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         (b)   Every right and remedy given by this Article V or by law to the
Trustee or to the Holders and the right and remedy given to the holders of
Preferred Securities by Sections 5.2 and 5.8 may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee, the Holders or
the holders of Preferred Securities, as the case may be.

Section 5.12.  Control by Holders.

         The Holders of a majority in aggregate principal amount of the
Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, with respect to the
Securities, provided that:

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

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

         (c)   subject to the provisions of Section 6.1, the Trustee shall have
the right to decline to follow such direction if a Responsible Officer or
Officers of the Trustee shall, in good faith, determine that the proceeding
so directed would be unjustly prejudicial to the Holders not joining in any
such direction or would involve the Trustee in personal liability.

Section 5.13.  Waiver of Past Defaults.

         (a)   The Holders of a majority in aggregate principal amount of the
Outstanding Securities affected thereby and, the holders of a majority in
aggregate Liquidation Amount of the Preferred Securities issued by the Issuer
Trust may waive any past default hereunder and its consequences except a
default:

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

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

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

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

Section 5.14.  Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may,
in its discretion, require, in any suit for the

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enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may, in its discretion, assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant, but the provisions of this Section
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in
aggregate principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal
of (or premium, if any) or interest (including any Additional Interest) on
any Security on or after the Stated Maturity.

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

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

                                   ARTICLE VI

                                   THE TRUSTEE

Section 6.1.   Certain Duties and Responsibilities.

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

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

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

         (b)   In case an Event of Default has occurred and is continuing, 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 person would exercise or use under the circumstances in the conduct
of his or her own affairs.

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

               (i)     this subsection shall not be construed to limit the
effect of subsection (a) of this Section 6.1;

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

               (iii)   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 Holders pursuant to Section 5.12 relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities.

         (d)   No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

         (e)   Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of
this Section.

Section 6.2.   Notice of Defaults.

         Within 90 days after actual knowledge by a Responsible Officer of
the Trustee of the occurrence of any default hereunder with respect to the
Securities, the Trustee shall transmit by mail to all Holders of Securities,
as their names and addresses appear in the Securities Register, notice of
such default, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest (including any Additional
Interest) on any Security, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interests
of the Holders of Securities; and provided further, that, in the case of any
default of the character specified in Section 5.1(c), no such notice to
Holders of Securities shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section 6.2, the term "default"
means any event that is, or after notice or lapse of time or both would
become, an Event of Default with respect to the Securities.

Section 6.3.   Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

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

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

         (c)   whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee

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(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officers' Certificate;

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

         (e)   the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction; provided, however, that nothing herein shall
relieve the Trustee of its obligations upon the occurrence of an Event of
Default that has not been cured or waived to exercise with respect to the
Securities such of the rights and powers vested in the Trustee by this
Indenture, and to use the same degree of care and skill in exercising such
rights and powers as a reasonably prudent person would use under the
circumstances in the conduct of his own affairs.

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

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

Section 6.4.   Not Responsible for Recitals or Issuance of Securities.

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

Section 6.5.   May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any
Securities Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 6.8 and 6.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Securities Registrar or such other agent.

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Section 6.6.   Money Held in Trust.

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

Section 6.7.   Compensation and Reimbursement.

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

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

         (c)   Since the Issuer Trust is being formed solely to facilitate an
investment in the Preferred Securities, the Company, as Holder of the Common
Securities, hereby covenants to pay all debts and obligations (other than
with respect to the Preferred Securities and the Common Securities) and all
reasonable costs and expenses of the Issuer Trust (including, without
limitation, all costs and expenses relating to the organization of the Issuer
Trust, the fees and expenses of the trustees and all reasonable costs and
expenses relating to the operation of the Issuer Trust) and to pay any and
all taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed on the Issuer Trust by the United
States, or any taxing authority, so that the net amounts received and
retained by the Issuer Trust and the Property Trustee after paying such
expenses will be equal to the amounts the Issuer Trust and the Property
Trustee would have received had no such costs or expenses been incurred by or
imposed on the Issuer Trust. The foregoing obligations of the Company are for
the benefit of, and shall be enforceable by, any person to whom any such
debts, obligations, costs, expenses and taxes are owed (each, a "Creditor")
whether or not such Creditor has received notice thereof. Any such Creditor
may enforce such obligations directly against the Company, and the Company
irrevocably waives any right or remedy to require that any such Creditor take
any action against the Issuer Trust or any other person before proceeding
against the Company. The Company shall execute such additional agreements as
may be necessary or desirable to give full effect to the foregoing.

         (d)   The Company shall indemnify the Trustee, its directors,
officers, employees and agents for, and hold them harmless against, any loss,
liability or expense (including the reasonable compensation and the expenses
and disbursements of its agents and counsel) incurred without negligence, bad
faith or willful misconduct, arising out of or in connection with the
acceptance or administration of this trust or the performance of its duties
hereunder, including the reasonable costs and expenses of defending against
any claim or liability in connection with the exercise or performance of any
of its powers or duties hereunder. This indemnification shall survive the
termination of this Indenture or the resignation or removal of the Trustee.

         (e)   When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(d) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor
statute.

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Section 6.8.   Disqualification; Conflicting Interests.

         The Trustee for the Securities issued hereunder shall be subject to,
and shall comply fully with, the provisions of Section 310(b) of the Trust
Indenture Act. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
said Section 310(b).

Section 6.9.   Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall be:

         (a)   a Person organized and doing business under the laws of the
United States of America or of any state or territory thereof or of the
District of Columbia, authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal, state,
territorial or District of Columbia authority, or

         (b)   an entity organized and doing business under the laws of a
foreign government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the Commission, authorized under such laws to exercise
corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees;

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority. If such
entity publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority,
then, for the purposes of this Section 6.9, the combined capital and surplus
of such entity shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VI. Neither the Company nor any Person
directly or indirectly controlling, controlled by or under common control
with the Company shall serve as Trustee for the Securities issued hereunder.

Section 6.10.  Resignation and Removal; Appointment of Successor.

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

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

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

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         (d)   If at any time:

               (i)     the Trustee shall fail to comply with Section 6.8 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

               (ii)    the Trustee shall cease to be eligible under Section
6.9 and shall fail to resign after written request therefor by the Company or
by any such Holder, or

               (iii)   the Trustee shall become incapable of acting or shall
be adjudged 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, (x) the Company, acting pursuant to the authority of
a Board Resolution, may remove the Trustee with respect to the Securities
issued hereunder, or (y) subject to Section 5.14, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of such
Holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to the Securities
issued hereunder and the appointment of a successor Trustee or Trustees.

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

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

Section 6.11.  Acceptance of Appointment by Successor.

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

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Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

         (b)   Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred
to in Section 6.11(a).

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

Section 6.12.  Merger, Conversion, Consolidation or Succession to Business.

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

Section 6.13.  Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

Section 6.14.  Appointment of Authenticating Agent.

         (a)   The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities, which shall be authorized to act on behalf of the
Trustee to authenticate Securities issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant
to Section 3.6, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by
an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be an entity organized and doing business
under the laws of the United States of America, 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 not less than
$50,000,000 and subject to supervision or examination by federal or state
authority. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section 6.14,

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<PAGE>

such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section 6.14.

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

         (c)   An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor
Authenticating Agent, which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6 to all
Holders of Securities. Any successor Authenticating Agent upon acceptance
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section.

         (d)   The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payment, subject to the
provisions of Section 6.7.

         (e)   If an appointment is made pursuant to this Section 6.14, the
Securities may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication
in the following form:

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

Dated:                                BANKERS TRUST COMPANY, as Trustee
       --------------------------


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




                                     - 45 -

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                                   ARTICLE VII

                      HOLDERS LISTS AND REPORTS BY TRUSTEE,
                            PAYING AGENT AND COMPANY

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

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

         (a)   quarterly, not more than 15 days after March 15, June 15,
September 15 and December 15 in each year, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as
of such dates, excluding from any such list names and addresses received by
the Trustee in its capacity as Securities Registrar; and

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

Section 7.2.   Preservation of Information, Communications to Holders.

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

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

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

Section 7.3.   Reports by Trustee and Paying Agent.

         (a)   The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant
to the Trust Indenture Act, at the times and in the manner provided pursuant
thereto.

         (b)   Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted within 60 days of January 31 in each
calendar year, commencing with January 31, 2002.

         (c)   A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities
exchange upon which any Securities are listed and also with the Commission.
The Company will notify the Trustee when any Securities are listed on any
securities exchange.

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         (d)   The Paying Agent shall comply with all withholding, backup
withholding, tax and information reporting requirements under the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations issued
thereunder with respect to payments on, or with respect to, the Securities.

Section 7.4.   Reports by Company.

         The Company shall file or cause to be filed with the Trustee and
with the Commission, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided in the Trust
Indenture Act. In the case of information, documents or reports required to
be filed with the Commission pursuant to Section 13(a) or Section 15(d) of
the Exchange Act, the Company shall file or cause the filing of such
information documents or reports with the Trustee within 15 days after the
same is required to be filed with the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

         (a)   if the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, the entity formed by such consolidation or into
which the Company is merged or the Person that acquires by conveyance or
transfer, or that leases, the properties and assets of the Company
substantially as an entirety shall be an entity organized and existing under
the laws of the United States of America or any state thereof or the District
of Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of (and premium, if any), and
interest (including any Additional Interest) on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to
be performed or observed; provided, however, that nothing in this Indenture
shall be deemed to restrict or prohibit, and no supplemental indenture shall
be required in the case of the merger of a bank (as defined below) with and
into a bank or the Company, the consolidation of banks into a bank or the
Company, or the sale or other disposition of all or substantially all of the
assets of any bank to another bank or the Company, if, in any such case in
which the Company was not the surviving, resulting or acquiring entity, the
Company would own, directly or indirectly, at least 80% of the voting
securities of the bank (and of any other bank any voting securities of which
are owned, directly or indirectly, by such bank) surviving such merger,
resulting from such consolidation or acquiring such assets;

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

         (c)   the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture
comply with this Article and that all conditions precedent herein provided
for

                                     - 47 -

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<PAGE>

relating to such transaction have been complied with and, in the case of a
transaction subject to this Section 8.1 but not requiring a supplemental
indenture under paragraph (a) of this Section 8.1, an Officer's Certificate or
Opinion of Counsel to the effect that the surviving, resulting or successor
entity is legally bound by the Indenture and the Securities; and the Trustee,
subject to Section 6.1, may rely upon such Officers' Certificates and Opinions
of Counsel as conclusive evidence that such transaction complies with this
Section 8.1.

         For purposes of subparagraph (a) above, the term "bank" means each of:

         (x)   any banking subsidiary of the Company the consolidated assets
               of which constitute 20% or more of the consolidated assets of
               the Company and consolidated subsidiaries;

         (y)   any other banking subsidiary designated as a bank pursuant to
               a board resolution and set forth in an Officers' Certificate
               delivered to the trustee; and

         (z)   any subsidiary of the Company that owns, directly or indirectly,
               any voting securities, or options, warrants or rights to
               subscribe for or purchase voting securities, of any bank under
               (x) and (y) above and in the case of (x), (y) and this
               subparagraph (z), their respective successors (whether by
               consolidation, merger, conversion, transfer of substantially
               all their assets and business or otherwise) so long as any
               such successor is a banking subsidiary (in the case of (x) and
               (y)) or a subsidiary (in the case of (z)) of the Company.

Section 8.2.   Successor Company Substituted.

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

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

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

                                   - 48 -

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                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.1.   Supplemental Indentures Without Consent of Holders.

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

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

         (b)   to convey, transfer, assign, mortgage or pledge any property
to or with the Trustee;

         (c)   to facilitate the issuance of Securities in certificated or
other definitive form;

         (d)   to add to the covenants of the Company for the benefit of the
Holders of the Securities;

         (e)   to add any additional Events of Default for the benefit of the
Holders of the Securities;

         (f)   to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall not apply to any
Outstanding Securities;

         (g)   to cure any ambiguity, to correct or supplement any provision
herein that may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action pursuant to this clause (g)
shall not adversely affect the interest of the Holders of Securities in any
material respect or, in the case of the Securities issued to the Issuer Trust
and for so long as any of the Preferred Securities issued by the Issuer Trust
shall remain outstanding, the holders of such Preferred Securities;

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

         (i)   to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust
Indenture Act.

Section 9.2.   Supplemental Indentures with Consent of Holders.

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

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<PAGE>

         (a)   change the Stated Maturity of the principal of, or any
installment of interest (including any Additional Interest) on, any Security,
or reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of
principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the Stated Maturity thereof pursuant to
Section 5.2, or change the place of payment where, or the coin or currency in
which, any Security or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date),

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

         (c)   modify any of the provisions of this Section, Section 5.13 or
Section 10.5, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Security affected thereby;
provided, further, that, in the case of the Securities issued to the Issuer
Trust, so long as any of the Preferred Securities issued by the Issuer Trust
remains outstanding, (i) no such amendment shall be made that adversely
affects the holders of such Preferred Securities in any material respect, and
no termination of this Indenture shall occur, and no waiver of any Event of
Default or compliance with any covenant under this Indenture shall be
effective, without the prior consent of the holders of a majority of the
aggregate Liquidation Amount of such Preferred Securities then outstanding
unless and until the principal of (and premium, if any, on) the Securities
and all accrued and (subject to Section 3.8) unpaid interest (including any
Additional Interest) thereon have been paid in full, and (ii) no amendment
shall be made to Section 5.8 of this Indenture that would impair the rights
of the holders of Preferred Securities issued by the Issuer Trust provided
therein without the prior consent of the holders of each such Preferred
Security then outstanding unless and until the principal of (and premium, if
any, on) the Securities and all accrued and (subject to Section 3.8) unpaid
interest (including any Additional Interest) thereon have been paid in full.

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

Section 9.3.   Execution of Supplemental Indentures.

         In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by
this Indenture, and that all conditions precedent herein provided for
relating to such action have been complied with. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Section 9.4.   Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article
IX, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for

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all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

Section 9.5    Conformity with Trust Indenture Act.

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

Section 9.6.   Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X

                                    COVENANTS

Section 10.1.  Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of the Securities
that it will duly and punctually pay the principal of (and premium, if any)
and interest (including any Additional Interest) on the Securities in
accordance with the terms of such Securities and this Indenture.

Section 10.2.  Maintenance of Office or Agency.

         (a)   The Company will maintain in each Place of Payment an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Company initially appoints the Trustee,
acting through its Corporate Trust Office, as its agent for said purposes.
The Company will give prompt written notice to the Trustee of any change in
the location of any such office or agency. If at any time the Company shall
fail to maintain such office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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

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Section 10.3.  Money for Security Payments to be Held in Trust.

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

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

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

               (i)     hold all sums held by it for the payment of the
principal of (and premium, if any) or interest (including Additional
Interest) on the Securities in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed
of as herein provided;

               (ii)    give the Trustee notice of any default by the Company
(or any other obligor upon such Securities) in the making of any payment of
principal (and premium, if any) or interest (including Additional Interest)
in respect of any Security;

               (iii)   at any time during the continuance of any default
with respect to the Securities, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent;
and

               (iv)    comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent.

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

         (e)   Any money deposited with the Trustee or any Paying Agent, or
then held by the Company in trust for the payment of the principal of (and
premium, if any) or interest (including Additional Interest) on any Security
and remaining unclaimed for two years after such principal (and premium, if
any) or interest (including Additional Interest) has become due and payable
shall (unless otherwise required by mandatory provision of applicable escheat
or abandoned or unclaimed property law) be paid on Company Request to the
Company, or (if then held by the Company) shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed property

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law) be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in the Borough of Manhattan, the City of New York, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.4.  Statement as to Compliance.

         The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate covering the preceding calendar year, stating whether
or not to the best knowledge of the signers thereof the Company is in default
in the performance, observance or fulfillment of or compliance with any of
the terms, provisions, covenants and conditions of this Indenture, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. For the purpose of this
Section 10.4, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture.

Section 10.5.  Waiver of Certain Covenants.

         Subject to the rights of holders of Preferred Securities specified
in Section 9.2, if any, the Company may omit in any particular instance to
comply with any covenant or condition provided pursuant to Section 3.1,
9.1(c) or 9.1(d) with respect to the Securities, if before or after the time
for such compliance the Holders of a majority in aggregate principal amount
of the Outstanding Securities shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company in respect
of any such covenant or condition shall remain in full force and effect.

Section 10.6.  Additional Sums.

         So long as no Event of Default has occurred and is continuing and
except as otherwise specified as contemplated by Section 2.1 or Section 3.1,
if: (a) the Issuer Trust is the Holder of all of the Outstanding Securities,
and (b) a Tax Event described in clause (a) or (c) of the definition of "Tax
Event" in Section 1.1 hereof has occurred and is continuing in respect of the
Issuer Trust, the Company shall pay the Issuer Trust (and its permitted
successors or assigns under the Trust Agreement) for so long as the Issuer
Trust (or its permitted successor or assignee) is the registered holder of
the Outstanding Securities, such additional sums as may be necessary in order
that the amount of Distributions (including any Additional Amount (as defined
in the Trust Agreement)) then due and payable by the Issuer Trust on the
Preferred Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of such Additional Taxes (the "Additional Sums"). Whenever in this
Indenture or the Securities there is a reference in any context to the
payment of principal of or interest on the Securities, such mention shall be
deemed to include mention of the payments of the Additional 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


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express mention is not made; provided, however, that the deferral of the
payment of interest pursuant to Section 3.12 or the Securities shall not
defer the payment of any Additional Sums that may be due and payable.

Section 10.7.  Additional Covenants.

         The Company covenants and agrees with each Holder of Securities that
it shall not: (a) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company
that rank pari passu with or junior in interest to the Securities, including
the Company's obligations associated with the Preferred Securities and the
9.875% junior subordinated debentures due 2029 issued by the Company on August
2, 1999, which are currently held by Allegiant Capital Trust I, (b) redeem,
purchase or acquire less than all of the Securities or any of the Preferred
Securities or (c) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any
shares of the Company's capital stock, (other than (i) 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 any one or more employees, officers,
directors or consultants, or in connection with a dividend reinvestment or
shareholder stock purchase plan, (ii) as a result of a reclassification,
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, (iii) 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, (iv) any declaration of a dividend in connection with
any Rights Plan, or the issuance of rights, stock or other property under any
Rights Plan, or the redemption or repurchase of rights pursuant thereto, or
(v) 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), if
at such time (A) there shall have occurred an Event of Default hereunder or
any event (x) of which the Company has actual knowledge that with the giving
of notice or the lapse of time, or both, would constitute an Event of Default
with respect to the Securities, and (y) which the Company shall not have
taken reasonable steps to cure, (B) if the Securities are held by the Issuer
Trust, the Company shall be in default with respect to its payment of any
obligations under the Guarantee relating to the Preferred Securities issued
by the Issuer Trust, or (C) the Company shall have given notice of its
election to begin an Extension Period with respect to the Securities as
provided herein and shall not have rescinded such notice, or such Extension
Period, or any extension thereof, shall be continuing.

         The Company also covenants with each Holder of Securities issued to
the Issuer Trust (a) to hold, directly or indirectly, 100% of the Common
Securities of the Issuer Trust, provided that any permitted successor of the
Company as provided under Section 8.2 may succeed to the Company's ownership
of such Common Securities, (b) as holder of such Common Securities, not to
voluntarily terminate, windup or liquidate the Issuer Trust, other than (i)
in connection with a distribution of the Securities to the holders of the
Preferred Securities in liquidation of the Issuer Trust, or (ii) in
connection with certain mergers, consolidations or amalgamations permitted by
the Trust Agreement, and (c) to use its reasonable efforts, consistent with
the terms and provisions of the Trust Agreement, to cause the Issuer Trust to
continue to be classified as a grantor trust for United States federal income
tax purposes.

Section 10.8.  Federal Tax Reports.

         On or before December 15 of each year during which any Securities
are outstanding, the Company shall furnish to each Paying Agent such
information as may be reasonably requested by each Paying Agent in order that
each Paying Agent may prepare the information which it is required to report


                                     - 54 -

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<PAGE>

for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to
Section 6049 of the Internal Revenue Code of 1986, as amended. Such
information shall include the amount, if any, of original issue discount
includible in income for each authorized minimum denomination of principal
amount at Stated Maturity of outstanding Securities during such year.

                                   ARTICLE XI

                           REDEMPTION OF SECURITIES

Section 11.1.  Applicability of this Article.

         Redemption of Securities as permitted or required by any form of
Security issued pursuant to this Indenture shall be made in accordance with
such form of Security and this Article; provided, however, that, if any
provision of any such form of Security shall conflict with any provision of
this Article XI, the provision of such form of Security shall govern.

Section 11.2.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company, the Company shall, not less than 30 nor more
than 60 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee and, in the case of
Securities held by the Issuer Trust, the Property Trustee under the Trust
Agreement of such date and of the principal amount of Securities to be
redeemed and provide the additional information required to be included in
the notice or notices contemplated by Section 11.4; provided, that, for so
long as such Securities are held by the Issuer Trust, such notice shall be
given not less than 45 nor more than 75 days prior to such Redemption Date
(unless a shorter notice shall be satisfactory to the Property Trustee under
the Trust Agreement). In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities, the Company shall furnish the Trustee with an Officers'
Certificate and an Opinion of Counsel evidencing compliance with such
restriction.

Section 11.3.  Selection of Securities to be Redeemed.

         (a)   If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities
not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security, provided
that the unredeemed portion of the principal amount of any Security shall be
in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.

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

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Section 11.4.  Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to
be redeemed, at the address of such Holder as it appears in the Securities
Register.

         With respect to Securities to be redeemed, each notice of redemption
shall state:

         (a)   the Redemption Date;

         (b)   the Redemption Price or, if the Redemption Price cannot be
calculated prior to the time the notice is required to be sent, the estimate
of the Redemption Price provided pursuant to the Indenture together with a
statement that it is an estimate and that the actual Redemption Price will be
calculated on the third Business Day prior to the Redemption Date (if such an
estimate of the Redemption Price is given, a subsequent notice shall be given
as set forth above setting forth the Redemption Price promptly following the
calculation thereof);

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

         (d)   that, on the Redemption Date, the Redemption Price will become
due and payable upon each such Security or portion thereof, and that interest
thereon, if any, shall cease to accrue on and after said date;

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

         (f)   such other provisions as may be required in respect of the
terms of the Securities; and

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

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

Section 11.5.  Deposit of Redemption Price.

         Prior to 10:00 a.m., New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4, the
Company will deposit with the Trustee or with one or more Paying Agents (or
if the Company is acting as its own Paying Agent, the Company will segregate
and hold in trust as provided in Section 10.3) an amount of money sufficient
to pay the Redemption Price of, and any accrued interest (including
Additional Interest) on, all the Securities (or portions thereof) that are to
be redeemed on that date.

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<PAGE>

Section 11.6.  Payment of Securities Called for Redemption.

         (a)   If any notice of redemption has been given as provided in
Section 11.4, the Securities or portion of Securities with respect to which
such notice has been given shall become due and payable on the date and at
the place or places stated in such notice at the applicable Redemption Price,
together with accrued interest (including any Additional Interest) to the
Redemption Date. On presentation and surrender of such Securities at a Place
of Payment in said notice specified, the said Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
Redemption Price, together with accrued interest (including any Additional
Interest) to the Redemption Date; provided, however, that, installments of
interest (including Additional Interest) whose Stated Maturity is on or prior
to the Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of
business on the relevant record dates according to their terms and the
provisions of Section 3.8.

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

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

Section 11.7.  Right of Redemption of Securities Initially Issued to the
Issuer Trust.

         (a)   The Company, at its option, may redeem such Securities, subject
to prior regulatory approval, if required (i) on or after _____ __, 2006, in
whole at any time or in part from time to time, or (ii) upon the occurrence
and during the continuation of a Tax Event, an Investment Company Event or a
Capital Treatment Event, at any time within 180 days following the occurrence
and during the continuation of such Tax Event, Investment Company Event or
Capital Treatment Event, in whole (but not in part), in each case at a
Redemption Price specified in such Security, together with accrued interest
(including Additional Interest) to the Redemption Date.

         (b)   If less than all the Securities are to be redeemed, the
aggregate principal amount of such Securities remaining Outstanding after
giving effect to such redemption shall be sufficient to satisfy any
provisions of the Trust Agreement.

                                   ARTICLE XII

                                  SINKING FUNDS

         Except as may be provided in any supplemental or amended indenture,
no sinking fund shall be established or maintained for the retirement of
Securities.

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                                  ARTICLE XIII

                           SUBORDINATION OF SECURITIES

Section 13.1.  Securities Subordinate to Senior Indebtedness.

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

Section 13.2.  No Payment When Senior Indebtedness in Default; Payment Over
of Proceeds Upon Dissolution, Etc.

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

         (b)   In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company, its creditors or its property, (ii) any
proceeding for the liquidation, dissolution or other winding up of the
Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (iii) any assignment by the Company for the benefit
of creditors or (iv) any other marshalling of the assets of the Company (each
such event, if any, herein sometimes referred to as a "Proceeding"), all
Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall
be made to any Holder on account thereof. Any payment or distribution,
whether in cash, securities or other property (other than securities of the
Company or any other entity provided for by a plan of reorganization or
readjustment, the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness at the
time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment), which would otherwise (but for
these subordination provisions) be payable or deliverable in respect of the
Securities shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such
holders until all Senior Indebtedness (including any interest thereon
accruing after the commencement of any Proceeding) shall have been paid in
full.

         (c)   In the event of any Proceeding, after payment in full of all
sums owing with respect to Senior Indebtedness, the Holders of the
Securities, together with the holders of any obligations of the Company
ranking on a parity with the Securities, including, without limitation, the
9.875% cumulative trust preferred securities and trust common securities
issued by Allegiant Capital Trust I on August 2, 1999, shall be entitled to
be paid from the remaining assets of the Company the amounts at the time due
and owing on account of unpaid principal of (and premium, if any) and
interest on the Securities and

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<PAGE>

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

         (d)   The Trustee and the Holders shall take such action (including,
without limitation, the delivery of this Indenture to an agent for the
holders of Senior Indebtedness or consent to the filing of a financing
statement with respect hereto) as may, in the opinion of counsel designated
by the holders of a majority in principal amount of the Senior Indebtedness
at the time outstanding, be necessary or appropriate to assure the
effectiveness of the subordination effected by these provisions.

         (e)   The provisions of this Section 13.2 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in
respect of any security interest the creation of which is not prohibited by
the provisions of this Indenture.

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

Section 13.3.  Payment Permitted if No Default.

         Nothing contained in this Article XIII or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any
time, except during the pendency of the conditions described in the first
paragraph of Section 13.2 or of any Proceeding referred to in Section 13.2,
from making payments at any time of principal of (and premium, if any) or
interest (including Additional Interest) on the Securities, or (b) the
application by the Trustee of any monies deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or
interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such application
by the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article.

Section 13.4.  Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full of all amounts due or to become due
on all Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent
of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of

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<PAGE>

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

Section 13.5.  Provisions Solely to Define Relative Rights.

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

Section 13.6.  Trustee to Effectuate Subordination.

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

Section 13.7.  No Waiver of Subordination Provisions.

         (a)   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 be otherwise charged with.

         (b)   Without in any way limiting the generality of Section 13.7(a),
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 Holders of the
Securities, without incurring responsibility to such Holders of the
Securities and without impairing or releasing the subordination provided in
this Article XIII or the obligations

                                     - 60 -

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<PAGE>

hereunder of such Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extent the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person.

Section 13.8.  Notice to Trustee.

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

         (b)   Subject to the provisions of Section 6.1, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee or attorney-in-fact therefor) to establish that such notice has been
given by a holder of Senior Indebtedness (or a trustee or attorney-in-fact
therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
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, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

Section 13.9.  Reliance on Judicial Order or Certificate of Liquidating Agent.

         Upon any payment or distribution of assets of the Company referred
to in this Article, the Trustee, subject to the provisions of Section 6.1,
and the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, conservator, liquidating trustee, custodian, assignee for the
benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for
the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior 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 XIII.

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Section 13.10. Trustee Not Fiduciary for Holders of Senior Indebtedness.

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

Section 13.11. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness that
may at any time be 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.

Section 13.12. Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article XIII shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee.

Section 13.13. Certain Conversions or Exchanges Deemed Payment.

         For purposes of this Article only, (a) the issuance and delivery of
junior securities upon conversion or exchange of Securities shall not be
deemed to constitute a payment or distribution on account of the principal of
(or premium, if any, on) or interest (including any Additional Interest) on
such Securities or on account of the purchase or other acquisition of such
Securities, and (b) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on account of the principal of
such security. For the purposes of this Section, the term "junior securities"
means (i) shares of any stock of any class of the Company, and (ii)
securities of the Company that are subordinated in right of payment to all
Senior Indebtedness that may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a
greater extent than, the Securities are so subordinated as provided in this
Article.

                                     * * * *

         This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]



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


                                      ALLEGIANT BANCORP, INC.



                                      By:
                                         --------------------------------------
                                         Shaun R. Hayes
                                         President and Chief Executive Officer


                                      BANKERS TRUST COMPANY, as Trustee



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






                                     - 63 -