EXHIBIT 4.4



                               BCSB Bankcorp, Inc.
                                    as Issuer






                                    INDENTURE
                         Dated as of September 30, 2003


                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                   As Trustee


                       JUNIOR SUBORDINATED DEBT SECURITIES

                               DUE October 7, 2033

<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01.              Definitions........................................1

         Additional Interest..................................................1

         Additional Provisions................................................1

         Authenticating Agent.................................................1

         Bankruptcy Law.......................................................1

         Board of Directors...................................................2

         Board Resolution.....................................................2

         Business Day.........................................................2

         Calculation Agent....................................................2

         Capital Securities...................................................2

         Capital Securities Guarantee.........................................2

         Capital Treatment Event..............................................2

         Certificate..........................................................2

         Common Securities....................................................2

         Company  3

         Debt Security........................................................3

         Debt Security Register...............................................3

         Declaration..........................................................3

         Default  ............................................................3

         Defaulted Interest...................................................3

         Deferred Interest....................................................3

         Event of Default.....................................................3

         Extension Period.....................................................3

         Fee Agreement........................................................3

         Indenture............................................................3

         Institutional Trustee................................................3

         Interest Payment Date................................................3

         Interest Rate........................................................3

         Investment Company Event.............................................3

         LIBOR ...............................................................4

         LIBOR Banking Day....................................................4

                                     - i -
<PAGE>

         LIBOR Business Day...................................................4

         LIBOR Determination Date.............................................4

         Liquidation Amount...................................................4

         Maturity Date........................................................4

         Notice   ............................................................4

         Officers' Certificate................................................4

         Opinion of Counsel...................................................4

         OTS      ............................................................4

         Outstanding..........................................................4

         Paying Agent.........................................................5

         Person   ............................................................5

         Predecessor Security.................................................5

         Principal Office of the Trustee......................................5

         Redemption Date......................................................5

         Redemption Price.....................................................5

         Responsible Officer..................................................5

         Securityholder.......................................................5

         Senior Indebtedness..................................................5

         Special Event........................................................6

         Special Redemption Date..............................................6

         Special Redemption Price.............................................6

         Subsidiary...........................................................6

         Tax Event............................................................6

         Trust    ............................................................7

         Trust Indenture Act..................................................7

         Trust Securities.....................................................7

         Trustee  ............................................................7

         United States........................................................7

         U.S. Person..........................................................7

                                   ARTICLE II
                                 DEBT SECURITIES

SECTION 2.01.              Authentication and Dating..........................7

SECTION 2.02.              Form of Trustee's Certificate of Authentication....8

                                     - ii -
<PAGE>

SECTION 2.03.              Form and Denomination of Debt Securities...........8

SECTION 2.04.              Execution of Debt Securities.......................8

SECTION 2.05.              Exchange and Registration of Transfer of Debt
                                Securities....................................9

SECTION 2.06.              Mutilated, Destroyed, Lost or Stolen Debt
                                Securities...................................12

SECTION 2.07.              Temporary Debt Securities.........................12

SECTION 2.08.              Payment of Interest...............................13

SECTION 2.09.              Cancellation of Debt Securities Paid, etc.........14

SECTION 2.10.              Computation of Interest...........................15

SECTION 2.11.              Extension of Interest Payment Period..............16

SECTION 2.12.              CUSIP Numbers.....................................17

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.              Payment of Principal, Premium and Interest;
                                Agreed Treatment of the Debt Securities......17

SECTION 3.02.              Offices for Notices and Payments, etc.............18

SECTION 3.03.              Appointments to Fill Vacancies in Trustee's
                                Office.......................................18

SECTION 3.04.              Provision as to Paying Agent......................19

SECTION 3.05.              Certificate to Trustee............................20

SECTION 3.06.              Additional Interest...............................20

SECTION 3.07.              Compliance with Consolidation Provisions..........20

SECTION 3.08.              Limitation on Dividends...........................20

SECTION 3.09.              Covenants as to the Trust.........................21

                                   ARTICLE IV
                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.              Securityholders' Lists............................22

SECTION 4.02.              Preservation and Disclosure of Lists..............22

                                    ARTICLE V
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            UPON AN EVENT OF DEFAULT

SECTION 5.01.              Events of Default.................................23

SECTION 5.02.              Payment of Debt Securities on Default; Suit
                                Therefor.....................................25

SECTION 5.03.              Application of Moneys Collected by Trustee........26

SECTION 5.04.              Proceedings by Securitvholders....................27

SECTION 5.05.              Proceedings by Trustee............................27

                                     - iii -
<PAGE>


SECTION 5.06.              Remedies Cumulative and Continuing................28

SECTION 5.07.              Direction of Proceedings and Waiver of
                                Defaults by Majority of Securityholders......28

SECTION 5.08.              Notice of Defaults................................29

SECTION 5.09.              Undertaking to Pay Costs..........................29

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01.              Duties and Responsibilities of Trustee............29

SECTION 6.02.              Reliance on Documents, Opinions, etc..............31

SECTION 6.03.              No Responsibility for Recitals, etc...............32

SECTION 6.04.              Trustee, Authenticating Agent, Paying Agents,
                                Transfer Agents or Registrar May Own
                                Debt Securities..............................32

SECTION 6.05.              Moneys to be Held in Trust........................32

SECTION 6.06.              Compensation and Expenses of Trustee..............32

SECTION 6.07.              Officers' Certificate as Evidence.................33

SECTION 6.08.              Eligibility of Trustee............................33

SECTION 6.09.              Resignation or Removal of Trustee, Calculation
                                Agent, Paying Agent or Debt Security
                                Register.....................................34

SECTION 6.10.              Acceptance by Successor...........................35

SECTION 6.11.              Succession by Merger, etc.........................36

SECTION 6.12.              Authenticating Agents.............................36

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.              Action by Securityholders.........................38

SECTION 7.02.              Proof of Execution by Securityholders.............38

SECTION 7.03.              Who Are Deemed Absolute Owners....................39

SECTION 7.04.              Debt Securities Owned by Company Deemed
                                Not Outstanding..............................39

SECTION 7.05.              Revocation of Consents; Future Holders Bound......39

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01.              Purposes of Meetings..............................40

SECTION 8.02.              Call of Meetings by Trustee.......................40

SECTION 8.03.              Call of Meetings by Company or Securityholders....40

SECTION 8.04.              Qualifications for Voting.........................41

                                     - iv -
<PAGE>

SECTION 8.05.              Regulations.......................................41

SECTION 8.06.              Voting............................................41

SECTION 8.07.              Quorum; Actions...................................42

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.01.              Supplemental Indentures without Consent of
                                Securityholders..............................43

SECTION 9.02.              Supplemental Indentures with Consent of
                                Securityholders..............................44

SECTION 9.03.              Effect of Supplemental Indentures.................45

SECTION 9.04.              Notation on Debt Securities.......................45

SECTION 9.05.              Evidence of Compliance of Supplemental
                                Indenture to be Furnished to Trustee.........45

                                    ARTICLE X
                            REDEMPTION OF SECURITIES

SECTION 10.01.             Optional Redemption...............................46

SECTION 10.02.             Special Event Redemption..........................46

SECTION 10.03.             Notice of Redemption; Selection of Debt
                                Securities...................................46

SECTION 10.04.             Payment of Debt Securities Called for Redemption..47

                                   ARTICLE XI
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01.             Company May Consolidate, etc., on Certain Terms...47

SECTION 11.02.             Successor Entity to be Substituted................48

SECTION 11.03.             Opinion of Counsel to be Given to Trustee.........48

                                   ARTICLE XII
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01.             Discharge of Indenture............................49

SECTION 12.02.             Deposited Moneys to be Held in Trust by Trustee...49

SECTION 12.03.             Paying Agent to Repay Moneys Held.................50

SECTION 12.04.             Return of Unclaimed Moneys........................50

                                  ARTICLE XIII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 13.01.             Indenture and Debt Securities Solely Corporate
                                Obligations..................................50

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

SECTION 14.01.             Successors........................................50

SECTION 14.02.             Official Acts by Successor Entity.................51

                                     - v -
<PAGE>


SECTION 14.03.             Surrender of Company Powers.......................51

SECTION 14.04.             Addresses for Notices, etc........................51

SECTION 14.05.             Governing Law.....................................51

SECTION 14.06.             Evidence of Compliance with Conditions
                                Precedent....................................51

SECTION 14.07.             Non-Business Days.................................52

SECTION 14.08.             Table of Contents, Headings, etc..................52

SECTION 14.09.             Execution in Counterparts.........................52

SECTION 14.10.             Separability......................................52

SECTION 14.11.             Assignment........................................53

SECTION 14.12.             Acknowledgment of Rights..........................53

                                   ARTICLE XV
                        SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.             Agreement to Subordinate..........................53

SECTION 15.02.             Default on Senior Indebtedness....................54

SECTION 15.03.             Liquidation; Dissolution; Bankruptcy..............54

SECTION 15.04.             Subrogation.......................................55

SECTION 15.05.             Trustee to Effectuate Subordination...............56

SECTION 15.06.             Notice by the Company.............................56

SECTION 15.07.             Rights of the Trustee. Holders of Senior
                                Indebtedness.................................57

SECTION 15.08.             Subordination May Not Be Impaired.................57


EXHIBITS

EXHIBIT A                  FORM OF DEBT SECURITY

                                     - vi -
<PAGE>

          THIS INDENTURE, dated as of September 30, 2003, between BCSB Bankcorp,
Inc., a federal MHC Subsidiary Holding Company (hereinafter sometimes called the
"Company"),  and Wells  Fargo Bank,  National  Association,  a national  banking
association  with its principal  place of business in the State of Delaware,  as
trustee (hereinafter sometimes called the "Trustee").

                              W I T N E S S E T H:

          WHEREAS,  for its lawful  corporate  purposes,  the  Company  has duly
authorized the issuance of its Junior  Subordinated  Debt Securities due October
7, 2033 (the "Debt Securities") under this Indenture and to provide, among other
things,  for the  execution  and  authentication,  delivery  and  administration
thereof, the Company has duly authorized the execution of this Indenture.

          NOW, THEREFORE,  in consideration of the premises, and the purchase of
the Debt  Securities by the holders  thereof,  the Company  covenants and agrees
with the  Trustee  for the equal and  proportionate  benefit  of the  respective
holders from time to time of the Debt Securities as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01. Definitions.
                   ------------

          The terms  defined in this Section  1.01  (except as herein  otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this  Indenture  and  of  any  indenture  supplemental  hereto  shall  have  the
respective  meanings  specified in this Section 1.01. All accounting  terms used
herein and not expressly  defined shall have the meanings assigned to such terms
in  accordance  with  generally  accepted  accounting  principles  and the  term
"generally accepted accounting  principles" means such accounting  principles as
are generally accepted in the United States at the time of any computation.  The
words "herein," "hereof' and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

          "Additional  Interest"  shall  have the  meaning  set forth in Section
3.06.

          "Additional  Provisions"  shall have the  meaning set forth in Section
15.01.

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

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

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

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

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

          "Calculation  Agent" means the Person  identified  as "Trustee" in the
first paragraph hereof with respect to the Debt Securities and the Institutional
Trustee with respect to the Trust Securities.

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

          "Capital Securities  Guarantee" means the guarantee agreement that the
Company  will enter into with Wells Fargo Bank,  National  Association  or other
Persons  that  operates  directly  or  indirectly  for the benefit of holders of
Capital Securities of the Trust.

          "Capital  Treatment  Event"  means the  receipt by the Company and the
Trust of an Opinion of Counsel  experienced  in such matters to the effect that,
as a result of any amendment to, or change in, the laws, rules or regulations of
the United States or any  political  subdivision  thereof or therein,  or as the
result of any  official or  administrative  pronouncement  or action or decision
interpreting  or applying such laws,  rules or  regulations,  which amendment or
change is effective or which  pronouncement,  action or decision is announced on
or after the date of  original  issuance of the Debt  Securities,  there is more
than an insubstantial risk that the Company will not, within 90 days of the date
of such  opinion,  be  entitled  to  treat  an  amount  equal  to the  aggregate
Liquidation  Amount of the Capital  Securities  as "Tier 1 Capital" (or the then
equivalent  thereof) for purposes of the capital adequacy  guidelines of the OTS
(or any successor  regulatory  authority with jurisdiction over savings and loan
holding companies),  as then in effect and applicable to the Company,  provided,
however,  that the  distribution  of the Debt  Securities in connection with the
liquidation of the Trust by the Company shall not in and of itself  constitute a
Capital   Treatment  Event  unless  such  liquidation  shall  have  occurred  in
connection with a Tax Event or an Investment Company Event.

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

          "Common Securities" means undivided beneficial interests in the assets
of the Trust which are  designated  as "Common  Securities"  and rank pari passu
with Capital Securities issued by the Trust; provided, however, that if an Event
of Default (as defined in the Declaration)

                                       2
<PAGE>

has occurred and is continuing,  the rights of holders of such Common Securities
to payment in respect of distributions and payments upon liquidation, redemption
and  otherwise  are  subordinated  to the  rights  of  holders  of such  Capital
Securities.

          "Company" means BCSB Bankcorp,  Inc., a federal MHC Subsidiary Holding
Company,  and,  subject to the  provisions  of Article  XI,  shall  include  its
successors and assigns.

          "Debt  Security" or "Debt  Securities"  has the meaning  stated in the
first recital of this Indenture.

          "Debt Security Register" has the meaning specified in Section 2.05.

          "Declaration"  means the Amended and Restated  Declaration of Trust of
the Trust dated as of September 30, 2003, as amended or  supplemented  from time
to time.

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

          "Defaulted Interest" has the meaning set forth in Section 2.08.

          "Deferred Interest" has the meaning set forth in Section 2.11.

          "Event of Default"  means any event  specified in Section 5.01,  which
has  continued  for the  period of time,  if any,  and  after the  giving of the
notice, if any, therein designated.

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

          "Fee  Agreement"  means that agreement dated as of September 30, 2003,
by and among the Company,  the Trust,  the Trustee and Bear,  Stearns & Company,
Inc.

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

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

          "Interest Payment Date" means January 7, April 7, July 7 and October 7
of each year, commencing on January 7, 2004, during the term of this Indenture.

          "Interest Rate" means a per annum rate of interest,  reset  quarterly,
equal to LIBOR,  as  determined  on the  LIBOR  Determination  Date  immediately
preceding each Interest Payment Date, plus 3%.

          "Investment  Company  Event"  means the receipt by the Company and the
Trust of an Opinion of Counsel  experienced  in such matters to the effect that,
as a result of a change in law or regulation or written change in interpretation
or application of law or regulation by any legislative body, court, governmental
agency or regulatory  authority,  there is more than an insubstantial  risk that
the Trust is or, within 90 days of the date of such opinion will be,

                                       3
<PAGE>

considered an "investment  company" that is required to be registered  under the
Investment  Company Act of 1940, as amended,  which change or prospective change
becomes effective or would become effective, as the case may be, on or after the
date of the original issuance of the Debt Securities.

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

          "LIBOR Banking Day" has the meaning set forth in Section 2.10(b)(1).

          "LIBOR Business Day" has the meaning set forth in Section 2.10(b)(1).

          "LIBOR  Determination  Date"  has the  meaning  set  forth in  Section
2.10(b).

          "Liquidation  Amount"  means the  stated  amount  of $1,000  per Trust
Security.

          "Maturity Date" means October 7, 2033.

          "Notice" has the meaning set forth in Section 2.11.

          "Officers'  Certificate" means a certificate signed by the Chairman of
the Board,  the Vice Chairman,  the President or any Vice President,  and by the
Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Comptroller,
an  Assistant  Comptroller,  the  Secretary  or an  Assistant  Secretary  of the
Company,  and delivered to the Trustee.  Each such certificate shall include the
statements  provided for in Section  14.06 if and to the extent  required by the
provisions of such Section.

          "Opinion  of  Counsel"  means an opinion  in  writing  signed by legal
counsel,  who may be an employee of or counsel to the  Company,  or may be other
counsel reasonably  satisfactory to the Trustee. Each such opinion shall include
the  statements  provided for in Section 14.06 if and to the extent  required by
the provisions of such Section.

          "OTS" means the Office of Thrift Supervision.

          "Outstanding"" when used with reference to Debt Securities, subject to
the  provisions of Section 7.04,  means,  as of any  particular  time,  all Debt
Securities  authenticated  and  delivered  by the Trustee or the  Authenticating
Agent under this Indenture, except

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

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

                                       4
<PAGE>

          (c) Debt  Securities paid pursuant to Section 2.06 or in lieu of or in
substitution for which other Debt Securities shall have been  authenticated  and
delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the
Company and the Trustee is presented  that any such Debt  Securities are held by
bona fide holders in due course.

          "Paying Agent" has the meaning set forth in Section 3.04(e).

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

          "Predecessor  Security" of any  particular  Debt Security  means every
previous  Debt  Security  evidencing  all or a portion  of the same debt as that
evidenced  by such  particular  Debt  Security;  and,  for the  purposes of this
definition,  any Debt Security authenticated and delivered under Section 2.06 in
lieu of a lost,  destroyed or stolen Debt  Security  shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

          "Principal Office of the Trustee" means the office of the Trustee,  at
which at any particular  time its corporate  trust business shall be principally
administered,  which at all times shall be located  within the United States and
at the time of the execution of this Indenture shall be 919 Market Street, Suite
700,  Wilmington,  DE  19801.

          "Redemption Date" has the meaning set forth in Section 10.01.

          "Redemption  Price"  means  100% of the  principal  amount of the Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities  to the  Redemption  Date or, in the case of a redemption  due to the
occurrence of a Special Event,  to the Special  Redemption  Date if such Special
Redemption Date is on or after October 7, 2008.

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

          "Securityholder,"  "holder of Debt Securities" or other similar terms,
means  any  Person  in whose  name at the time a  particular  Debt  Security  is
registered on the Debt Security Register.

          "Senior  Indebtedness"  means,  with respect to the  Company,  (i) the
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  notes,  bonds or other similar  instruments  issued by the Company;
(ii) all capital lease obligations of the Company;  (iii) all obligations of the
Company  issued or assumed  as the  deferred  purchase  price of  property,  all
conditional  sale  obligations of the Company and all obligations of the Company
under any title

                                       5
<PAGE>

retention  agreement  (but  excluding  trade  accounts  payable  arising  in the
ordinary  course of  business);  (iv) all  obligations  of the  Company  for the
reimbursement  of any letter of credit,  any banker's  acceptance,  any security
purchase facility, any repurchase agreement or similar arrangement, any interest
rate swap, any other hedging  arrangement,  any obligation  under options or any
similar credit or other transaction; (v) all obligations of the type referred to
in clauses (i) through (iv) above of other  Persons for the payment of which the
Company is  responsible or liable as obligor,  guarantor or otherwise;  and (vi)
all  obligations  of the type  referred  to in clauses  (i) through (v) above of
other  Persons  secured  by any lien on any  property  or  asset of the  Company
(whether or not such obligation is assumed by the Company),  whether incurred on
or prior to the date of this Indenture or thereafter incurred,  unless, with the
prior approval of the OTS if not otherwise generally approved, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such obligations are not superior or are pari passu in right of
payment to the Debt Securities.

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

          "Special Redemption Date" has the meaning set forth in Section 10.02.

          "Special Redemption Price" means (1) if the Special Redemption Date is
before October 7, 2008, One Hundred Five Percent (105%) of the principal  amount
to be redeemed plus any accrued and unpaid interest  thereon to the date of such
redemption and (2) if the Special Redemption Date is on or after October 7, 2008
the Redemption Price for such Special Redemption Date.

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

          "Tax  Event"  means the  receipt  by the  Company  and the Trust of an
Opinion of Counsel  experienced  in such matters to the effect that, as a result
of any amendment to or change  (including any announced  prospective  change) in
the laws or any  regulations  thereunder  of the United  States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  administrative  pronouncement  (including  any private  letter ruling,
technical advice memorandum,  regulatory  procedure,  notice or announcement (an
"Administrative  Action")) or judicial  decision  interpreting  or applying such
laws or  regulations,  regardless  of  whether  such  Administrative  Action  or
judicial decision is issued to or in connection with a proceeding  involving the
Company  or the Trust and  whether or not  subject  to review or  appeal,  which

                                       6
<PAGE>

amendment, clarification,  change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance
of the Debt Securities,  there is more than an insubstantial  risk that: (i) the
Trust  is, or will be within  90 days of the date of such  opinion,  subject  to
United States federal  income tax with respect to income  received or accrued on
the Debt Securities; (ii) interest payable by the Company on the Debt Securities
is not, or within 90 days of the date of such opinion,  will not be,  deductible
by the  Company,  in whole or in part,  for  United  States  federal  income tax
purposes;  or (iii)  the Trust is, or will be within 90 days of the date of such
opinion,  subject to or otherwise  required to pay, or required to withhold from
distributions to holders of Trust  Securities,  more than a de minimis amount of
other  taxes  (including  withholding  taxes),  duties,   assessments  or  other
governmental charges.

          "Trust" means BCSB Capital Trust II, the Delaware  statutory trust, or
any other similar trust created for the purpose of issuing Capital Securities in
connection with the issuance of Debt Securities  under this Indenture,  of which
the Company is the sponsor.

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

          "Trust  Securities" means Common Securities and Capital  Securities of
BCSB Capital Trust II.

          "Trustee"  means  the  Person  identified  as  "Trustee"  in the first
paragraph  hereof,  and,  subject to the provisions of Article VI hereof,  shall
also include its successors and assigns as Trustee hereunder.

          "United States" means the United States of America and the District of
Columbia.

          "U.S.  Person" has the meaning  given to United  States  Person as set
forth in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

                                   ARTICLE II

                                 DEBT SECURITIES

     SECTION 2.01. Authentication and Dating.
                   --------------------------

          Upon the  execution  and delivery of this  Indenture,  or from time to
time thereafter,  Debt Securities in an aggregate principal amount not in excess
of  $10,310,000  may be executed and delivered by the Company to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery  said Debt  Securities to or upon the written order of the Company,
signed by its Chairman of the Board of Directors,  Vice  Chairman,  President or
Chief  Financial  Officer or one of its Vice  Presidents,  without  any  further
action by the Company  hereunder.  In authenticating  such Debt Securities,  and
accepting the  additional  responsibilities  under this Indenture in relation to
such Debt Securities,  the Trustee shall be entitled to receive, and (subject to
Section  6.01)  shall be fully  protected  in  relying  upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate record of any action taken pursuant to such resolution, in each case
certified  by the  Secretary or an Assistant

                                       7
<PAGE>

Secretary or other officers with appropriate  delegated authority of the Company
as the case may be.

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

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

     SECTION 2.02. Form of Trustee's Certificate of Authentication.
                   ------------------------------------------------

          The Trustee's  certificate of  authentication  on all Debt  Securities
shall be in substantially the following form:

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

          WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
but solely as trustee

                                                By______________________________
                                                       Authorized Officer

     SECTION 2.03. Form and Denomination of Debt Securities.
                   -----------------------------------------

          The Debt Securities  shall be  substantially  in the form of Exhibit A
hereto.  The Debt Securities shall be in registered,  certificated  form without
coupons and in minimum  denominations  of $100,000 and any multiple of $1,000 in
excess thereof.  The Debt Securities shall be numbered,  lettered,  or otherwise
distinguished  in such manner or in  accordance  with such plans as the officers
executing the same may  determine  with the approval of the Trustee as evidenced
by the execution and authentication thereof.

     SECTION 2.04. Execution of Debt Securities.
                   -----------------------------

          The Debt  Securities  shall be signed in the name and on behalf of the
Company by the manual or  facsimile  signature  of its  Chairman of the Board of
Directors,  Vice Chairman,  President or Chief  Financial  Officer or one of its
Executive Vice Presidents,  Senior Vice Presidents or Vice Presidents, under its
corporate  seal which may be affixed  thereto or printed,  engraved or otherwise
reproduced thereon,  by facsimile or otherwise,  and which need not be attested.
Only such Debt Securities as shall bear thereon a certificate of  authentication
substantially in the form herein before recited,  executed by the Trustee or the
Authenticating Agent by the manual signature of an authorized officer,  shall be
entitled to the  benefits of this  Indenture or be valid or  obligatory  for any
purpose.  Such certificate by the Trustee or the  Authenticating  Agent upon any
Debt Security executed by the Company shall be conclusive evidence that the Debt
Security so authenticated has been duly  authenticated  and delivered  hereunder
and that the holder is entitled to the benefits of this Indenture.

                                       8
<PAGE>

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

          Every Debt Security shall be dated the date of its authentication.

     SECTION 2.05. Exchange and Registration of Transfer of Debt Securities.
                   ---------------------------------------------------------

          The Company shall cause to be kept, at the office or agency maintained
for the  purpose of  registration  of transfer  and for  exchange as provided in
Section 3.02, a register (the "Debt Security  Register") for the Debt Securities
issued  hereunder in which,  subject to such  reasonable  regulations  as it may
prescribe,  the Company shall provide for the  registration  and transfer of all
Debt  Securities  as provided in this  Article  II.  Such  register  shall be in
written form or in any other form capable of being  converted  into written form
within a reasonable time.

          Debt  Securities to be exchanged may be  surrendered  at the Principal
Office of the Trustee or at any office or agency to be maintained by the Company
for such purpose as provided in Section 3.02, and the Company shall execute, the
Company or the Trustee  shall  register  and the  Trustee or the  Authenticating
Agent shall  authenticate  and make available for delivery in exchange  therefor
the Debt  Security  or Debt  Securities  which  the  Securityholder  making  the
exchange shall be entitled to receive.  Upon due presentment for registration of
transfer of any Debt Security at the  Principal  Office of the Trustee or at any
office or agency of the  Company  maintained  for such  purpose as  provided  in
Section  3.02,  the Company  shall  execute,  the  Company or the Trustee  shall
register and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the  transferee or  transferees a new Debt
Security for a like aggregate principal amount.  Registration or registration of
transfer  of any Debt  Security  by the  Trustee or by any agent of the  Company
appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be
deemed to complete the  registration  or  registration  of transfer of such Debt
Security.

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

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

                                       9
<PAGE>

          The  Company or the  Trustee  shall not be  required  to  exchange  or
register a transfer  of any Debt  Security  for a period of 15 days  immediately
preceding the date of selection of Debt Securities for redemption.

          Notwithstanding the foregoing,  Debt Securities may not be transferred
except in  compliance  with the  restricted  securities  legend set forth below,
unless  otherwise  determined by the Company in accordance  with applicable law,
which legend shall be placed on each Debt Security:

          THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY
OTHER  APPLICABLE  SECURITIES  LAWS.  NEITHER THIS  SECURITY NOR ANY INTEREST OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED  IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C)  PURSUANT TO AN  EXEMPTION
FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT TO AN  "ACCREDITED
INVESTOR"  WITHIN THE MEANING OF  SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF AN "ACCREDITED  INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION  WITH,  ANY  DISTRIBUTION  IN
VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE  EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE
COMPANY'S  RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSES
(C) OR (D) TO REQUIRE  THE  DELIVERY  OF AN OPINION  OF  COUNSEL,  CERTIFICATION
AND/OR OTHER INFORMATION  SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED  FROM THE COMPANY.  THE HOLDER OF THIS SECURITY BY
ITS   ACCEPTANCE   HEREOF   AGREES  THAT  IT  WILL  COMPLY  WITH  THE  FOREGOING
RESTRICTIONS.

          THE  HOLDER  OF  THIS  SECURITY  BY  ITS  ACCEPTANCE   HEREOF  AGREES,
REPRESENTS  AND  WARRANTS  THAT IT  WILL  NOT  ENGAGE  IN  HEDGING  TRANSACTIONS
INVOLVING  THIS SECURITY  UNLESS SUCH  TRANSACTIONS  ARE IN COMPLIANCE  WITH THE
SECURITIES ACT.

          THE HOLDER OF THIS  SECURITY BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,

                                       10
<PAGE>

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

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

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

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

                                       11
<PAGE>

     SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities.
                   -----------------------------------------------------

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

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

          Every  substituted  Debt Security issued pursuant to the provisions of
this  Section  2.06 by  virtue  of the  fact  that  any such  Debt  Security  is
destroyed,  lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Debt Security shall
be  found at any  time,  and  shall  be  entitled  to all the  benefits  of this
Indenture  equally and  proportionately  with any and all other Debt  Securities
duly  issued  hereunder.  All Debt  Securities  shall be held and owned upon the
express condition that, to the extent permitted by applicable law, the foregoing
provisions  are  exclusive  with  respect  to  the  replacement  or  payment  of
mutilated,  destroyed, lost or stolen Debt Securities and shall preclude any and
all other  rights or  remedies  notwithstanding  any law or statute  existing or
hereafter  enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.07. Temporary Debt Securities.
                   --------------------------

          Pending the preparation of definitive Debt Securities, the Company may
execute and the Trustee  shall  authenticate  and make  available  for  delivery
temporary Debt Securities  that are typed,  printed or  lithographed.  Temporary
Debt  Securities  shall  be  issuable  in  any  authorized   denomination,   and
substantially  in the form of the  definitive  Debt  Securities  but  with  such
omissions,  insertions and  variations as may be appropriate  for temporary Debt
Securities,  all as may be determined by the Company.  Every such temporary Debt
Security  shall be executed by the Company and be  authenticated  by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect,  as the definitive Debt  Securities.  Without

                                       12
<PAGE>

unreasonable  delay,  the Company will execute and deliver to the Trustee or the
Authenticating  Agent  definitive  Debt  Securities  and  thereupon  any  or all
temporary  Debt  Securities  may be  surrendered  in exchange  therefor,  at the
Principal  Office of the  Trustee or at any office or agency  maintained  by the
Company for such  purpose as provided  in Section  3.02,  and the Trustee or the
Authenticating  Agent shall  authenticate  and make  available  for  delivery in
exchange for such temporary Debt Securities a like aggregate principal amount of
such definitive Debt  Securities.  Such exchange shall be made by the Company at
its own expense and without any charge  therefor except that in case of any such
exchange involving a registration of transfer the Company may require payment of
a sum sufficient to cover any tax, fee or other governmental  charge that may be
imposed in relation thereto.  Until so exchanged,  the temporary Debt Securities
shall in all respects be entitled to the same benefits  under this  Indenture as
definitive Debt Securities authenticated and delivered hereunder.

     SECTION 2.08. Payment of Interest.
                   --------------------

          Each Debt Security will bear interest at the then applicable  Interest
Rate from and including each Interest  Payment Date or, in the case of the first
interest  period,  the original  date of issuance of such Debt  Security to, but
excluding, the next succeeding Interest Payment Date or, in the case of the last
interest period,  the Redemption Date, Special Redemption Date or Maturity Date,
as applicable,  on the principal  thereof,  on any overdue principal and (to the
extent that payment of such interest is  enforceable  under  applicable  law) on
Deferred  Interest  and  on  any  overdue  installment  of  interest  (including
Defaulted Interest),  payable (subject to the provisions of Article XII) on each
Interest  Payment Date commencing on January 7, 2004.  Interest and any Deferred
Interest on any Debt  Security that is payable,  and is punctually  paid or duly
provided for by the Company,  on any Interest  Payment Date shall be paid to the
Person in whose name said Debt Security (or one or more Predecessor  Securities)
is  registered  at the close of  business  on the  regular  record date for such
interest installment,  except that interest and any Deferred Interest payable on
the Maturity Date shall be paid to the Person to whom  principal is paid. In the
event that any Debt Security or portion thereof is called for redemption and the
redemption  date is  subsequent  to a regular  record  date with  respect to any
Interest Payment Date and prior to such Interest Payment Date,  interest on such
Debt  Security  will  be paid  upon  presentation  and  surrender  of such  Debt
Security.

          Any interest on any Debt Security,  other than Deferred Interest, that
is payable,  but is not punctually paid or duly provided for by the Company,  on
any Interest Payment Date (herein called  "Defaulted  Interest") shall forthwith
cease to be payable to the registered holder on the relevant regular record date
by virtue of having been such holder,  and such Defaulted Interest shall be paid
by the  Company to the  Persons in whose  names such Debt  Securities  (or their
respective Predecessor  Securities) are registered at the close of business on a
special record date for the payment of such Defaulted  Interest,  which shall be
fixed in the following  manner:  the Company shall notify the Trustee in writing
of the  amount  of  Defaulted  Interest  proposed  to be paid on each  such Debt
Security and the date of the proposed payment,  and at the same time the 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  reasonably  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

                                       13
<PAGE>

payment of such Defaulted Interest which shall not be more than fifteen nor less
than ten days prior to the date of the  proposed  payment  and not less than ten
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall  promptly  notify the Company of such special  record date and, in
the name and at the expense of the  Company,  shall cause notice of the proposed
payment of such  Defaulted  Interest and the special  record date therefor to be
mailed,  first  class  postage  prepaid,  to each  Securityholder  at his or her
address  as it  appears in the Debt  Security  Register,  not less than ten days
prior to such  special  record  date.  Notice of the  proposed  payment  of such
Defaulted  Interest and the special  record date therefor  having been mailed as
aforesaid,  such Defaulted  Interest shall be paid to the Persons in whose names
such Debt Securities (or their respective Predecessor Securities) are registered
on such special  record date and  thereafter  the Company  shall have no further
payment obligation in respect of the Defaulted Interest.

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

          The term "regular  record date" as used in this Section shall mean the
fifteenth  day prior to an Interest  Payment  Date whether or not such date is a
Business Day.

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

     SECTION 2.09. Cancellation of Debt Securities Paid, etc.
                   ------------------------------------------

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

     SECTION 2.10. Computation of Interest
                   -----------------------

          (a) The amount of  interest  payable for any  interest  period will be
computed on the basis of a 360-day year and the actual number of days elapsed in
the relevant interest period;  provided,  however, that upon the occurrence of a
Special Event Redemption  pursuant to Section 10.02 the amounts payable pursuant
to this Indenture  shall be calculated as set forth in the definition of Special
Redemption Price.

                                       14
<PAGE>

          (b) LIBOR shall be determined by the  Calculation  Agent in accordance
with the following provisions:

               (1) On the second LIBOR Business Day (provided,  that on such day
          commercial banks are open for business  (including dealings in foreign
          currency  deposits) in London (a "LIBOR Banking  Day"),  and otherwise
          the next  preceding  LIBOR  Business Day that is also a LIBOR  Banking
          Day) prior to January  15,  April 15,  July 15 and October 15 (except,
          with respect to the first interest  payment  period,  on September 30,
          2003),  (each such day, a "LIBOR  Determination  Date"),  LIBOR  shall
          equal the rate, as obtained by the  Calculation  Agent for three-month
          U.S.  Dollar  deposits in Europe,  which appears on Telerate Page 3750
          (as defined in the  International  Swaps and Derivatives  Association,
          Inc.  1991 Interest Rate and Currency  Exchange  Definitions)  or such
          other page as may replace such  Telerate  Page 3750,  as of 11:00 a.m.
          (London  time)  on such  LIBOR  Determination  Date,  as  reported  by
          Bloomberg Financial Markets Commodities News; provided,  however, that
          in the  case of the  first  interest  payment  period,  LIBOR  will be
          interpolated from LIBOR for three-month U.S. Dollar deposits in Europe
          and  LIBOR  for  four-month  U.S.  Dollar  deposits  in  Europe  on  a
          straight-line  basis. "LIBOR Business Day" means any day that is not a
          Saturday, Sunday or other day on which commercial banking institutions
          in New  York,  New York or  Wilmington,  Delaware  are  authorized  or
          obligated  by law or  executive  order to be  closed.  If such rate is
          superseded on Telerate Page 3750 by a corrected rate before 12:00 noon
          (London time) on the same LIBOR Determination Date, the corrected rate
          as so  substituted  will  be  the  applicable  LIBOR  for  that  LIBOR
          Determination Date.

               (2) If,  on any  LIBOR  Determination  Date,  such  rate does not
          appear  on  Telerate  Page 3750 as  reported  by  Bloomberg  Financial
          Markets  Commodities  News or such  other  page  as may  replace  such
          Telerate  Page  3750,  the  Calculation   Agent  shall  determine  the
          arithmetic  mean of the offered  quotations of the Reference Banks (as
          defined  below) to leading  banks in the London  interbank  market for
          three-month U.S. Dollar deposits in Europe (in an amount determined by
          the  Calculation  Agent) by reference to requests for quotations as of
          approximately 11:00 a.m. (London time) on the LIBOR Determination Date
          made by the Calculation Agent to the Reference Banks. If, on any LIBOR
          Determination  Date, at least two of the Reference  Banks provide such
          quotations,  LIBOR shall equal the arithmetic mean of such quotations.
          If, on any LIBOR Determination Date, only one or none of the Reference
          Banks  provide  such a  quotation,  LIBOR  shall be  deemed  to be the
          arithmetic  mean of the offered  quotations  that at least two leading
          banks in the City of New York (as selected by the  Calculation  Agent)
          are quoting on the relevant LIBOR  Determination  Date for three-month
          U.S. Dollar  deposits in Europe at  approximately  11:00 a.m.  (London
          time) (in an amount  determined  by the  Calculation  Agent).  As used
          herein,  "Reference  Banks"  means  four  major  banks  in the  London
          interbank market selected by the Calculation Agent.

                                       15
<PAGE>

               (3) If the  Calculation  Agent  is  required  but  is  unable  to
          determine  a rate in  accordance  with at least one of the  procedures
          provided  above,  LIBOR shall be LIBOR in effect on the previous LIBOR
          Determination  Date  (whether or not LIBOR for such period was in fact
          determined on such LIBOR Determination Date).

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

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

     SECTION 2.11. Extension of Interest Payment Period.
                   -------------------------------------

          So long as no Event of Default has  occurred  and is  continuing,  the
Company shall have the right,  from time to time and without causing an Event of
Default,  to defer payments of interest on the Debt  Securities by extending the
interest payment period on the Debt Securities at any time and from time to time
during the term of the Debt Securities,  for up to twenty consecutive  quarterly
periods (each such extended  interest  payment period,  an "Extension  Period"),
during which  Extension  Period no interest shall be due and payable (except any
Additional Interest that may be due and payable). No Extension Period may end on
a date  other than an  Interest  Payment  Date.  During  any  Extension  Period,
interest  will continue to accrue on the Debt  Securities,  and interest on such
accrued  interest (such accrued interest and interest thereon referred to herein
as "Deferred Interest") will accrue at an annual rate equal to the Interest Rate
in effect for such  Extension  Period,  compounded  quarterly from the date such
Deferred  Interest would have been payable were it not for the Extension Period,
to the extent  permitted by law. No interest or Deferred  Interest  shall be due
and payable during an Extension Period, except at the end thereof. At the end of
any such  Extension  Period the Company  shall pay all  Deferred  Interest  then
accrued and unpaid on the Debt Securities;  provided, however, that no Extension
Period may extend beyond the Maturity Date; and provided further,  however, that
during  any  such  Extension  Period,  the  Company  shall  be  subject  to  the
restrictions  set  forth  in  Section  3.08  of  this  Indenture.  Prior  to the
termination of any Extension Period, the Company may further extend such period,
provided,  that  such  period  together  with  all  such  previous  and  further
consecutive  extensions  thereof shall not exceed twenty  consecutive  quarterly
periods,  or extend  beyond  the  Maturity  Date.  Upon the  termination  of any
Extension Period and upon the payment of all Deferred Interest,  the Company may
commence a new  Extension  Period,  subject

                                       16
<PAGE>

to the foregoing  requirements.  The Company must give the Trustee notice of its
election to begin such  Extension  Period at least one Business Day prior to the
earlier of (i) the next succeeding date on which interest on the Debt Securities
would have been payable except for the election to begin such  Extension  Period
or (ii) the date such  interest is payable,  but in any event not later than the
related  regular  record date.  The Trustee  shall give notice of the  Company's
election to begin a new Extension Period to the Securityholders.

     SECTION 2.12. CUSIP Numbers.
                   --------------

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

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

     SECTION 3.01. Payment of Principal,  Premium and Interest; Agreed Treatment
                   -------------------------------------------------------------
of the Debt Securities.
-----------------------

          (a) The Company  covenants and agrees that it will duly and punctually
pay or cause to be paid all payments due on the Debt Securities at the place, at
the respective  times and in the manner  provided in this Indenture and the Debt
Securities.  At the option of the Company,  each  installment of interest on the
Debt  Securities may be paid (i) by mailing checks for such interest  payable to
the order of the holders of Debt Securities  entitled  thereto as they appear on
the Debt  Security  Register  or (ii) by wire  transfer  to any  account  with a
banking  institution  located in the United States  designated by such Person to
the Paying Agent no later than the related record date.

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

          (c) As of the date of this Indenture,  the Company has no intention to
exercise its right under Section 2.11 to defer  payments of interest on the Debt
Securities by commencing an Extension Period.

          (d) As of the date of this  Indenture,  the Company  believes that the
likelihood that it would exercise its right under Section 2.11 to defer payments
of interest on the Debt Securities by commencing an Extension Period at any time
during  which the Debt  Securities  are

                                       17
<PAGE>

outstanding is remote because of the  restrictions  that would be imposed on the
Company's ability to declare or pay dividends or distributions on, or to redeem,
purchase or make a liquidation  payment with respect to, any of its  outstanding
equity and on the  Company's  ability to make any  payments of  principal  of or
interest on, or repurchase or redeem,  any of its debt securities that rank pari
passu in all respects with (or junior in interest to) the Debt Securities.

     SECTION 3.02. Offices for Notices and Payments, etc.
                   --------------------------------------

          So long as any of the Debt Securities remain outstanding,  the Company
will maintain in  Wilmington,  Delaware or in an office or agency where the Debt
Securities  may be  presented  for  payment,  an office or agency where the Debt
Securities  may be presented  for  registration  of transfer and for exchange as
provided in this  Indenture and an office or agency where notices and demands to
or upon the Company in respect of the Debt  Securities or of this  Indenture may
be served.  The Company will give to the Trustee  written notice of the location
of any such  office  or agency  and of any  change of  location  thereof.  Until
otherwise  designated  from  time to  time by the  Company  in a  notice  to the
Trustee, or specified as contemplated by Section 2.05, such office or agency for
all of the above purposes shall be the Principal Office of the Trustee.  In case
the  Company  shall fail to maintain  any such  office or agency in  Wilmington,
Delaware or shall fail to give such  notice of the  location or of any change in
the location  thereof,  presentations and demands may be made and notices may be
served at the Principal Office of the Trustee.

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

     SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office.
                   ---------------------------------------------------

          The  Company,  whenever  necessary  to avoid or fill a vacancy  in the
office of Trustee,  will  appoint,  in the manner  provided in Section  6.09,  a
Trustee, so that there shall at all times be a Trustee hereunder.

     SECTION 3.04. Provision as to Paying Agent.
                   -----------------------------

          (a) If the  Company  shall  appoint  a  Paying  Agent  other  than the
Trustee,  it will cause such Paying  Agent to execute and deliver to the Trustee
an instrument  in which such agent shall agree with the Trustee,  subject to the
provision of this Section 3.04:;

               (1) that it will hold all sums  held by it as such  agent for the
          payment of all payments due on the Debt Securities  (whether such sums
          have been paid to it by the  Company  or by any other  obligor  on the
          Debt  Securities)  in trust for the benefit of the holders of the Debt
          Securities;

                                       18
<PAGE>

               (2) that it will give the Trustee  prompt  written  notice of any
          failure  by  the  Company  (or  by  any  other  obligor  on  the  Debt
          Securities) to make any payment on the Debt  Securities  when the same
          shall be due and payable; and

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

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

          Whenever the Company shall have one or more Paying Agents for the Debt
Securities,  it will,  on or prior to each due date of the  payments on the Debt
Securities,  deposit with a Paying Agent a sum sufficient to pay all payments so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled thereto and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee in writing of its action or failure to act.

          (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company  may, at any time,  for the  purpose of  obtaining  a  satisfaction  and
discharge with respect to the Debt Securities,  or for any other reason, pay, or
direct  any  Paying  Agent to pay to the  Trustee  all sums held in trust by the
Company or any such Paying  Agent,  such sums to be held by the Trustee upon the
same terms and conditions herein contained.

          (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement  to hold sums in trust as provided in this  Section 3.04 is subject to
Sections 12.03 and 12.04.

          (e) The Company hereby initially appoints the Trustee to act as Paying
Agent (the "Paying Agent").

     SECTION 3.05. Certificate to Trustee.
                   -----------------------

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

     SECTION 3.06. Additional Interest.
                   --------------------

          If and for so long as the Trust is the  holder of all Debt  Securities
and is subject to or otherwise  required to pay, or is required to withhold from
distributions  to holders of Trust

                                       19
<PAGE>

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

     SECTION 3.07. Compliance with Consolidation Provisions.
                   -----------------------------------------

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

     SECTION 3.08. Limitation on Dividends.
                   ------------------------

          If Debt  Securities are initially  issued to the Trust or a trustee of
such Trust in  connection  with the  issuance of Trust  Securities  by the Trust
(regardless  of whether Debt  Securities  continue to be held by such Trust) and
(i) there shall have occurred and be  continuing  an Event of Default,  (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee or (iii) the Company shall have given notice of
its election to defer  payments of interest on the Debt  Securities by extending
the interest payment period as provided herein and such period, or any extension
thereof,  shall have commenced and be  continuing,  then the Company may 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 or (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 in all respects with or junior in interest to the Debt  Securities  (other
than (a)  repurchases,  redemptions or other  acquisitions  of shares of capital
stock of the Company (I) in connection  with any  employment  contract,  benefit
plan  or  other  similar  arrangement  with or for  the  benefit  of one or more
employees,  officers,  directors  or  consultants,  (II)  in  connection  with a
dividend  reinvestment or stockholder stock purchase plan or (III) in connection
with the  issuance of capital  stock of the Company (or  securities  convertible
into or exercisable for such capital stock),  as consideration in an acquisition
transaction  entered into prior to the  occurrence  of (i),

                                       20
<PAGE>

(ii) or (iii) above,  (b) as a result of any exchange or conversion of any class
or series of the  Company's  capital stock (or any capital stock of a subsidiary
of the Company) for any class or series of the Company's capital stock or of any
class or series  of the  Company's  indebtedness  for any class or series of the
Company's  capital stock, (c) the purchase of fractional  interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such  capital  stock or the  security  being  converted  or  exchanged,  (d) any
declaration of a dividend in connection with any  stockholder's  rights plan, or
the issuance of rights,  stock or other property under any stockholder's  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).

     SECTION 3.09. Covenants as to the Trust.
                   --------------------------

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

                                   ARTICLE IV

                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     SECTION 4.01. Securityholders' Lists.
                   -----------------------

          The Company  covenants  and agrees that it will furnish or cause to be
furnished to the Trustee:

          (a) on each regular record date for an Interest  Payment Date, a list,
in such form as the Trustee may reasonably  require,  of the names and addresses
of the Securityholders of the Debt Securities as of such record date; 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;

          (c) except  that no such lists need be  furnished  under this  Section
4.01 so long as the Trustee is in possession  thereof by reason of its acting as
Debt Security registrar.

                                       21
<PAGE>

     SECTION 4.02. Preservation and Disclosure of Lists.
                   -------------------------------------

          (a) The Trustee shall preserve,  in as current a form as is reasonably
practicable,  all  information  as to the names and  addresses of the holders of
Debt  Securities  (1)  contained  in the most  recent  list  furnished  to it as
provided  in  Section  4.01  or (2)  received  by it in  the  capacity  of  Debt
Securities registrar (if so acting) hereunder.  The Trustee may destroy any list
furnished  to it as  provided  in  Section  4.01 upon  receipt  of a new list so
furnished.

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

               (1) afford such applicants access to the information preserved at
          the  time  by  the  Trustee  in  accordance  with  the  provisions  of
          subsection (a) of this Section 4.02, or

               (2)  inform  such  applicants  as to the  approximate  number  of
          holders of Debt  Securities  whose names and  addresses  appear in the
          information  preserved at the time by the Trustee in  accordance  with
          the  provisions of subsection  (a) of this Section 4.02, and as to the
          approximate cost of mailing to such  Securityholders the form of proxy
          or other communication, if any, specified in such application.

          If the Trustee  shall elect not to afford  such  applicants  access to
such  information,   the  Trustee  shall,  upon  the  written  request  of  such
applicants,  mail to each  Securityholder  of Debt  Securities  whose  name  and
address  appear  in the  information  preserved  at the time by the  Trustee  in
accordance  with the provisions of subsection (a) of this Section 4.02 a copy of
the form of proxy or other communication which is specified in such request with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment,  or provision  for the payment,  of the  reasonable  expenses of
mailing,  unless  within five days after such tender,  the Trustee shall mail to
such  applicants  and file  with the  Securities  and  Exchange  Commission,  if
permitted or required by applicable law, together with a copy of the material to
be  mailed,  a written  statement  to the  effect  that,  in the  opinion of the
Trustee,  such mailing would be contrary to the best interests of the holders of
all Debt Securities,  as the case may be, or would be in violation of applicable
law. Such written  statement  shall  specify the basis of such opinion.  If said
Commission,  as permitted or required by applicable law, after opportunity for a
hearing upon the objections  specified in the written statement so filed,  shall
enter an order refusing to sustain any of such objections or if, after the entry
of an order  sustaining one or more of such  objections,  said Commission  shall
find,  after notice and  opportunity  for hearing,  that all the  objections  so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail  copies  of such  material  to all  such  Securityholders  with  reasonable
promptness  after  the  entry of such

                                       22
<PAGE>

order and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

          (c) Each and every holder of Debt Securities, by receiving and holding
the same,  agrees with the Company and the Trustee  that neither the Company nor
the Trustee  nor any Paying  Agent  shall be held  accountable  by reason of the
disclosure of any such  information as to the names and addresses of the holders
of Debt  Securities in accordance  with the provisions of subsection (b) of this
Section 4.02,  regardless of the source from which such information was derived,
and that the  Trustee  shall not be held  accountable  by reason of mailing  any
material pursuant to a request made under said subsection (b).

                                   ARTICLE V

      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

     SECTION 5.01. Events of Default.
                   ------------------

          (a) The following  events shall be "Events of Default" with respect to
Debt Securities:

          (b) the Company  defaults in the payment of any interest upon any Debt
Security when it becomes due and payable,  and continuance of such default for a
period of 30 days;  for the  avoidance  of doubt,  an  extension of any interest
payment period by the Company in accordance  with Section 2.11 of this Indenture
shall not constitute a default under this clause 5.01(a); or

          (c) the  Company  defaults  in the  payment  of all or any part of the
principal of (or premium,  if any, on) any Debt  Securities as and when the same
shall become due and payable either at maturity, upon redemption, by declaration
of acceleration pursuant to Section 5.01 of this Indenture or otherwise; or

          (d) the Company  defaults in the performance  of, or breaches,  any of
its  covenants  or  agreements  in  Sections  3.06,  3.07,  3.08 or 3.09 of this
Indenture (other than a covenant or agreement a default in whose  performance or
whose  breach  is  elsewhere  in this  Section  specifically  dealt  with),  and
continuance  of such  default or breach for a period of 90 days after  there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company  and the  Trustee by the  holders of not less than 25% in  aggregate
principal amount of the outstanding Debt Securities, a written notice specifying
such  default or breach and  requiring  it to be remedied  and stating that such
notice is a "Notice of Default' hereunder; or

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

                                       23
<PAGE>

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

          the  Trust  shall  have  voluntarily  or   involuntarily   liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection  with (1) the  distribution  of the Debt Securities to holders of the
Trust  Securities  in  liquidation  of their  interests  in the  Trust,  (2) the
redemption of all of the outstanding  Trust  Securities or (3) certain  mergers,
consolidations or amalgamations, each as permitted by the Declaration.

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

          The foregoing  provisions,  however, are subject to the condition that
if, at any time after the  principal of the Debt  Securities  shall have been so
declared due and  payable,  and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided,  (i)
the Company shall pay or shall deposit with the Trustee a sum  sufficient to pay
all  matured  installments  of  interest  upon all the Debt  Securities  and all
payments on the Debt  Securities  which shall have become due otherwise  than by
acceleration (with interest upon all such payments and Deferred Interest, to the
extent  permitted  by law) and such  amount  as  shall  be  sufficient  to cover
reasonable  compensation  to the Trustee  and each  predecessor  Trustee,  their
respective  agents,  attorneys  and  counsel,  and all other  amounts due to the
Trustee  pursuant to Section  6.06, if any, and (ii) all Events of Default under
this  Indenture,  other than the  non-payment of the payments on Debt Securities
which shall have become due by  acceleration,  shall have been cured,  waived or
otherwise  remedied as provided herein,  then and in every such case the holders
of a  majority  in  aggregate  principal  amount  of the  Debt  Securities  then
outstanding,  by written notice to the Company and to the Trustee, may waive all
defaults and rescind and annul such  declaration  and its  consequences,  but no
such waiver or  rescission  and  annulment  shall  extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

          In case the Trustee  shall have  proceeded  to enforce any right under
this Indenture and such  proceedings  shall have been  discontinued or abandoned
because of such  rescission  or  annulment or for any other reason or shall have
been  determined  adversely  to the  Trustee,  then and in every  such  case the
Company,  the Trustee and the holders of the Debt  Securities  shall be restored
respectively to their several  positions and rights  hereunder,  and all rights,
remedies  and

                                       24
<PAGE>

powers of the Company,  the Trustee and the holders of the Debt Securities shall
continue as though no such proceeding had been taken.

     SECTION 5.02. Payment of Debt Securities on Default; Suit Therefor.
                   -----------------------------------------------------

          The Company  covenants that upon the occurrence of an Event of Default
pursuant  to clause  5.01(a)  or 5.01(b)  and upon  demand of the  Trustee,  the
Company  will pay to the  Trustee,  for the  benefit of the  holders of the Debt
Securities,  the whole amount that then shall have become due and payable on all
Debt Securities including Deferred Interest accrued on the Debt Securities; and,
in addition  thereto,  such further  amount as shall be  sufficient to cover the
costs and expenses of  collection,  including a reasonable  compensation  to the
Trustee,  its agents,  attorneys  and counsel,  and any other amounts due to the
Trustee under Section 6.06. In case the Company shall fail forthwith to pay such
amounts  upon such  demand,  the  Trustee,  in its own name and as trustee of an
express  trust,  shall be entitled and  empowered  to  institute  any actions or
proceedings  at law or in  equity  for  the  collection  of the  sums so due and
unpaid,  and may  prosecute  any such action or  proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any other obligor on such Debt  Securities and collect in the manner provided by
law out of the  property  of the  Company  or any  other  obligor  on such  Debt
Securities wherever situated the moneys adjudged or decreed to be payable.

          In case there shall be pending  proceedings  for the bankruptcy or for
the  reorganization  of the Company or any other obligor on the Debt  Securities
under Bankruptcy Law, or in case a receiver or trustee shall have been appointed
for the  property  of the Company or such other  obligor,  or in the case of any
other similar judicial proceedings relative to the Company or other obligor upon
the Debt  Securities,  or to the  creditors  or  property of the Company or such
other obligor,  the Trustee,  irrespective  of whether the principal of the Debt
Securities shall then be due and payable as therein  expressed or by declaration
of acceleration or otherwise and  irrespective of whether the Trustee shall have
made any demand  pursuant  to the  provisions  of this  Section  5.02,  shall be
entitled and empowered,  by  intervention in such  proceedings or otherwise,  to
file and prove a claim or claims for the whole amount of principal  and interest
owing and unpaid in respect of the Debt  Securities and, in case of any judicial
proceedings,  to file such proofs of claim and other  papers or documents as may
be necessary or advisable in order to have the claims of the Trustee  (including
any  claim for  reasonable  compensation  to the  Trustee  and each  predecessor
Trustee,   and  their  respective  agents,   attorneys  and  counsel,   and  for
reimbursement of all other amounts due to the Trustee under Section 6.06) and of
the Securityholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Debt Securities,  or to the creditors or property of
the Company or such other  obligor,  unless  prohibited  by  applicable  law and
regulations,  to vote on behalf of the  holders  of the Debt  Securities  in any
election  of a trustee  or a standby  trustee  in  arrangement,  reorganization,
liquidation or other bankruptcy or insolvency  proceedings or Person  performing
similar  functions  in  comparable  proceedings,  and to collect and receive any
moneys or other  property  payable or  deliverable  on any such  claims,  and to
distribute  the same after the  deduction of its charges and  expenses;  and any
receiver,  assignee  or  trustee  in  bankruptcy  or  reorganization  is  hereby
authorized by each of the  Securityholders to make such payments to the Trustee,
and, in the event that the Trustee  shall consent to the making of such payments
directly to the Securityholders,  to pay to the Trustee such amounts as shall be
sufficient to cover  reasonable

                                       25
<PAGE>

compensation  to the  Trustee,  each  predecessor  Trustee and their  respective
agents,  attorneys  and counsel,  and all other amounts due to the Trustee under
Section 6.06.

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

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

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

     SECTION 5.03. Application of Moneys Collected by Trustee.
                   -------------------------------------------

          Any moneys  collected by the Trustee shall be applied in the following
order,  at the date or dates fixed by the Trustee for the  distribution  of such
moneys,  upon  presentation  of the several Debt  Securities in respect of which
moneys have been collected,  and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

          First:  To  the  payment  of  costs  and  expenses  incurred  by,  and
reasonable fees of, the Trustee,  its agents,  attorneys and counsel, and of all
other amounts due to the Trustee under Section 6.06;

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

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

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

     SECTION 5.04. Proceedings by Securitvholders.
                   -------------------------------

          No holder of any Debt  Security  shall have any right to institute any
suit,  action  or  proceeding  for any  remedy  hereunder,  unless  such  holder
previously shall have given to the Trustee written notice of an Event of Default
with respect to the Debt  Securities and unless the holders of not less than 25%
in aggregate principal amount of the Debt Securities then outstanding shall have
given the Trustee a written request to institute such action, suit or

                                       26
<PAGE>

proceeding and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs,  expenses and liabilities to be incurred thereby,
and the Trustee for 60 days after its receipt of such notice,  request and offer
of indemnity shall have failed to institute any such action, suit or proceeding;
provided,  that no holder of Debt  Securities  shall have any right to prejudice
the rights of any other holder of Debt Securities, obtain priority or preference
over any other such holder or enforce any right under this  Indenture  except in
the manner herein provided and for the equal,  ratable and common benefit of all
holders of Debt Securities.

          Notwithstanding any other provisions in this Indenture,  however,  the
right of any holder of any Debt Security to receive payment of the principal of,
premium,  if any, and interest on such Debt  Security  when due, or to institute
suit for the enforcement of any such payment,  shall not be impaired or affected
without the consent of such holder.  For the protection  and  enforcement of the
provisions of this Section,  each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

     SECTION 5.05. Proceedings by Trustee.
                   -----------------------

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

     SECTION 5.06. Remedies Cumulative and Continuing.
                   -----------------------------------

          Except as otherwise  provided in Section 2.06, all powers and remedies
given by this Article V to the Trustee or to the  Securityholders  shall, to the
extent  permitted by law, be deemed  cumulative  and not  exclusive of any other
powers  and  remedies  available  to the  Trustee  or the  holders  of the  Debt
Securities,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise  established  with  respect  to the Debt  Securities,  and no delay or
omission  of the  Trustee  or of any  holder  of any of the Debt  Securities  to
exercise any right or power  accruing  upon any Event of Default  occurring  and
continuing  as  aforesaid  shall  impair  any such  right or power,  or shall be
construed to be a waiver of any such default or an  acquiescence  therein;  and,
subject to the provisions of Section 5.04,  every power and remedy given by this
Article V or by law to the Trustee or to the  Securityholders  may be  exercised
from time to time, and as often as shall be deemed expedient,  by the Trustee or
by the Securityholders.

     SECTION 5.07.  Direction of Proceedings  and Waiver of Defaults by Majority
                   -------------------------------------------------------------
of Securityholders.
-------------------

          The holders of a majority in  aggregate  principal  amount of the Debt
Securities affected (voting as one class) at the time outstanding shall have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the Trustee,  or exercising any trust or power conferred on
the  Trustee  with  respect to such Debt  Securities;

                                       27
<PAGE>

provided,  however, that (subject to the provisions of Section 6.01) the Trustee
shall  have the right to decline to follow  any such  direction  if the  Trustee
shall determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such  direction  or if the Trustee  being  advised by
counsel determines that the action or proceeding so directed may not lawfully be
taken or if a Responsible Officer of the Trustee shall determine that the action
or  proceedings  so directed  would  involve the Trustee in personal  liability.
Prior to any declaration  accelerating the maturity of the Debt Securities,  the
holders of a majority in aggregate  principal  amount of the Debt  Securities at
the time  outstanding may on behalf of the holders of all of the Debt Securities
waive (or modify any previously  granted waiver of) any past default or Event of
Default and its  consequences,  except a default (a) in the payment of principal
of, premium,  if any, or interest on any of the Debt Securities,  (b) in respect
of covenants or  provisions  hereof which cannot be modified or amended  without
the consent of the holder of each Debt Security  affected,  or (c) in respect of
the covenants  contained in Section 3.09;  provided,  however,  that if the Debt
Securities  are held by the Trust or a trustee  of such  trust,  such  waiver or
modification  to such  waiver  shall not be  effective  until the  holders  of a
majority in  liquidation  preference of the Trust  Securities of the Trust shall
have consented to such waiver or modification to such waiver; provided, further,
that if the consent of the holder of each outstanding Debt Security is required,
such waiver shall not be effective until each holder of the Trust  Securities of
the Trust shall have consented to such waiver. Upon any such waiver, the default
covered  thereby shall be deemed to be cured for all purposes of this  Indenture
and the  Company,  the Trustee and the holders of the Debt  Securities  shall be
restored to their former positions and rights  hereunder,  respectively;  but no
such waiver shall extend to any  subsequent or other default or Event of Default
or impair any right consequent thereon. Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section 5.07, said default
or Event of  Default  shall for all  purposes  of the Debt  Securities  and this
Indenture be deemed to have been cured and to be not continuing.

     SECTION 5.08. Notice of Defaults.
                   -------------------

          The Trustee shall,  within 90 days after a Responsible  Officer of the
Trustee shall have actual knowledge or received written notice of the occurrence
of a default with respect to the Debt Securities,  mail to all  Securityholders,
as the  names  and  addresses  of such  holders  appear  upon the Debt  Security
Register,  notice of all defaults with respect to the Debt  Securities  known to
the  Trustee,  unless such  defaults  shall have been cured before the giving of
such notice (the term  "defaults"  for the  purpose of this  Section  5.08 being
hereby defined to be the events  specified in subsections (a), (b), (c), (d) and
(e) of Section  5.01,  not  including  periods of grace,  if any,  provided  for
therein);  provided,  that,  except in the case of default in the payment of the
principal of, premium,  if any, or interest on any of the Debt  Securities,  the
Trustee  shall be  protected  in  withholding  such  notice  if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders.

     SECTION 5.09. Undertaking to Pay Costs.
                   -------------------------

          All  parties  to this  Indenture  agree,  and each  holder of any Debt
Security by such  holder's  acceptance  thereof  shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee,  the filing by any party

                                       28
<PAGE>

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 and expenses,  against any party litigant in such suit,  having
due regard to the merits and good faith of the claims or  defenses  made by such
party  litigant;  but the provisions of this Section 5.09 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder, or
group of  Securityholders,  holding in the aggregate  more than 10% in principal
amount of the Debt  Securities  outstanding,  or to any suit  instituted  by any
Securityholder  for the  enforcement  of the  payment  of the  principal  of (or
premium,  if any) or  interest  on any Debt  Security  against the Company on or
after the same shall have become due and payable.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

     SECTION 6.01. Duties and Responsibilities of Trustee.
                   ---------------------------------------

          With respect to the holders of Debt Securities issued  hereunder,  the
Trustee, prior to the occurrence of an Event of Default with respect to the Debt
Securities  and after the curing or  waiving of all Events of Default  which may
have occurred,  with respect to the Debt Securities,  undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture.  In
case an Event of Default with respect to the Debt Securities has occurred (which
has not been cured or waived) the Trustee shall  exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in  their  exercise,  as a  prudent  person  would  exercise  or use  under  the
circumstances in the conduct of such person's own affairs.

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

          (a) prior to the occurrence of an Event of Default with respect to the
Debt  Securities  and after the curing or waiving of all Events of Default which
may have occurred

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

               (2) in the absence of bad faith on the part of the  Trustee,  the
          Trustee may  conclusively  rely, as to the truth of the statements and
          the  correctness  of  the  opinions   expressed   therein,   upon  any
          certificates  or opinions  furnished to the Trustee and  conforming to
          the  requirements  of this  Indenture;  but,  in the  case of any such
          certificates   or  opinions   which  by  any   provision   hereof  are
          specifically  required to be  furnished  to the  Trustee,  the Trustee
          shall be under a duty to

                                       29
<PAGE>

          examine  the same to  determine  whether or not they  conform on their
          face to the requirements of this Indenture;

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

          (c) the Trustee  shall not be liable with  respect to any action taken
or omitted to be taken by it in good faith,  in accordance with the direction of
the  Securityholders  pursuant to Section 5.07, 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;

          (d) the Trustee shall not be charged with  knowledge of any Default or
Event of  Default  with  respect  to the Debt  Securities  unless  either  (1) a
Responsible  Officer  shall have actual  knowledge  of such  Default or Event of
Default or (2)  written  notice of such  Default or Event of Default  shall have
been  given to the  Trustee  by the  Company  or any other  obligor  on the Debt
Securities  or by any holder of the Debt  Securities,  except with respect to an
Event of Default pursuant to Sections 5.01 (a) or 5.01 (b) hereof (other than an
Event of  Default  resulting  from the  default  in the  payment  of  Additional
Interest or premium,  if any, if the Trustee  does not have actual  knowledge or
written notice that such payment is due and payable), of which the Trustee shall
be deemed to have knowledge; and

          (e) in the  absence  of bad  faith  on the  part of the  Trustee,  the
Trustee may seek and rely on reasonable instructions from the Company.

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

     SECTION 6.02. Reliance on Documents, Opinions, etc.
                   -------------------------------------

          Except as otherwise provided in Section 6.01:

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

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

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

                                       30
<PAGE>

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

          (e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and  reasonably  believed by it to be  authorized or within the
discretion  or rights or powers  conferred  upon it by this  Indenture;  nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default with respect to the Debt Securities  (that has
not been cured or waived) to exercise with respect to the Debt  Securities  such
of the  rights and powers  vested in it by this  Indenture,  and to use the same
degree of care and skill in their  exercise,  as a prudent person would exercise
or use under the circumstances in the conduct of such person's 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,  consent,  order, approval,  bond, debenture,
coupon or other paper or document,  unless  requested in writing to do so by the
holders of not less than a majority in principal  amount of the outstanding Debt
Securities  affected thereby;  provided,  however,  that if the payment within a
reasonable time to the Trustee of the costs,  expenses or liabilities  likely to
be incurred by it in the making of such  investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this  Indenture,  the  Trustee  may  require  reasonable  indemnity
against such expense or liability as a condition to so proceeding; 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  (including
any Authenticating Agent) or attorneys, and the Trustee shall not be responsible
for any  misconduct  or  negligence  on the part of any such  agent or  attorney
appointed by it with due care.

     SECTION 6.03. No Responsibility for Recitals, etc.
                   ------------------------------------

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

     SECTION 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents
                   -------------------------------------------------------------
or Registrar May Own Debt Securities.
-------------------------------------


          The  Trustee or any  Authenticating  Agent or any Paying  Agent or any
transfer  agent or any Debt Security  registrar,  in its individual or any other
capacity,  may  become the

                                       31
<PAGE>

owner or pledgee  of Debt  Securities  with the same  rights it would have if it
were not Trustee,  Authenticating  Agent,  Paying Agent,  transfer agent or Debt
Security registrar.

     SECTION 6.05. Moneys to be Held in Trust.
                   ---------------------------

          Subject to the provisions of Section 12.04, all moneys received by the
Trustee or any Paying Agent shall, until used or applied as herein provided,  be
held in trust for the  purpose  for which  they were  received,  but need not be
segregated  from other funds  except to the extent  required by law. The Trustee
and any Paying  Agent  shall be under no  liability  for  interest  on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of  Default  shall  have  occurred  and be  continuing,  all
interest allowed on any such moneys,  if any, shall be paid from time to time to
the Company upon the written order of the Company, signed by the Chairman of the
Board  of  Directors,  the  President,  the  Chief  Operating  Officer,  a  Vice
President, the Treasurer or an Assistant Treasurer of the Company.

     SECTION 6.06. Compensation and Expenses of Trustee.
                   -------------------------------------

          The Company  covenants  and agrees to pay to the Trustee  from time to
time, and the Trustee shall be entitled to, such compensation as shall be agreed
to in writing between the Company and the Trustee,  subject to the Fee Agreement
(which  shall  not  be  limited  by  any  provision  of  law  in  regard  to the
compensation  of a trustee of an express  trust),  and the  Company  will pay or
reimburse  the Trustee upon its written  request for all  documented  reasonable
expenses,  disbursements  and  advances  incurred  or  made  by the  Trustee  in
accordance  with any of the  provisions  of this  Indenture,  subject to the Fee
Agreement (including the reasonable compensation and the reasonable expenses and
disbursements  of its counsel and of all  Persons not  regularly  in its employ)
except any such expense, disbursement or advance that arises from its negligence
or bad faith.  The  Company  also  covenants  to  indemnify  each of the Trustee
(including  in its  individual  capacity) and any  predecessor  Trustee (and its
officers, agents, directors and employees) for, and to hold it harmless against,
any and all loss,  damage,  claim,  liability or expense  including taxes (other
than taxes based on the income of the Trustee),  except to the extent such loss,
damage, claim,  liability or expense results from the negligence or bad faith of
such  indemnitee,  arising  out  of or in  connection  with  the  acceptance  or
administration  of this Trust,  including  the costs and  expenses of  defending
itself  against any claim or liability in the premises.  The  obligations of the
Company under this Section 6.06 to  compensate  and indemnify the Trustee and to
pay or reimburse the Trustee for documented expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional indebtedness
shall  be  secured  by a lien  prior  to that of the  Debt  Securities  upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the benefit of the holders of particular Debt Securities.

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

                                       32
<PAGE>

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

     SECTION 6.07. Officers' Certificate as Evidence.
                   ----------------------------------

          Except as otherwise  provided in Sections  6.01 and 6.02,  whenever in
the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action  hereunder,  such matter  (unless other  evidence in respect
thereof be herein specifically  prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee,  be deemed to be  conclusively  proved and
established  by an Officers'  Certificate  delivered  to the  Trustee,  and such
certificate,  in the  absence  of  negligence  or bad  faith  on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

     SECTION 6.08. Eligibility of Trustee.
                   -----------------------

          The Trustee  hereunder  shall at all times be a U.S.  Person that is a
banking corporation or national  association  organized and doing business under
the laws of the United States of America or any state thereof or of the District
of Columbia and authorized  under such laws to exercise  corporate trust powers,
having a combined  capital and surplus of at least fifty  million  U.S.  dollars
($50,000,000)  and subject to supervision or examination by federal,  state,  or
District of Columbia  authority.  If such  corporation  or national  association
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  6.08  the  combined  capital  and  surplus  of such
corporation or national  association  shall be deemed to be its combined capital
and surplus as set forth in its most recent records of condition so published.

          The  Company  may  not,  nor may any  Person  directly  or  indirectly
controlling,  controlled by, or under common control with the Company,  serve as
Trustee,  notwithstanding that such corporation or national association shall be
otherwise eligible and qualified under this Article.

          In  case at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions of this Section 6.08,  the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.09.

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

     SECTION 6.09. Resignation or Removal of Trustee,  Calculation Agent, Paying
                   -------------------------------------------------------------
Agent or Debt Security Register.
--------------------------------

          (a) The Trustee, or any trustee or trustees hereafter  appointed,  the
Calculation  Agent,  the Paying Agent and any Debt Security  Register may at any
time resign by giving written  notice of such  resignation to the Company and by
mailing notice  thereof,  at the Company's  expense,  to the holders of the Debt
Securities  at  their  addresses  as they  shall  appear

                                       33
<PAGE>

on the Debt Security  Register.  Upon receiving such notice of resignation,  the
Company shall promptly appoint a successor or successors by written  instrument,
in  duplicate,  executed by order of its Board of  Directors,  one copy of which
instrument  shall  be  delivered  to the  resigning  party  and one  copy to the
successor.  If no  successor  shall  have been so  appointed  and have  accepted
appointment  within 30 days after the mailing of such notice of  resignation  to
the  affected  Securityholders,  the  resigning  party may petition any court of
competent jurisdiction for the appointment of a successor, or any Securityholder
who has been a bona fide  holder of a Debt  Security or Debt  Securities  for at
least six months may,  subject to the  provisions  of Section 5.09, on behalf of
himself or herself and all others  similarly  situated,  petition any such court
for the appointment of a successor. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor.

          (b) In case at any time any of the following shall occur -

               (1) the Trustee  shall fail to comply with the  provisions of the
          last paragraph of Section 6.08 after written  request  therefor by the
          Company or by any  Securityholder who has been a bona fide holder of a
          Debt Security or Debt Securities for at least six months,

               (2) the Trustee shall cease to be eligible in accordance with the
          provisions  of  Section  6.08 and shall fail to resign  after  written
          request therefor by the Company or by any such Securityholder, or

               (3) 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,  the  Company  may remove the  Trustee  and  appoint a
successor Trustee by written instrument, in duplicate,  executed by order of the
Board of  Directors,  one copy of which  instrument  shall be  delivered  to the
Trustee so removed and one copy to the  successor  Trustee,  or,  subject to the
provisions of Section 5.09, if no successor Trustee shall have been so appointed
and have accepted  appointment  within 30 days of the  occurrence of any of (1),
(2) or (3) above, any  Securityholder  who has been a bona fide holder of a Debt
Security or Debt Securities for at least six months may, on behalf of himself or
herself  and all others  similarly  situated,  petition  any court of  competent
jurisdiction  for the removal of the Trustee and the  appointment of a successor
Trustee.  Such court may  thereupon,  after such notice,  if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor Trustee.

          (c) Upon prior  written  notice to the  Company and the  Trustee,  the
holders of a majority in aggregate  principal  amount of the Debt  Securities at
the time outstanding may at any time remove the Trustee and nominate a successor
Trustee,  which shall be deemed appointed as successor Trustee unless within ten
Business Days after such nomination the Company objects  thereto,  in which case
or in the case of a failure by such holders to nominate a successor Trustee, the
Trustee so  removed or any  Securityholder,  upon the terms and  conditions  and
otherwise as in subsection (a) of this Section 6.09  provided,  may petition any
court of competent jurisdiction for an appointment of a successor.

                                       34
<PAGE>

          (d) Any resignation or removal of the Trustee,  the Calculation Agent,
the Paying Agent and any Debt Security  Register and  appointment of a successor
pursuant to any of the  provisions  of this Section 6.09 shall become  effective
upon acceptance of appointment by the successor as provided in Section 6.10.

     SECTION 6.10. Acceptance by Successor.
                   ------------------------

          Any  successor  Trustee,  Calculation  Agent,  Paying  Agent  or  Debt
Security  Register   appointed  as  provided  in  Section  6.09  shall  execute,
acknowledge  and  deliver to the Company and to its  predecessor  an  instrument
accepting such appointment  hereunder,  and thereupon the resignation or removal
of the retiring  party shall become  effective and such  successor,  without any
further  act,  deed or  conveyance,  shall  become  vested  with all the rights,
powers,  duties  and  obligations  with  respect to the Debt  Securities  of its
predecessor  hereunder,  with like effect as if originally  named  herein;  but,
nevertheless,  on the written  request of the Company or of the  successor,  the
party ceasing to act shall,  upon payment of the amounts then due it pursuant to
the provisions of Section 6.06,  execute and deliver an instrument  transferring
to such  successor  all the rights and powers of the party so ceasing to act and
shall duly assign, transfer and deliver to such successor all property and money
held by such retiring party hereunder.  Upon request of any such successor,  the
Company  shall  execute  any and all  instruments  in writing for more fully and
certainly  vesting  in and  confirming  to such  successor  all such  rights and
powers.  Any party  ceasing to act shall,  nevertheless,  retain a lien upon all
property or funds held or  collected  to secure any amounts then due it pursuant
to the provisions of Section 6.06.

          If a successor Trustee is appointed, the Company, the retiring Trustee
and the successor  Trustee  shall execute and deliver an indenture  supplemental
hereto  which shall  contain  such  provisions  as shall be deemed  necessary or
desirable  to  confirm  that all the  rights,  powers,  trusts and duties of the
retiring Trustee with respect to the Debt Securities as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor  Trustee,
and shall add to or change any of the  provisions of this  Indenture as shall be
necessary to provide for or facilitate the administration of the Trust hereunder
by more than one Trustee,  it being  understood  that nothing  herein or in such
supplemental  indenture shall  constitute such Trustees  co-trustees of the same
trust and that each such Trustee shall be Trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder  administered by any other
such Trustee.

          No  successor  Trustee  shall accept  appointment  as provided in this
Section 6.10 unless at the time of such acceptance such successor  Trustee shall
be eligible and qualified under the provisions of Section 6.08.

          In no event shall a retiring Trustee,  Calculation Agent, Paying Agent
or Debt  Security  Register be liable for the acts or omissions of any successor
hereunder.

          Upon  acceptance of  appointment by a successor  Trustee,  Calculation
Agent,  Paying Agent or Debt Security Register as provided in this Section 6.10,
the  Company  shall  mail  notice  of the  succession  to the  holders  of  Debt
Securities  at  their  addresses  as they  shall  appear  on the  Debt  Security
Register.  If the Company  fails to mail such notice  within ten  Business  Days

                                       35
<PAGE>

after the acceptance of appointment by the successor,  the successor shall cause
such notice to be mailed at the expense of the Company.

     SECTION 6.11. Succession by Merger, etc.
                   --------------------------

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

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

     SECTION 6.12. Authenticating Agents.
                   ----------------------

          There  may be one  or  more  Authenticating  Agents  appointed  by the
Trustee  upon the  request  of the  Company  with power to act on its behalf and
subject to its direction in the  authentication  and delivery of Debt Securities
issued upon exchange or registration of transfer thereof as fully to all intents
and  purposes  as  though  any such  Authenticating  Agent  had  been  expressly
authorized  to  authenticate  and deliver Debt  Securities;  provided,  that the
Trustee  shall have no liability to the Company for any acts or omissions of the
Authenticating  Agent with  respect to the  authentication  and delivery of Debt
Securities.  Any  such  Authenticating  Agent  shall  at all  times  be a Person
organized and doing business under the laws of the United States or of any state
or territory  thereof or of the District of Columbia  authorized under such laws
to act as  Authenticating  Agent,  having a combined  capital  and surplus of at
least  $50,000,000  and being subject to  supervision or examination by federal,
state,  territorial or District of Columbia authority.  If such Person publishes
reports of condition at least annually  pursuant to law or the  requirements  of
such authority,  then for the purposes of this Section 6.12 the combined capital
and  surplus  of such  Person  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent report of condition so published.  If at
any time an  Authenticating  Agent shall cease to be eligible in accordance with
the  provisions of this Section,  it shall resign  immediately in the manner and
with the effect herein specified in this Section.

          Any  Person  into  which  any  Authenticating  Agent  may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, consolidation or conversion to which any Authenticating Agent shall be a
party,  or any Person  succeeding to all

                                       36
<PAGE>

or  substantially  all of the  corporate  trust  business of any  Authenticating
Agent, shall be the successor of such  Authenticating  Agent hereunder,  if such
successor  Person is  otherwise  eligible  under this  Section  6.12 without the
execution  or filing of any paper or any  further act on the part of the parties
hereto or such Authenticating Agent.

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

          The  Company  agrees to pay to any  Authenticating  Agent from time to
time reasonable  compensation for its services.  Any Authenticating  Agent shall
have no  responsibility  or  liability  for any  action  taken  by it as such in
accordance  with the directions of the Trustee and shall receive such reasonable
indemnity as it may require against the costs, expenses and liabilities incurred
in furtherance of its duties under this Section 6.12.

                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.01. Action by Securityholders.
                   --------------------------

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

          If the Company  shall  solicit from the  Securityholders  any request,
demand,  authorization,  direction,  notice,  consent, waiver or other action or
revocation  of the same,  the Company  may, at its option,  as  evidenced  by an
Officers' Certificate, fix in advance a record date for such Debt Securities for
the  determination  of  Securityholders  entitled to give such request,

                                       37
<PAGE>

demand,  authorization,  direction,  notice,  consent, waiver or other action or
revocation  of the same,  but the Company  shall have no obligation to do so. If
such a record date is fixed,  such request,  demand,  authorization,  direction,
notice,  consent,  waiver or other action or revocation of the same may be given
before or after the record date, but only the  Securityholders  of record at the
close of business on the record date shall be deemed to be  Securityholders  for
the purposes of determining whether  Securityholders of the requisite proportion
of outstanding  Debt  Securities  have authorized or agreed or consented to such
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action or  revocation  of the same,  and for that purpose the  outstanding  Debt
Securities shall be computed as of the record date; provided,  however,  that no
such authorization,  agreement or consent by such  Securityholders on the record
date shall be deemed effective unless it shall become effective  pursuant to the
provisions of this Indenture not later than six months after the record date.

     SECTION 7.02. Proof of Execution by Securityholders.
                   --------------------------------------

          Subject to the  provisions of Sections 6.01,  6.02 and 8.05,  proof of
the execution of any  instrument by a  Securityholder  or such  Securityholder's
agent or proxy shall be sufficient if made in  accordance  with such  reasonable
rules and  regulations  as may be prescribed by the Trustee or in such manner as
shall be satisfactory to the Trustee.  The ownership of Debt Securities shall be
proved by the Debt Security  Register or by a  certificate  of the Debt Security
registrar.  The Trustee may require such additional proof of any matter referred
to in this Section as it shall deem necessary.

          The  record  of any  Securityholders'  meeting  shall be proved in the
manner provided in Section 8.06.

     SECTION 7.03. Who Are Deemed Absolute Owners.
                   -------------------------------

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

     SECTION 7.04. Debt Securities Owned by Company Deemed Not Outstanding.
                   --------------------------------------------------------

          In  determining   whether  the  holders  of  the  requisite  aggregate
principal amount of Debt Securities have concurred in any direction,  consent or
waiver under this Indenture,  Debt Securities  which are owned by the Company or
any other obligor on the Debt Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common

                                       38
<PAGE>

control with the Company or any other  obligor on the Debt  Securities  shall be
disregarded  and  deemed  not to be  outstanding  for the  purpose  of any  such
determination;  provided,  that for the  purposes  of  determining  whether  the
Trustee shall be protected in relying on any such direction,  consent or waiver,
only Debt Securities  which a Responsible  Officer of the Trustee actually knows
are so owned shall be so  disregarded.  Debt Securities so owned which have been
pledged in good faith may be regarded as  outstanding  for the  purposes of this
Section 7.04 if the pledgee shall  establish to the  satisfaction of the Trustee
the pledgee's right to vote such Debt Securities and that the pledgee is not the
Company or any such other obligor or Person  directly or indirectly  controlling
or controlled by or under direct or indirect  common control with the Company or
any such other obligor.  In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full  protection to the
Trustee.

     SECTION 7.05. Revocation of Consents; Future Holders Bound.
                   ---------------------------------------------

          At any time prior to (but not after) the evidencing to the Trustee, as
provided  in Section  7.01,  of the  taking of any action by the  holders of the
percentage in aggregate  principal  amount of the Debt  Securities  specified in
this  Indenture in  connection  with such action,  any holder (in cases where no
record  date has been set  pursuant  to  Section  7.01) or any  holder  as of an
applicable  record date (in cases  where a record date has been set  pursuant to
Section  7.01) of a Debt  Security (or any Debt  Security  issued in whole or in
part in exchange or  substitution  therefor) the serial number of which is shown
by the evidence to be included in the Debt  Securities the holders of which have
consented to such action may, by filing  written  notice with the Trustee at the
Principal Office of the Trustee and upon proof of holding as provided in Section
7.02,  revoke such action so far as concerns  such Debt  Security  (or so far as
concerns the principal  amount  represented by any exchanged or substituted Debt
Security).  Except as aforesaid  any such action taken by the holder of any Debt
Security  shall be  conclusive  and binding upon such holder and upon all future
holders and owners of such Debt  Security,  and of any Debt  Security  issued in
exchange or  substitution  therefor  or on  registration  of  transfer  thereof,
irrespective  of whether or not any notation in regard thereto is made upon such
Debt Security or any Debt Security issued in exchange or substitution therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

     SECTION 8.01. Purposes of Meetings.
                   ---------------------

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

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

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

                                       39
<PAGE>

          (c)  to  consent  to  the  execution  of an  indenture  or  indentures
supplemental hereto pursuant to the provisions of Section 9.02; or

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

     SECTION 8.02. Call of Meetings by Trustee.
                   ----------------------------

          The Trustee may at any time call a meeting of  Securityholders to take
any action  specified in Section 8.01, to be held at such time and at such place
in New York or Wilmington,  Delaware, as the Trustee shall determine.  Notice of
every  meeting of the  Securityholders,  setting forth the time and the place of
such  meeting  and in  general  terms the  action  proposed  to be taken at such
meeting,  shall be  mailed  to  holders  of Debt  Securities  affected  at their
addresses  as they shall  appear on the Debt  Securities  Register.  Such notice
shall be mailed  not less than 20 nor more than 180 days prior to the date fixed
for the meeting.

     SECTION 8.03. Call of Meetings by Company or Securityholders.
                   -----------------------------------------------

          In case at any time the Company pursuant to a Board Resolution, or the
holders of at least 10% in aggregate principal amount of the Debt Securities, as
the case may be, then  outstanding,  shall have  requested the Trustee to call a
meeting of  Securityholders,  by written  request  setting  forth in  reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have  mailed the  notice of such  meeting  within 20 days after  receipt of such
request, then the Company or such Securityholders may determine the time and the
place  in for  such  meeting  and may  call  such  meeting  to take  any  action
authorized  in Section 8.01,  by mailing  notice  thereof as provided in Section
8.02.

     SECTION 8.04. Qualifications for Voting.
                   --------------------------

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

     SECTION 8.05. Regulations.
                   ------------

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

                                       40
<PAGE>

          The Trustee  shall,  by an instrument in writing,  appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by  Securityholders  as provided in Section  8.03,  in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote at the meeting.

          Subject to the  provisions of Section 7.04, at any meeting each holder
of Debt  Securities  with  respect to which such  meeting is being held or proxy
therefor shall be entitled to one vote for each $1,000  principal amount of Debt
Securities held or represented by such holder;  provided,  however, that no vote
shall  be cast or  counted  at any  meeting  in  respect  of any  Debt  Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding.  The chairman of the meeting shall have no right to vote other than
by virtue of Debt  Securities held by such chairman or instruments in writing as
aforesaid  duly  designating  such  chairman  as the Person to vote on behalf of
other  Securityholders.  Any meeting of Securityholders  duly called pursuant to
the  provisions of Section 8.02 or 8.03 may be adjourned  from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

     SECTION 8.06. Voting.
                   -------

          The vote upon any  resolution  submitted  to any meeting of holders of
Debt  Securities  with  respect to which such  meeting is being held shall be by
written  ballots on which shall be subscribed  the signatures of such holders or
of their  representatives  by proxy and the serial number or numbers of the Debt
Securities  held or represented  by them. The permanent  chairman of the meeting
shall  appoint  two  inspectors  of votes who shall  count all votes cast at the
meeting  for or  against  any  resolution  and who shall  make and file with the
secretary of the meeting  their  verified  written  reports in triplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and  affidavits by one or more Persons
having  knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 8.02.  The record
shall  show the  serial  numbers  of the Debt  Securities  voting in favor of or
against  any  resolution.  The  record  shall  be  signed  and  verified  by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates  shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee,  the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive  evidence
of the matters therein stated.

     SECTION 8.07. Quorum; Actions.
                   ----------------

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

                                       41
<PAGE>

time  appointed  for any such  meeting,  the meeting  shall,  if convened at the
request of Securityholders,  be dissolved.  In any other case the meeting may be
adjourned  for a period of not less than 10 days as  determined by the permanent
chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned  for a period of not less than 10 days as  determined by the permanent
chairman of the meeting  prior to the  adjournment  of such  adjourned  meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 8.02, except that such notice need be given only once not less than five
days  prior to the date on which the  meeting  is  scheduled  to be  reconvened.
Notice of the  reconvening  of an adjourned  meeting  shall state  expressly the
percentage,  as provided above, of the outstanding  principal amount of the Debt
Securities which shall constitute a quorum.

          Except as limited by the  proviso  in the first  paragraph  of Section
9.02, any resolution presented to a meeting or adjourned meeting duly reconvened
at which a quorum is present as aforesaid may be adopted by the affirmative vote
of the holders of not less than a majority in  outstanding  principal  amount of
the Debt Securities;  provided,  however, that, except as limited by the proviso
in the first  paragraph  of Section  9.02,  any  resolution  with respect to any
consent,  waiver,  request,  demand, notice,  authorization,  direction or other
action that this Indenture expressly provides may be given by the holders of not
less than a specified  percentage in  outstanding  principal  amount of the Debt
Securities may be adopted at a meeting or an adjourned  meeting duly  reconvened
and at which a quorum is present as aforesaid  only by the  affirmative  vote of
the holders of not less than such specified percentage in outstanding  principal
amount of the Debt Securities.

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01. Supplemental Indentures without Consent of Securityholders.
                   -----------------------------------------------------------

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

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

          (b) to add to the  covenants of the Company  such  further  covenants,
restrictions  or conditions for the protection of the holders of Debt Securities
as the Board of Directors shall consider to be for the protection of the holders
of such Debt  Securities,  and to make the  occurrence,  or the  occurrence  and
continuance,  of a default in any of such additional covenants,  restrictions or
conditions a default or an Event of Default permitting the enforcement

                                       42
<PAGE>

of all or any of the several  remedies  provided in this Indenture as herein set
forth;  provided,  however,  that in  respect of any such  additional  covenant,
restriction  or  condition  such  supplemental   indenture  may  provide  for  a
particular  period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee
upon such default;

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

          (d) to add to,  delete from,  or revise the terms of Debt  Securities,
including,  without  limitation,  any terms relating to the issuance,  exchange,
registration or transfer of Debt  Securities,  including to provide for transfer
procedures and  restrictions  substantially  similar to those  applicable to the
Capital  Securities,  as required by Section 2.05 (for purposes of assuring that
no registration of Debt Securities is required under the Securities Act of 1933,
as  amended);  provided,  that any such action  shall not  adversely  affect the
interests  of the  holders of the Debt  Securities  then  outstanding  (it being
understood,  for purposes of this proviso,  that transfer  restrictions  on Debt
Securities substantially similar to those applicable to Capital Securities shall
not be deemed to adversely affect the holders of the Debt Securities);

          (e)  to  evidence  and  provide  for  the  acceptance  of  appointment
hereunder by a successor  Trustee with respect to the Debt 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 6.10;

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

          (g) to provide for the  issuance of and  establish  the form and terms
and  conditions  of  the  Debt   Securities,   to  establish  the  form  of  any
certifications  required to be furnished pursuant to the terms of this Indenture
or the  Debt  Securities,  or to  add to the  rights  of  the  hollers  of  Debt
Securities.

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

          Any  supplemental  indenture  authorized  by the  provisions  of  this
Section 9.01 may be executed by the Company and the Trustee  without the consent
of the  holders  of  any  of  the  Debt  Securities  at  the  time  outstanding,
notwithstanding any of the provisions of Section 9.02.

                                       43
<PAGE>

     SECTION 9.02. Supplemental Indentures with Consent of Securityholders.
                   --------------------------------------------------------

          With the  consent  (evidenced  as  provided  in  Section  7.01) of the
holders of not less than a majority in  aggregate  principal  amount of the Debt
Securities  at the time  outstanding  affected  by such  supplemental  indenture
(voting as a class), the Company, when authorized by a Board Resolution, and the
Trustee  may from  time to time  and at any  time  enter  into an  indenture  or
indentures  supplemental  hereto (which shall  conform to the  provisions of the
Trust  Indenture  Act,  then  in  effect,  applicable  to  indentures  qualified
thereunder)  for the  purpose of adding any  provisions  to or  changing  in any
manner  or  eliminating  any of  the  provisions  of  this  Indenture  or of any
supplemental  indenture  or of modifying in any manner the rights of the holders
of the Debt Securities;  provided,  however, that no such supplemental indenture
shall without such consent of the holders of each Debt Security then outstanding
and  affected  thereby (i) extend the fixed  maturity of any Debt  Security,  or
reduce the principal amount thereof or any premium  thereon,  or reduce the rate
or extend the time of payment of interest thereon,  or reduce any amount payable
on redemption  thereof or make the principal  thereof or any interest or premium
thereon  payable in any coin or  currency  other than that  provided in the Debt
Securities,  or impair or affect the right of any  Securityholder  to  institute
suit for payment thereof or impair the right of repayment, if any, at the option
of the holder,  or (ii) reduce the aforesaid  percentage of Debt  Securities the
holders of which are required to consent to any such supplemental indenture; and
provided,  further,  that if the  Debt  Securities  are  held by the  Trust or a
trustee of such trust, such supplemental  indenture shall not be effective until
the  holders of a majority in  liquidation  preference  of the Trust  Securities
shall have consented to such supplemental indenture;  provided, further, that if
the consent of the Securityholder of each outstanding Debt Security is required,
such  supplemental  indenture  shall not be  effective  until each holder of the
Trust Securities shall have consented to such supplemental indenture.

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

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

          It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the  particular  form of any proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

                                       44
<PAGE>

     SECTION 9.03. Effect of Supplemental Indentures.
                   ----------------------------------

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

     SECTION 9.04. Notation on Debt Securities.
                   ----------------------------

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

     SECTION 9.05. Evidence of  Compliance  of  Supplemental  Indenture  to be
                   ------------------------------------------------------------
Furnished to Trustee.
---------------------

          The  Trustee,  subject to the  provisions  of Sections  6.01 and 6.02,
shall,  in  addition to the  documents  required  by Section  14.06,  receive an
Officers'  Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental  indenture  executed pursuant hereto complies with the requirements
of this  Article  IX.  The  Trustee  shall  receive  an  Opinion  of  Counsel as
conclusive  evidence that any supplemental  indenture  executed pursuant to this
Article IX is  authorized  or  permitted  by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee  under the  provisions  of this
Article IX to join in the execution thereof.

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

     SECTION 10.01. Optional Redemption.
                    --------------------

          At any time the Company  shall have the right,  subject to the receipt
by the Company of prior approval from the OTS, if then required under applicable
capital  guidelines  or policies of the OTS, to redeem the Debt  Securities,  in
whole or in part,  on any  January  7,  April 7, July 7 or October 7 on or after
October 7, 2008 (the "Redemption Date"), at the Redemption Price.

     SECTION 10.02. Special Event Redemption
                    ------------------------

          If a Special  Event shall occur and be  continuing,  the Company shall
have the right, subject to the receipt by the Company of prior approval from the
OTS if then required

                                       45
<PAGE>

under applicable  capital  guidelines or policies of the OTS, to redeem the Debt
Securities,  in whole but not in part, at any time within 90 days  following the
occurrence of such Special Event (the "Special Redemption Date"), at the Special
Redemption Price.

     SECTION 10.03. Notice of Redemption; Selection of Debt Securities.
                    ---------------------------------------------------

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

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

          Prior to 10:00 a.m. New York City time on the  Redemption  Date or the
Special  Redemption Date specified in the notice of redemption given as provided
in this  Section,  the Company will deposit with the Trustee or with one or more
Paying Agents an amount of money sufficient to redeem on the redemption date all
the Debt  Securities  so called for  redemption  at the  appropriate  redemption
price, together with accrued interest to the date fixed for redemption.

          The  Company  will give the  Trustee  notice not less than 45 nor more
than 60 days prior to the redemption  date as to the  redemption  price at which
the Debt  Securities  are to be redeemed and the aggregate  principal  amount of
Debt  Securities to be redeemed and the Trustee shall select,  in such manner as
in its sole  discretion it shall deem  appropriate and fair, the Debt Securities
or portions thereof (in integral multiples of $1,000) to be redeemed.

     SECTION 10.04. Payment of Debt Securities Called for Redemption.
                    -------------------------------------------------

          If notice of redemption  has been given as provided in Section  10.03,
the Debt  Securities or portions of Debt  Securities  with respect to which such
notice has been given shall become due and payable on the Redemption Date or the
Special  Redemption  Date (as the case

                                       46
<PAGE>

may be) and at the place or  places  stated  in such  notice  at the  applicable
redemption  price,  together  with  interest  accrued  to  the  date  fixed  for
redemption, and on and after said Redemption Date or the Special Redemption Date
(unless the Company shall default in the payment of such Debt  Securities at the
redemption  price,  together with interest accrued to said date) interest on the
Debt  Securities or portions of Debt  Securities so called for redemption  shall
cease to accrue.  On  presentation  and  surrender of such Debt  Securities at a
place of payment specified in said notice, such Debt Securities or the specified
portions  thereof  shall be paid and  redeemed by the Company at the  applicable
redemption price,  together with interest accrued thereon to the Redemption Date
or the Special Redemption Date (as the case may be).

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

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     SECTION 11.01. Company May Consolidate, etc., on Certain Terms.
                    ------------------------------------------------

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

     SECTION 11.02. Successor Entity to be Substituted.
                    -----------------------------------

          In case of any such consolidation,  merger, sale, conveyance, transfer
or other  disposition  and upon  the  assumption  by the  successor  entity,  by
supplemental  indenture,  executed and  delivered to the Trustee and  reasonably
satisfactory  in form to the  Trustee,  of the due and  punctual  payment of the
principal of and premium, if any, and interest on all of the Debt Securities and
the due and punctual  performance  and  observance  of all of the  covenants and
conditions  of this  Indenture to be performed or observed by the Company,  such
successor  entity

                                       47
<PAGE>

shall succeed to and be substituted for the Company,  with the same effect as if
it had been named herein as the Company,  and thereupon the  predecessor  entity
shall be relieved of any further  liability or obligation  hereunder or upon the
Debt Securities. Such successor entity thereupon may cause to be signed, and may
issue  either in its own name or in the name of the  Company,  any or all of the
Debt Securities  issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee or the  Authenticating  Agent;  and,
upon the order of such  successor  entity  instead of the Company and subject to
all the terms,  conditions and  limitations in this  Indenture  prescribed,  the
Trustee or the  Authenticating  Agent  shall  authenticate  and deliver any Debt
Securities which previously shall have been signed and delivered by the officers
of the Company,  to the Trustee or the Authenticating  Agent for authentication,
and any Debt Securities which such successor entity thereafter shall cause to be
signed  and  delivered  to the  Trustee  or the  Authenticating  Agent  for that
purpose.  All the Debt  Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debt  Securities  theretofore
or thereafter  issued in accordance  with the terms of this  Indenture as though
all of such Debt Securities had been issued at the date of the execution hereof.

     SECTION 11.03. Opinion of Counsel to be Given to Trustee.
                    ------------------------------------------

          The  Trustee,  subject to the  provisions  of Sections  6.01 and 6.02,
shall receive,  in addition to the Opinion of Counsel  required by Section 9.05,
an Opinion of Counsel as  conclusive  evidence that any  consolidation,  merger,
sale, conveyance,  transfer or other disposition, and any assumption,  permitted
or required by the terms of this Article XI complies with the provisions of this
Article XI.

                                  ARTICLE XII

                     SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 12.01. Discharge of Indenture.
                    -----------------------

          When (a) the Company shall deliver to the Trustee for cancellation all
Debt Securities theretofore  authenticated (other than any Debt Securities which
shall have been destroyed,  lost or stolen and which shall have been replaced or
paid as provided in Section 2.06) and not theretofore  canceled,  or (b) all the
Debt  Securities  not  theretofore  canceled  or  delivered  to the  Trustee for
cancellation shall have become due and payable,  or are by their terms to become
due and payable  within one year or are to be called for  redemption  within one
year under arrangements  satisfactory to the Trustee for the giving of notice of
redemption,  and the Company  shall deposit with the Trustee,  in trust,  funds,
which shall be  immediately  due and payable,  sufficient  to pay at maturity or
upon redemption all of the Debt Securities (other than any Debt Securities which
shall have been destroyed,  lost or stolen and which shall have been replaced or
paid as provided in Section 2.06) not  theretofore  canceled or delivered to the
Trustee for cancellation,  including principal and premium, if any, and interest
due or to become due to such date of maturity or  redemption  date,  as the case
may be, but  excluding,  however,  the  amount of any moneys for the  payment of
principal  of, and  premium,  if any,  or interest  on the Debt  Securities  (1)
theretofore  repaid to the Company in accordance  with the provisions of Section
12.04,  or (2) paid to any state or to the District of Columbia  pursuant to its
unclaimed  property or

                                       48
<PAGE>

similar laws,  and if in the case of either clause (a) or clause (b) the Company
shall  also pay or cause to be paid all  other  sums  payable  hereunder  by the
Company,  then this Indenture shall cease to be of further effect except for the
provisions of Sections  2.05,  2.06,  3.01,  3.02,  3.04,  6.06,  6.09 and 12.04
hereof,  which shall  survive  until such Debt  Securities  shall  mature or are
redeemed, as the case may be, and are paid. Thereafter,  Sections 6.06, 6.09 and
12.04 shall survive, and the Trustee, on demand of the Company accompanied by an
Officers'  Certificate  and  an  Opinion  of  Counsel,  each  stating  that  all
conditions  precedent  herein  provided  for  relating to the  satisfaction  and
discharge of this Indenture have been complied with, and at the cost and expense
of the Company, shall execute proper instruments  acknowledging  satisfaction of
and  discharging  this  Indenture,  the  Company,  however,  hereby  agreeing to
reimburse  the  Trustee  for any costs or  expenses  thereafter  reasonably  and
properly  incurred by the Trustee in connection  with this Indenture or the Debt
Securities.

     SECTION 12.02. Deposited Moneys to be Held in Trust by Trustee.
                    ------------------------------------------------

          Subject to the provisions of Section 12.04,  all moneys deposited with
the Trustee  pursuant to Section  12.01 shall be held in trust and applied by it
to the  payment,  either  directly or through any Paying  Agent  (including  the
Company if acting as its own Paying  Agent),  to the  holders of the  particular
Debt  Securities  for the payment of which such moneys have been  deposited with
the  Trustee,  of all sums due and to become  due  thereon  for  principal,  and
premium, if any, and interest.

     SECTION 12.03. Paying Agent to Repay Moneys Held.
                    ----------------------------------

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

     SECTION 12.04. Return of Unclaimed Moneys.
                    ---------------------------

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

                                  ARTICLE XIII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     SECTION 13.01. Indenture and Debt Securities Solely Corporate Obligations.
                    -----------------------------------------------------------

          No recourse for the payment of the principal of or premium, if any, or
interest on any Debt  Security,  or for any claim based  thereon or otherwise in
respect  thereof,  and no

                                       49
<PAGE>

recourse under or upon any  obligation,  covenant or agreement of the Company in
this Indenture or in any supplemental  indenture,  or in any such Debt Security,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator,  stockholder, officer, director, employee or agent, as
such, past, present or future, of the Company or of any predecessor or successor
corporation  of the  Company,  either  directly  or through  the  Company or any
successor  corporation  of the Company,  whether by virtue of any  constitution,
statute or rule of law, or by the  enforcement  of any  assessment or penalty or
otherwise;  it being  expressly  understood  that all such  liability  is hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Debt Securities.

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

     SECTION 14.01. Successors.
                    -----------

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

     SECTION 14.02. Official Acts by Successor Entity.
                    ----------------------------------

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

     SECTION 14.03. Surrender of Company Powers.
                    ----------------------------

          The Company by  instrument  in writing  executed by  authority  of 2/3
(two-thirds)  of its  Board  of  Directors  and  delivered  to the  Trustee  may
surrender any of the powers  reserved to the Company and thereupon such power so
surrendered  shall  terminate  both as to the  Company  and as to any  permitted
successor.

     SECTION 14.04. Addresses for Notices, etc.
                    ---------------------------

          Any  notice or demand  which by any  provision  of this  Indenture  is
required  or  permitted  to be  given  or  served  by  the  Trustee  or  by  the
Securityholders  on the  Company  may be given or  served  in  writing  by being
deposited  postage  prepaid by  registered  or  certified  mail in a post office
letter box  addressed  (until  another  address is filed by the Company with the
Trustee for such purpose) to the Company at:

                               BCSB Bankcorp, Inc.
                               4111 E. Joppa Road
                               Baltimore, MD 21236
                           Attention: Bonnie M. Klein

                                       50
<PAGE>

          Any notice, direction,  request or demand by any Securityholder or the
Company to or upon the Trustee shall be deemed to have been  sufficiently  given
or made,  for all  purposes,  if given or made in writing at the office of Wells
Fargo Bank, National Association at:

                                919 Market Street
                                    Suite 700
                              Wilmington, DE 19801
                       Attention: Corporate Trust Division

     SECTION 14.05. Governing Law.
                    --------------

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

     SECTION 14.06. Evidence of Compliance with Conditions Precedent.
                    -------------------------------------------------

          Upon any  application  or demand by the Company to the Trustee to take
any action under any of the  provisions  of this  Indenture,  the Company  shall
furnish to the Trustee an Officers'  Certificate  stating that in the opinion of
the signers all  conditions  precedent,  if any,  provided for in this Indenture
relating  to the  proposed  action  have been  complied  with and an  Opinion of
Counsel  stating  that,  in the  opinion of such  counsel,  all such  conditions
precedent  have been  complied  with  (except that no such Opinion of Counsel is
required to be furnished to the Trustee in  connection  with the  authentication
and issuance of Debt Securities issued on the date of this Indenture).

          Each  certificate  or  opinion  provided  for in  this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
provided  for in this  Indenture  (except  certificates  delivered  pursuant  to
Section  3.05)  shall  include  (a) a  statement  that the  person  making  such
certificate  or  opinion  has  read  such  covenant  or  condition;  (b) a brief
statement as to the nature and scope of the  examination or  investigation  upon
which the  statements or opinions  contained in such  certificate or opinion are
based;  (c) a statement that, in the opinion of such person,  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 or not, in the opinion of
such person, such condition or covenant has been complied with.

     SECTION 14.07. Non-Business Days.
                    ------------------

          In any case where the date of payment of interest on or  principal  of
the Debt  Securities  is not a Business  Day, the payment of such interest on or
principal of the Debt  Securities  need not be made on such date but may be made
on the next  succeeding  Business Day, with the same force and effect as if made
on the date of payment,  except if such  Business Day is in the next  succeeding
calendar year, such payment will be made on the immediately  preceding  Business
Day.

                                       51
<PAGE>

     SECTION 14.08. Table of Contents, Headings, etc.
                    ---------------------------------

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

     SECTION 14.09. Execution in Counterparts.
                    --------------------------

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

     SECTION 14.10. Separability.
                    -------------

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

     SECTION 14.11. Assignment.
                    -----------

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

     SECTION 14.12. Acknowledgment of Rights.
                    -------------------------

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

                                       52
<PAGE>

amount equal to the aggregate  Liquidation  Amount of the Capital  Securities of
such  holder  on or  after  the  respective  due  date  specified  in  the  Debt
Securities.

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

     SECTION 15.01. Agreement to Subordinate.
                    -------------------------

          The Company  covenants and agrees,  and each holder of Debt Securities
issued  hereunder  and  under  any   supplemental   indenture  (the  "Additional
Provisions") by such Securityholder's  acceptance thereof likewise covenants and
agrees,  that all Debt  Securities  shall be issued subject to the provisions of
this Article XV; and each holder of a Debt Security, whether upon original issue
or upon transfer or assignment  thereof,  accepts and agrees to be bound by such
provisions.

          The payment by the Company of the payments due on all Debt  Securities
issued hereunder and under any Additional Provisions shall, to the extent and in
the manner hereinafter set forth, be subordinated and junior in right of payment
to the prior payment in full of all Senior Indebtedness of the Company,  whether
outstanding at the date of this Indenture or thereafter incurred.

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

     SECTION 15.02. Default on Senior Indebtedness.
                    -------------------------------

          In the event and during the continuation of any default by the Company
in the payment of principal,  premium,  interest or any other payment due on any
Senior  Indebtedness of the Company following any applicable grace period, or in
the event that the maturity of any Senior  Indebtedness  of the Company has been
accelerated  because of a default,  and such acceleration has not been rescinded
or canceled and such Senior  Indebtedness  has not been paid in full,  then,  in
either  case,  no  payment  shall be made by the  Company  with  respect  to the
payments due on the Debt Securities.

          In the event that, notwithstanding the foregoing, any payment shall be
received  by the  Trustee  when such  payment  is  prohibited  by the  preceding
paragraph of this Section 15.02,  such payment shall,  subject to Section 15.06,
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior  Indebtedness or their respective  representatives,  or to the
trustee or  trustees  under any  indenture  pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the  extent  that the  holders  of the  Senior  Indebtedness  (or  their
representative  or  representatives  or a trustee) notify the Trustee in writing
within 90 days of such  payment of the amounts  then due and owing on the Senior
Indebtedness and only the amounts  specified in such notice to the Trustee shall
be paid to the holders of Senior Indebtedness.

                                       53
<PAGE>

     SECTION 15.03. Liquidation; Dissolution; Bankruptcy.
                    -------------------------------------

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

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

          For  purposes  of this  Article  XV,  the  words  "cash,  property  or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is  subordinated at least to the extent provided in this Article XV with respect
to the Debt Securities to the payment of all Senior Indebtedness of the Company,
that may at the time be outstanding, provided, that (a) such Senior Indebtedness
is  assumed  by  the  new   corporation,   if  any,   resulting  from  any  such
reorganization or readjustment, and (b) the rights of the holders of such Senior
Indebtedness  are not,  without  the  consent of such  holders,  altered by such
reorganization  or readjustment.  The  consolidation of the Company with, or the
merger  of  the  Company  into,  another   corporation  or  the  liquidation  or
dissolution of the Company  following the conveyance or transfer of its property
as an entirety, or substantially as

                                       54
<PAGE>

an entirety,  to another  corporation upon the terms and conditions provided for
in Article IX of this Indenture  shall not be deemed a dissolution,  winding-up,
liquidation  or  reorganization  for the purposes of this Section  15.03 if such
other corporation shall, as a part of such consolidation,  merger, conveyance or
transfer,  comply with the  conditions  stated in Article IX of this  Indenture.
Nothing in Section  15.02 or in this Section  15.03 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

     SECTION 15.04. Subrogation.
                    ------------

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

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

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

                                       55
<PAGE>

     SECTION 15.05. Trustee to Effectuate Subordination.
                    ------------------------------------

          Each  Securityholder  by  such  Securityholder's   acceptance  thereof
authorizes and directs the Trustee on such Securityholder's  behalf to take such
action as may be  necessary  or  appropriate  to  effectuate  the  subordination
provided  in this  Article XV and  appoints  the Trustee  such  Securityholder's
attorney-in-fact for any and all such purposes.

     SECTION 15.06. Notice by the Company.
                    ----------------------

          The Company shall give prompt written notice to a Responsible  Officer
of the Trustee at the  Principal  Office of the Trustee of any fact known to the
Company  that would  prohibit  the making of any  payment of moneys to or by the
Trustee in respect of the Debt  Securities  pursuant to the  provisions  of this
Article  XV.  Notwithstanding  the  provisions  of this  Article XV or any other
provision of this Indenture or any Additional Provisions,  the Trustee shall not
be charged with  knowledge of the existence of any facts that would prohibit the
making of any  payment  of moneys to or by the  Trustee  in  respect of the Debt
Securities  pursuant to the  provisions  of this Article XV,  unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have received  written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor;  and before the receipt of any
such written  notice,  the Trustee,  subject to the  provisions of Article VI of
this  Indenture,  shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section  15.06 at least two Business Days prior to the date
upon  which by the terms  hereof any money may become  payable  for any  purpose
(including,  without limitation, the payment of the principal of (or premium, if
any) or interest on any Debt Security),  then,  anything herein contained to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive  such  money and to apply the same to the  purposes  for which they were
received,  and shall not be affected by any notice to the  contrary  that may be
received by it within two Business Days prior to such date.

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

     SECTION 15.07. Rights of the Trustee. Holders of Senior Indebtedness.
                    ------------------------------------------------------

          The Trustee in its  individual  capacity  shall be entitled to all the
rights set forth in this Article XV in respect of any Senior Indebtedness at any
time held by it, to the same extent as

                                       56
<PAGE>

any other holder of Senior  Indebtedness,  and nothing in this  Indenture or any
Additional  Provisions  shall  deprive  the Trustee of any of its rights as such
holder.

          With respect to the holders of Senior Indebtedness of the Company, the
Trustee  undertakes  to  perform or to observe  only such of its  covenants  and
obligations  as are  specifically  set forth in this  Article XV, and no implied
covenants or obligations with respect to the holders

          of such Senior  Indebtedness  shall be read into this Indenture or any
Additional  Provisions  against the  Trustee.  The  Trustee  shall not owe or be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Article VI of this Indenture, the Trustee shall not
be liable  to any  holder of such  Senior  Indebtedness  if it shall pay over or
deliver to  Securityholders,  the Company or any other Person money or assets to
which any holder of such Senior Indebtedness shall be entitled by virtue of this
Article XV or otherwise.

          Nothing in this  Article XV shall apply to claims of, or payments  to,
the Trustee under or pursuant to Section 6.06.

     SECTION 15.08. Subordination May Not Be Impaired.
                    ----------------------------------

          No right of any present or future holder of any Senior Indebtedness of
the Company to enforce subordination as herein provided shall at any time in any
way be  prejudiced  or  impaired by any act or failure to act on the part of the
Company,  or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company, with the terms, provisions and covenants of
this  Indenture,  regardless of any  knowledge  thereof that any such holder may
have or otherwise be charged with.

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

          Wells Fargo Bank,  National  Association,  in its capacity as Trustee,
hereby  accepts the trusts in this  Indenture  declared and  provided,  upon the
terms and conditions herein above set forth.

                                       57
<PAGE>

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

                                        BCSB Bankcorp, Inc.


                                        By:  /s/ Gary C. Loraditch
                                        Name:  Gary C. Loraditch
                                        Title: President

                                        Wells Fargo Bank, National Association,
                                        as Trustee


                                        By:  /s/ Edward L. Truitt, Jr.
                                        Name:  Edward L. Truitt, Jr.
                                        Title:  Vice President

                                       58