EXHIBIT 4.2


                                    INDENTURE

                                 BY AND BETWEEN

                               BCSB BANKCORP, INC.

                                       AND

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                   AS TRUSTEE









                  FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE

                      INTEREST DEBENTURES DUE JUNE 30, 2032

                          EFFECTIVE AS OF JUNE 27, 2002
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                                TABLE OF CONTENTS

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ARTICLE I             DEFINITIONS................................................................................2

         Section 1.1           Definitions of Terms..............................................................2

ARTICLE II            ISSUE, DESCRIPTION, TERMS, CONDITIONS, REGISTRATION AND EXCHANGE OF THE DEBENTURES........10

         Section 2.1           Designation and Principal Amount.................................................10

         Section 2.2           Maturity.........................................................................10

         Section 2.3           Form and Payment.................................................................10

         Section 2.4           Intentionally Left Blank.........................................................11

         Section 2.5           Interest.........................................................................11

         Section 2.6           Execution and Authentications....................................................13

         Section 2.7           Registration of Transfer and Exchange............................................14

         Section 2.8           Temporary Debentures.............................................................17

         Section 2.9           Mutilated, Destroyed, Lost or Stolen Debentures..................................18

         Section 2.10          Cancellation.....................................................................18

         Section 2.11          Benefit of Indenture.............................................................19

         Section 2.12          Authentication Agent.............................................................19

ARTICLE III           REDEMPTION OF DEBENTURES..................................................................20

         Section 3.1           Special Event Redemption.........................................................20

         Section 3.2           Optional Redemption by Company...................................................20

         Section 3.3           Notice of Redemption.............................................................21

         Section 3.4           Payment Upon Redemption..........................................................22

         Section 3.5           No Sinking Fund..................................................................23

ARTICLE IV            EXTENSION OF INTEREST PAYMENT PERIOD......................................................23

         Section 4.1           Extension of Interest Payment Period.............................................23

         Section 4.2           Notice of Extension..............................................................23

         Section 4.3           Limitation on Transactions.......................................................24

ARTICLE V             PARTICULAR COVENANTS OF THE COMPANY.......................................................25

         Section 5.1           Payment of Principal and Interest................................................25

         Section 5.2           Maintenance of Agency............................................................25

         Section 5.3           Paying Agents....................................................................25

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         Section 5.4           Appointment to Fill Vacancy in Office of Trustee.................................26

         Section 5.5           Compliance with Consolidation Provisions.........................................26

         Section 5.6           Limitation on Transactions.......................................................27

         Section 5.7           Covenants as to the Trust........................................................27

         Section 5.8           Covenants as to Purchases........................................................28

         Section 5.9           Waiver of Usury, Stay or Extension Laws..........................................28

ARTICLE VI            DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE........................28

         Section 6.1           Company to Furnish Trustee Names and Addresses of Debentureholders...............28

         Section 6.2           Preservation of Information Communications with Debentureholders.................29

         Section 6.3           Reports by the Company...........................................................29

         Section 6.4           Reports by the Trustee...........................................................30

ARTICLE VII           REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT..........................31

         Section 7.1           Events of Default................................................................31

         Section 7.2           Collection of Indebtedness and Suits for Enforcement by Trustee..................32

         Section 7.3           Application of Money Collected...................................................34

         Section 7.4           Limitation on Suits..............................................................34

         Section 7.5           Rights and Remedies Cumulative; Delay or Omission not Waiver.....................35

         Section 7.6           Control by Debentureholders......................................................35

         Section 7.7           Undertaking to Pay Costs.........................................................36

         Section 7.8           Direct Action; Right of Set-Off..................................................36

ARTICLE VIII          FORM OF DEBENTURE AND ORIGINAL ISSUE......................................................37

         Section 8.1           Form of Debenture................................................................37

         Section 8.2           Original Issue of Debentures.....................................................37

ARTICLE IX            CONCERNING THE TRUSTEE....................................................................37

         Section 9.1           Certain Duties and Responsibilities of the Trustee...............................37

         Section 9.2           Notice of Defaults...............................................................38

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         Section 9.3           Certain Rights of Trustee........................................................39

         Section 9.4           Trustee Not Responsible for Recitals, etc........................................40

         Section 9.5           May Hold Debentures..............................................................40

         Section 9.6           Moneys Held in Trust.............................................................40

         Section 9.7           Compensation and Reimbursement...................................................40

         Section 9.8           Reliance on Officers' Certificate................................................41

         Section 9.9           Disqualification; Conflicting Interests..........................................41

         Section 9.10          Corporate Trustee Required; Eligibility..........................................41

         Section 9.11          Resignation and Removal; Appointment of Successor................................42

         Section 9.12          Acceptance of Appointment by Successor...........................................43

         Section 9.13          Merger, Conversion, Consolidation or Succession to Business......................44

         Section 9.14          Preferential Collection of Claims Against the Company............................44

ARTICLE X             CONCERNING THE DEBENTUREHOLDERS...........................................................44

         Section 10.1          Evidence of Action by Holders....................................................44

         Section 10.2          Proof of Execution by Debentureholders...........................................45

         Section 10.3          Who May be Deemed Owners.........................................................45

         Section 10.4          Certain Debentures Owned by Company Disregarded..................................45

         Section 10.5          Actions Binding on Future Debentureholders.......................................46

ARTICLE XI            SUPPLEMENTAL INDENTURES...................................................................46

         Section 11.1          Supplemental Indentures Without the Consent of Debentureholders..................46

         Section 11.2          Supplemental Indentures with Consent of Debentureholders.........................47

         Section 11.3          Effect of Supplemental Indentures................................................48

         Section 11.4          Debentures Affected by Supplemental Indentures...................................48

         Section 11.5          Execution of Supplemental Indentures.............................................48

ARTICLE XII           SUCCESSOR CORPORATION.....................................................................49

         Section 12.1          Company May Consolidate, etc.....................................................49

         Section 12.2          Successor Person Substituted.....................................................49

         Section 12.3          Evidence of Consolidation, etc. to Trustee.......................................50

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ARTICLE XIII          SATISFACTION AND DISCHARGE................................................................50

         Section 13.1          Satisfaction and Discharge of Indenture..........................................50

         Section 13.2          Discharge of Obligations.........................................................50

         Section 13.3          Deposited Money to be Held in Trust..............................................51

         Section 13.4          Payment of Money Held by Paying Agents...........................................51

         Section 13.5          Repayment to Company.............................................................52

ARTICLE XIV           IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...........................52

         Section 14.1          No Recourse......................................................................52

ARTICLE XV            MISCELLANEOUS PROVISIONS..................................................................52

         Section 15.1          Effect on Successors and Assigns.................................................52

         Section 15.2          Actions by Successor.............................................................53

         Section 15.3          Surrender of Company Powers......................................................53

         Section 15.4          Notices..........................................................................53

         Section 15.5          Governing Law....................................................................53

         Section 15.6          Treatment of Debentures as Debt..................................................53

         Section 15.7          Compliance Certificates and Opinions.............................................54

         Section 15.8          Payments on Business Days........................................................54
         Section 15.9          Application of Trust Indenture Act; Conflict.....................................54

         Section 15.10         Counterparts.....................................................................55

         Section 15.11         Severability.....................................................................55

         Section 15.12         Assignment.......................................................................55

         Section 15.13         Acknowledgment of Rights; Right of Set Off.......................................55

ARTICLE XVI           SUBORDINATION OF DEBENTURES...............................................................56

         Section 16.1          Agreement to Subordinate.........................................................56

         Section 16.2          Default on Senior Debt, Subordinated Debt or Additional Senior Obligations.......56

         Section 16.3          Liquidation; Dissolution; Bankruptcy.............................................56

         Section 16.4          Subrogation......................................................................58

         Section 16.5          Trustee to Effectuate Subordination..............................................59

         Section 16.6          Notice by the Company............................................................59

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         Section 16.7          Rights of the Trustee; Holders of Senior Indebtedness............................60

         Section 16.8          Subordination may not be Impaired................................................60


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                                      -v-
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                                    INDENTURE
                                    ---------

     THIS INDENTURE, effective as of June 27, 2002, between BCSB Bankcorp, Inc.,
a  Maryland   corporation  (the  "Company")  and  Wells  Fargo  Bank,   National
Association, a national banking association with its principal place of business
in the State of Delaware (the "Trustee");

                                    RECITALS:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the  execution  and  delivery of this  Indenture  to provide for the issuance of
securities to be known as Floating Rate Junior Subordinated  Deferrable Interest
Debentures due June 30, 2032 (hereinafter referred to as the "Debentures"),  the
form and substance of such  Debentures and the terms,  provisions and conditions
thereof to be set forth as provided in this Indenture;

     WHEREAS, BCSB Bankcorp Capital Trust I, a Delaware statutory business trust
(the  "Trust"),  has offered in a private  placement  up to Twelve  Million Five
Hundred Thousand Dollars ($12,500,000) aggregate liquidation amount of its Trust
Preferred  Securities  (as defined  herein) and  proposes to invest the proceeds
from such  offering,  together with the proceeds of the issuance and sale by the
Trust to the  Company  of up to Three  Hundred  Eighty  Seven  Thousand  Dollars
($387,000)  aggregate  liquidation  amount of its Common  Securities (as defined
herein),  in up to Twelve Million Eight Hundred  Eighty Seven  Thousand  Dollars
($12,887,000) aggregate principal amount of the Debentures;

     WHEREAS,  the Company has  requested  that the Trustee  execute and deliver
this Indenture;

     WHEREAS,  all  requirements  necessary  to  make  this  Indenture  a  valid
instrument  in  accordance  with its  terms,  and to make the  Debentures,  when
executed by the Company and  authenticated  and  delivered by the  Trustee,  the
valid  obligations of the Company,  have been  performed,  and the execution and
delivery of this Indenture have been duly authorized in all respects;

     WHEREAS,  to provide the terms and conditions upon which the Debentures are
to be authenticated,  issued and delivered,  the Company has duly authorized the
execution of this Indenture; and

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

     NOW,  THEREFORE,  in consideration of the premises set forth herein and the
purchase of the Debentures by the holders thereof, it is mutually covenanted and
agreed as  follows  for the equal and  ratable  benefit  of the  holders  of the
Debentures as follows:
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                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.1 DEFINITIONS OF TERMS.
                 ---------------------

     The terms  defined  in this  Section  1.1  (except as  otherwise  expressly
provided in this  Indenture or unless the context  otherwise  requires)  for all
purposes of this Indenture and of any indenture  supplemental  hereto shall have
the  respective  meanings  specified in this  Section 1.1 and shall  include the
plural as well as the singular.  All other terms used in this Indenture that are
defined  in the  Trust  Indenture  Act,  or that are by  reference  in the Trust
Indenture  Act and defined in the  Securities  Act  (except as herein  otherwise
expressly  provided or unless the context  otherwise  requires),  shall have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities
Act as in force at the date of the  execution of this  instrument  and as may be
amended from time to time.  All  accounting  terms used herein and not expressly
defined  shall  have the  meanings  assigned  to such terms in  accordance  with
Generally Accepted Accounting Principles.

     "Accelerated  Maturity  Date" means if the Company elects to accelerate the
Maturity Date in accordance with Sections 2.2 (b) and 2.2(c),  the date selected
by the  Company  which is prior to the  Scheduled  Maturity  Date,  but is on an
Interest Payment Date after June 30, 2007.

     "Additional Interest" means interest earned and to be paid on interest that
was not timely paid.

     "Additional  Senior  Obligations"  means all  indebtedness  of the  Company
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  for claims in respect of  derivative  products  such as interest  and
foreign exchange rate contracts,  commodity contracts and similar  arrangements;
provided, however, that Additional Senior Obligations does not include claims in
respect of Senior  Debt or  Subordinated  Debt or  obligations  which,  by their
terms,  are  expressly  stated to be not  superior  in right of  payment  to the
Debentures  or to rank pari passu in right of payment with the  Debentures.  For
purposes of this definition,  "claim" shall have the meaning assigned thereto in
Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

     "Additional Sums" shall have the meaning set forth in Section 2.5 (g).

     "Administrative  Trustees"  shall have the  meaning  set forth in the Trust
Agreement.

     "Affiliate"  means,  with  respect to a  specified  Person,  (i) any Person
directly or indirectly owning,  controlling or holding with power to vote 10% or
more of the outstanding  voting  securities or other ownership  interests of the
specified  Person;  (ii)  any  Person  10% or more of whose  outstanding  voting
securities  or other  ownership  interests  are  directly or  indirectly  owned,
controlled or held with power to vote by the specified Person;  (iii) any Person
directly or indirectly controlling,  controlled by, or under common control with
the  specified  Person;  (iv) a partnership  in which the specified  Person is a
general partner;  (v) any officer or director of the specified Person;  and (vi)
if the  specified  Person is an  individual,  any entity of which the  specified
Person is an officer, director or general partner.

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     "Authenticating  Agent" means an  authenticating  agent with respect to the
Debentures appointed by the Trustee pursuant to Section 2.12.

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

     "Board of  Directors"  means the Board of  Directors  of the Company or any
duly authorized committee of such Board or any other duly 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.

     "Business Day" means, with respect to the Debentures,  any day other than a
Saturday or a Sunday or a day on which federal or state banking  institutions in
Delaware or Minnesota  are  authorized  or required by law,  executive  order or
regulation to close, or a day on which the Corporate Trust Office of the Trustee
or the Property Trustee is closed for business.

     "Calculation Agent" shall have the meaning set forth in Section 2.5(d)(i).

     "Capital Treatment Event" means the receipt by the Company and the Trust of
an Opinion of Counsel,  rendered by a law firm having a recognized national bank
regulatory practice, to the effect that, as a result of (a) 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
thereof or therein,  or (b) any  official  or  administrative  pronouncement  or
action or judicial  decision  interpreting or applying such laws or regulations,
which  amendment or change is effective  or which  pronouncement  or decision is
announced  on or after the date of  issuance of the Trust  Preferred  Securities
under  the  Trust  Agreement,  there  is  more  than  an  insubstantial  risk of
impairment of the Company's ability to treat the Trust Preferred  Securities (or
any  substantial  portion  thereof)  as Tier 1 capital  (or the then  equivalent
thereof), for purposes of the capital adequacy guidelines of the Federal Reserve
(or any  successor  thereto),  as then in effect and  applicable to the Company;
provided,  however,  that the Trust or the  Company  shall  have  requested  and
received  such an  Opinion  of  Counsel  with  regard to such  matters  within a
reasonable period of time after the Trust or the Company shall have become aware
of the probable occurrence of any such event.

     "Certificate"  means  a  certificate  signed  by  the  principal  executive
officer,  the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company.  The Certificate need not comply
with the provisions of Section 15.7.

     "Change in 1940 Act Law" shall have the meaning set forth in the definition
of "Investment Company Event."

     "Commission" means the Securities and Exchange Commission.

     "Common  Securities"  means undivided  common  beneficial  interests in the
assets of the Trust that rank pari passu  with the Trust  Preferred  Securities;
provided,  however,  that upon the occurrence of an Event of Default, the rights
of holders of Common  Securities  to  payment  in

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respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of Trust Preferred Securities.

     "Company"  means BCSB  Bankcorp,  Inc., a  corporation  duly  organized and
validly  existing under the laws of the State of Maryland,  and,  subject to the
provisions of Article XII, shall also include its successors and assigns.

     "Compounded Interest" shall have the meaning set forth in Section 4.1.

     "Corporate  Trust  Office"  means the office of the Trustee or the Property
Trustee at which, at any particular  time, its corporate trust business shall be
principally administered.

     "Custodian" means any receiver,  trustee, assignee,  liquidator, or similar
official under any Bankruptcy Law.

     "Debentures" shall have the meaning set forth in the Recitals hereto.

     "Debentureholder,"  "holder of Debentures,"  "registered  holder," or other
similar  term,  means the Person or Persons in whose name or names a  particular
Debenture  shall be  registered  on the books of the Company or the Trustee kept
for that purpose in accordance with the terms of this Indenture.

     "Debenture Register" shall have the meaning set forth in Section 2.7(b).

     "Debt"  means with respect to any Person,  whether  recourse is to all or a
portion of the assets of such  Person and whether or not  contingent,  (i) every
obligation  of such Person for money  borrowed;  (ii) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or businesses;  (iii) every reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (iv) every  obligation of such Person issued or
assumed as the deferred  purchase  price of property or services (but  excluding
trade accounts payable or accrued  liabilities arising in the ordinary course of
business);  (v) every  capital lease  obligation of such Person;  and (vi) every
obligation of the type referred to in clauses (i) through (v) of another  Person
and all dividends of another Person the payment of which,  in either case,  such
Person has guaranteed or is responsible  or liable,  directly or indirectly,  as
obligor or otherwise.

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

     "Deferred Interest" shall have the meaning set forth in Section 4.1.

     "Dissolution   Event"  means  that  as  a  result  of  the  occurrence  and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust  Agreement and the Debentures  held by the Property  Trustee are to be
distributed to the holders of the Trust Securities  issued by the Trust pro rata
in accordance with the Trust Agreement.

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     "Event  of  Default"  means,  with  respect  to the  Debentures,  any event
specified in Section 7.1,  which has  continued  for the period of time, if any,
and after the giving of the notice, if any, therein designated.

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

     "Extended  Interest  Payment  Period"  shall have the  meaning set forth in
Section 4.1.

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

     "Floating  Interest  Rate"  shall  have the  meaning  set forth in  Section
2.5(a).

     "Generally Accepted Accounting Principles" means such accounting principles
as are generally accepted at the time of any computation required hereunder.

     "Governmental Obligations" means securities that are (i) direct obligations
of the  United  States of  America  for the  payment of which its full faith and
credit is pledged;  or (ii) obligations of a Person  controlled or supervised by
and acting as an agency or instrumentality of the United States of America,  the
payment  of which is  unconditionally  guaranteed  as a full  faith  and  credit
obligation  by the  United  States of  America  that,  in either  case,  are not
callable  or  redeemable  at the  option of the issuer  thereof,  and shall also
include a depository  receipt issued by a bank (as defined in Section 3(a)(2) of
the  Securities  Act)  as  custodian  with  respect  to  any  such  Governmental
Obligation  or a  specific  payment  of  principal  of or  interest  on any such
Governmental  Obligation held by such custodian for the account of the holder of
such depository  receipt;  provided,  however,  that (except as required by law)
such  custodian is not  authorized to make any deduction from the amount payable
to the  holder  of such  depositary  receipt  from any  amount  received  by the
custodian in respect of the  Governmental  Obligation or the specific payment of
principal  of or  interest  on the  Governmental  Obligation  evidenced  by such
depositary receipt.

     "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.

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

     "Interest Payment Date," has the meaning specified in Section 2.5(a).

     "Interest Reset Date" has the meaning specified in Section 2.5(d).

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

     "Investment  Company  Event" means the receipt by the Trust and the Company
of an Opinion of Counsel,  rendered by a law firm having a  recognized  national
securities law practice,  to the effect that, as a result of the occurrence of a
change in law or regulation or a change in

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interpretation  or  application  of law or regulation by any  legislative  body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
the Trust is or shall be considered an "investment  company" that is required to
be registered  under the  Investment  Company Act,  which Change in 1940 Act Law
becomes  effective  on or  after  the date of  original  issuance  of the  Trust
Preferred  Securities under the Trust  Agreement;  provided,  however,  that the
Trust or the  Company  shall  have  requested  and  received  such an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Trust or the Company shall have become aware of a Change in 1940 Act Law.

     "Maturity Date" means the date on which the Debentures  mature and on which
the  principal  shall be due and  payable  together  with all accrued and unpaid
interest thereon including Compounded Interest and Additional Interest, if any.

     "Ministerial Action" shall have the meaning set forth in Section 3.1.

     "Officers'  Certificate"  means a certificate signed by the Chief Executive
Officer,  President  or a Vice  President  and by the  Treasurer or an Assistant
Treasurer  or the  Secretary  or an  Assistant  Secretary of the Company that is
delivered  to the  Trustee  in  accordance  with the  terms  hereof.  Each  such
certificate shall include the statements provided for in Section 15.7, if and to
the extent required by the provisions thereof.

     "Opinion of Counsel"  means an opinion in writing of  independent,  outside
legal  counsel for the Company that is  delivered  to the Trustee in  accordance
with the terms hereof.  Each such opinion shall include the statements  provided
for in Section 15.7, if and to the extent required by the provisions thereof.

     "Outstanding," when used with reference to the Debentures,  means,  subject
to the  provisions of Section 10.4, as of any  particular  time,  all Debentures
theretofore  authenticated  and delivered by the Trustee  under this  Indenture,
except (i) Debentures  theretofore  canceled by the Trustee or any Paying Agent,
or delivered to the Trustee or any Paying  Agent for  cancellation  or that have
previously been canceled; (ii) Debentures or portions thereof for the payment or
redemption of which money or  Governmental  Obligations in the necessary  amount
shall have been  deposited  in trust with the  Trustee or with any Paying  Agent
(other than the Company) or shall have been set aside and segregated in trust by
the  Company  (if the  Company  shall act as its own  Paying  Agent);  provided,
however,  that if such  Debentures  or  portions  of such  Debentures  are to be
redeemed prior to the maturity  thereof,  notice of such  redemption  shall have
been given as provided in Article III or provision  satisfactory  to the Trustee
shall have been made for giving such notice;  and (iii) Debentures in lieu of or
in substitution  for which other Debentures  shall have been  authenticated  and
delivered  pursuant  to the terms of Section  2.7;  provided,  however,  that in
determining  whether the holders of the requisite  percentage of Debentures have
given any such request, notice, consent or waiver hereunder,  Debentures held by
the Company or any  Affiliate of the Company  shall not be  included;  provided,
further,  that the  Trustee  shall be  protected  in acting or relying  upon any
request,  notice,  consent or waiver unless a Responsible Officer of the Trustee
shall have actual knowledge that the holder of any such Debenture is the Company
or an Affiliate thereof.

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<PAGE>

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.3.

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

     "Predecessor  Debenture" means every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such  particular  Debenture;  and,
for the purposes of this definition,  any Debenture  authenticated and delivered
under  Section 2.9 in lieu of a lost,  destroyed  or stolen  Debenture  shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debenture.

     "Property Trustee" has the meaning set forth in the Trust Agreement.

     "Resale  Restriction  Termination  Date" means,  with respect to the offer,
sale or other transfer of a Debenture,  (a) the date which is two years (or such
shorter  period of time as permitted by Rule 144(k)  under the  Securities  Act)
after the later of the original  issue date of such  Debenture and the last date
on which the  Company  or any  Affiliate  of the  Company  was the owner of such
Debenture (or any predecessor of the Debenture) and (b) such later date, if any,
as may be required by applicable laws.

     "Redemption Date" shall have the meaning set forth in Section 3.2(a).

     "Redemption Price" shall have the meaning set forth in Section 3.1.

     "Responsible  Officer"  when used with  respect  to the  Trustee  means any
officer   within  the  Corporate   Trust  Office  of  the  Trustee  with  direct
responsibility  for the  administration  of this  Indenture,  including any vice
president,  any assistant vice president,  any assistant  secretary or any other
officer or assistant  officer of the Trustee  customarily  performing  functions
similar to those performed by the Persons who at the time shall be such officers
or to whom such  corporate  trust matter is referred  because of that  officer's
knowledge of and familiarity with the particular subject.

     "Scheduled Maturity Date" means June 30, 2032.

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

     "Senior Debt" means the principal of (and premium, if any) and interest, if
any  (including  interest  accruing  on or after the filing of any  petition  in
bankruptcy  or for  reorganization  relating to the Company  whether or not such
claim for post-petition  interest is allowed in such  proceeding),  on all Debt,
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  unless, 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  in right of payment to the  Debentures  or to other Debt which is pari
passu with, or subordinated to, the Debentures;  provided,  however, that Senior
Debt shall not be deemed to include (i) any Debt of the Company  owed which when
incurred and without respect to any election under Section 1111(b) of the

                                       7
<PAGE>

United States  Bankruptcy Code of 1978, as amended,  was without recourse to the
Company;  (ii) Debt which by its terms is subordinated to trade accounts payable
or accrued  liabilities  arising in the ordinary  course of business;  and (iii)
Debt which constitutes Subordinated Debt.

     "Senior Indebtedness" shall have the meaning set forth in Section 16.1.

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

     "Subordinated  Debt"  means  the  principal  of (and  premium,  if any) and
interest,  if any  (including  interest  accruing  on or after the filing of any
petition in bankruptcy or for reorganization  relating to the Company whether or
not such claim for  post-petition  interest is allowed in such  proceeding),  on
Debt,  whether  incurred on or prior to the date of this Indenture or thereafter
incurred,  which is by its terms expressly provided to be junior and subordinate
to Senior Debt of the Company (other than the  Debentures);  provided,  however,
that Subordinated Debt will not be deemed to include (i) any Debt of the Company
which when incurred and without respect to any election under Section 1111(b) of
the United States  Bankruptcy Code of 1978, as amended,  was without recourse to
the Company,  (ii) any Debt which by its terms is subordinated to trade accounts
payable or accrued liabilities arising in the ordinary course of business; (iii)
Debt which  constitutes  Senior Debt and (iv) any Debt of the Company under debt
securities (and guarantees in respect of these debt securities) initially issued
to any trust,  or a trustee of a trust,  partnership or other entity  affiliated
with the Company that is,  directly or  indirectly,  a financing  vehicle of the
Company in connection  with the issuance by that entity of preferred  securities
or other securities  which are intended to qualify for Tier 1 capital  treatment
for purposes of the capital adequacy  guidelines of the Federal Reserve, as then
in effect.

     "Subsidiary"  means,  with respect to any Person,  (i) any  corporation  at
least a majority of whose  outstanding  Voting Stock shall at the time be 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,  limited  liability  company,  joint venture or similar entity,  at
least a majority of whose outstanding  partnership or similar interests 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.

     "Tax Event" means the receipt by the Company and the Trust of an Opinion of
Counsel, rendered by a law firm having a recognized federal tax law practice, 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 or judicial
decision  interpreting or applying such laws or regulations,  which amendment or
change is effective or which  pronouncement or decision is announced on or after
the  date  of  issuance  of the  Trust  Preferred  Securities  under  the  Trust
Agreement,  there is more than an  insubstantial  risk that (i) the Trust is, or
shall be within 90 days after the date of such  Opinion of  Counsel,  subject to
United States federal  income tax with respect to income  received or accrued on
the Debentures;  (ii) interest  payable by the Company on the Debentures is not,
or  within 90 days  after the date of such  Opinion  of  Counsel,  shall not be,
deductible by the Company, in whole or in part, for

                                       8
<PAGE>

United States  federal  income tax purposes;  or (iii) the Trust is, or shall be
within 90 days after the date of such Opinion of Counsel, subject to more than a
de minimis  amount of other taxes,  duties,  assessments  or other  governmental
charges;  provided,  however, that the Trust or the Company shall have requested
and received  such an Opinion of Counsel  with regard to such  matters  within a
reasonable period of time after the Trust or the Company shall have become aware
of the occurrence or the possible  occurrence of any of the events  described in
clauses (i) through (iii) above.

     "Three-Month LIBOR" shall have the meaning set forth in Section 2.5(d).

     "Trust" means BCSB Bankcorp Capital Trust I, a Delaware  statutory business
trust.

     "Trust Agreement" means the Amended and Restated Trust Agreement, effective
as of June 27, 2002, of the Trust, as amended from time to time.

     "Trust Preferred Securities" means undivided preferred beneficial interests
in the assets of the Trust that rank pari passu with Common Securities issued by
the Trust;  provided,  however, that upon the occurrence of an Event of Default,
the  rights  of  holders  of  Common   Securities   to  payment  in  respect  of
distributions  and payments  upon  liquidation,  redemption  and  otherwise  are
subordinated to the rights of holders of Trust Preferred Securities.

     "Trust Preferred Securities Guarantee" means any guarantee that the Company
may enter into with the  Trustee or other  Persons  that  operates  directly  or
indirectly for the benefit of holders of Trust Preferred Securities.

     "Trustee" means Wells Fargo Bank, National  Association and, subject to the
provisions of Article IX, shall also include its  successors and assigns in each
such Person's capacity as trustee  hereunder,  and, if at any time there is more
than one Person acting in such  capacity  hereunder,  "Trustee"  shall mean each
such Person.

     "Trust  Indenture  Act,"  means  the  Trust  Indenture  Act of  1939 or any
successor statute thereto, in each case as amended from time to time.

     "Trust   Securities"  means  the  Common  Securities  and  Trust  Preferred
Securities, collectively.

     "Voting Stock," as applied to stock of any Person, 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.

                                       9
<PAGE>

                                   ARTICLE II

                     ISSUE, DESCRIPTION, TERMS, CONDITIONS,
                  REGISTRATION AND EXCHANGE OF THE DEBENTURES

     SECTION 2.1 DESIGNATION AND PRINCIPAL AMOUNT.
                 ---------------------------------

     There is hereby authorized  Debentures designated the "Floating Rate Junior
Subordinated  Deferrable  Interest  Debentures  due June 30,  2032,"  limited in
aggregate principal amount to Twelve Million Eight Hundred Eighty Seven Thousand
Dollars ($12,887,000) which amount shall be as set forth in any written order of
the Company  for the  authentication  and  delivery  of  Debentures  pursuant to
Section 2.6.

     SECTION 2.2 MATURITY.
                 ---------

          (a)  The Maturity Date shall be either:

          (i)  the Scheduled Maturity Date; or

          (ii) if the Company  elects to  accelerate  the Maturity  Date to be a
               date prior to the  Scheduled  Maturity  Date in  accordance  with
               Sections 2.2(b) and 2.2(c), the Accelerated Maturity Date.

          (b) The Company may at any time before the day which is 90 days before
     the Scheduled  Maturity Date and after June 30, 2007,  elect to shorten the
     Maturity Date only once to the Accelerated  Maturity Date provided that the
     Company has  received  the prior  approval  of the Federal  Reserve if then
     required under applicable  capital  guidelines,  policies or regulations of
     the Federal Reserve.

          (c)  If  the  Company  elects  to  accelerate  the  Maturity  Date  in
     accordance  with  Section  2.2(b),  the  Company  shall give  notice to the
     Trustee and the Trust (unless the Property Trustee is not the holder of the
     Debentures,  in which case the  Trustee  will give notice to the holders of
     the  Debentures)  of  the   acceleration  of  the  Maturity  Date  and  the
     Accelerated Maturity Date at least 30 days and no more than 180 days before
     the Accelerated Maturity Date.

     SECTION 2.3 FORM AND PAYMENT.
                 -----------------

     The Debentures shall be issued in certificated form, registered in the name
of the holder thereof,  without interest coupons. The Debentures,  including the
Certificate of  Authentication,  shall be substantially in the form of Exhibit A
hereto. Prior to the Resale Restriction Termination Date, the Debentures will be
issued and may only be transferred in a minimum  aggregate  principal  amount of
$100,000.  Subsequent to the Resale Restriction Termination Date, the Debentures
may only be transferred in a minimum aggregate principal amount of $100,000. Any
attempted  transfer not in accordance  with the preceding two sentences shall be
void and of no effect whatsoever.

                                       10
<PAGE>

     Principal and interest on the Debentures  issued in certificated form shall
be  payable,  the  transfer of such  Debentures  shall be  registrable  and such
Debentures  shall be  exchangeable  for Debentures  bearing  identical terms and
provisions at or through the office or agency of the Trustee; provided, however,
that  payment  of  interest  may be made at the  option of the  Company by check
mailed to the holder at such address as shall appear in the  Debenture  Register
or by wire  transfer to an account  maintained by the holder as specified in the
Debenture   Register,   provided  that  the  holder   provides  proper  transfer
instructions by the regular record date.  Notwithstanding the foregoing, so long
as the  holder  of any  Debentures  is the  Property  Trustee,  the  payment  of
principal  of  and  interest  (including   Compounded  Interest  and  Additional
Interest,  if any) on such Debentures held by the Property Trustee shall be made
at such place and to such account as may be designated by the Property Trustee.

     SECTION 2.4 INTENTIONALLY LEFT BLANK.
                 -------------------------

     SECTION 2.5 INTEREST.
                 ---------


          (a)   Each   Debenture   shall   bear   interest   at  the   rate   of
     [________________] per annum over the Three-Month LIBOR Rate, calculated on
     each Interest Reset Date (the "Floating Interest Rate"),  from the original
     date of issuance until the principal  thereof becomes due and payable,  and
     on any overdue  principal  and (to the extent that payment of such interest
     is enforceable under applicable law) on any overdue installment of interest
     at the Floating Interest Rate,  compounded  quarterly,  payable (subject to
     the  provisions  of Article IV)  quarterly in arrears on March 30, June 30,
     September  30 and  December 30 of each year (each such date,  an  "Interest
     Payment Date," and each quarterly  period,  an "Interest  Payment Period"),
     commencing on September 30, 2002 to the Person in whose name such Debenture
     or any Predecessor Debenture is registered, at the close of business on the
     regular record date for such interest installment,  which shall be the 15th
     of the last month of each Interest Payment Period.

          (b) The Floating  Interest Rate for each Interest  Payment Period will
     be set on the second London  business day preceding  each Interest  Payment
     Date; provided, that the initial Floating Interest Rate will be set on June
     27,  2002 and will  not be  reset  until  September  28,  2002,  until  the
     principal on the Debentures is paid or made  available for payment.  If the
     Interest  Reset Date is not a Business Day,  then such Interest  Reset Date
     shall be the next succeeding day which is a Business Day. In no event shall
     the Floating Interest Rate exceed 12% prior to June 30, 2007.

          (c) The amount of interest  payable for any  Interest  Payment  Period
     shall be computed on the basis of a 360-day year of twelve  30-day  months.
     The amount of interest payable for any period shorter than a full quarterly
     Interest  Payment Period for which interest is computed,  shall be computed
     on the basis of the  number  of days  elapsed  in a 360-day  year of twelve
     30-day  months.  In the event that any date on which interest is payable on
     the  Debentures is not a Business Day, then payment of interest  payable on
     such date shall be made on the next  succeeding day which is a Business Day
     (and  without any  interest or other  payment in respect of any such delay)
     except that, if such Business Day is in the next succeeding  calendar year,
     such payment shall be made on the immediately  preceding  Business Day (and
     without any reduction of interest or any other

                                       11
<PAGE>

     payment in respect  of any such  acceleration),  in each case with the same
     force  and  effect  as if made on the  date  such  payment  was  originally
     payable.

          (d) The  "Three-Month  LIBOR Rate" shall mean the rate  determined  in
     accordance with the following provisions:

          (i)  On the second London business day preceding each Interest Payment
               Date (each such date,  an  "Interest  Reset  Date"),  Wells Fargo
               Bank,  National  Association  (the  "Calculation   Agent"),  will
               determine the Three-Month  LIBOR Rate which shall be the rate for
               deposits in the London  interbank market in U.S. dollars having a
               three-month maturity commencing on the second London business day
               immediately  following  such Interest Reset Date which appears on
               the Telerate  Page 3750 as of 11:00 a.m.,  London  time,  on such
               Interest  Reset Date.  "Telerate  Page 3750" means the display on
               Page 3750 of the Dow Jones  Telerate  Service (or such other page
               as may  replace  that page on that  service  for the  purpose  of
               displaying London interbank offered rates of major banks for U.S.
               dollar deposits).  If the Three-Month LIBOR Rate on such Interest
               Reset  Date  does not  appear on the  Telerate  Page  3750,  such
               Three-Month  LIBOR Rate will be  determined  as described in (ii)
               below.  London  business  day means any day on which  dealings in
               deposits in U.S.  dollars are transacted in the London  interbank
               market.

          (ii) With respect to an Interest Reset Date for which the  Three-Month
               LIBOR Rate does not appear on the Telerate Page 3750 as specified
               in (i) above,  the  Calculation  Agent will request the principal
               London offices of each of Barclays Bank PLC, Midland Bank PLC and
               National  Westminster  Bank PLC to provide the Calculation  Agent
               with its offered  quotation for deposits in U.S. dollars having a
               three-month maturity commencing on the second London business day
               immediately  following such Interest Reset Date to prime banks in
               the London interbank market at approximately  11:00 a.m.,  London
               time, on such Interest Reset Date and in a principal  amount that
               is representative for a single transaction in such market at such
               time.  If  at  least  two  such  quotations  are  provided,   the
               Three-Month  LIBOR Rate on such  Interest  Reset Date will be the
               arithmetic mean (rounded  upwards,  if necessary,  to the nearest
               one  hundred-thousandth  of a percentage point, with five or more
               one-millionths  of one percentage  point rounded upwards) of such
               quotations.  If  fewer  than two  quotations  are  provided,  the
               Three-Month  LIBOR Rate  determined on such  Interest  Reset Date
               will be the arithmetic mean (rounded  upwards,  if necessary,  to
               the nearest one  hundred-thousandth  of a percentage  point, with
               five or  more  one-millionths  of one  percentage  point  rounded
               upwards) of the rates  quoted at  approximately  11:00 a.m.,  New
               York City  time,  on such  Interest  Reset Date for loans in U.S.
               dollars to leading European banks, having a three-month  maturity
               commencing  on  the  second  London   business  day   immediately
               following such Interest Reset Date and in a principal amount that
               is representative for a single transaction in such market at such
               time

                                       12
<PAGE>

               by J.P.  Morgan Chase & Co,  Citibank and Bank of New York in New
               York City;  provided,  however,  if the banks so  selected by the
               Calculation  Agent are not quoting as aforesaid,  the Three-Month
               LIBOR Rate with respect to such  Interest  Reset Date will be the
               Three-Month LIBOR Rate in effect on such Interest Reset Date.

          (e) The  Floating  Interest  Rate and amount of interest to be paid on
     the Debentures  for each Interest  Payment Period will be determined by the
     Calculation Agent. All calculations made by the Calculation Agent shall, in
     the absence of manifest  error,  be conclusive for all purposes and binding
     on the Company and Holders of the  Debentures.  So long as the  Three-Month
     LIBOR Rate is required to be  determined  with  respect to the  Debentures,
     there will at all times be a Calculation  Agent. In the event that any then
     acting  Calculation Agent shall be unable or unwilling to act, or that such
     Calculation  Agent shall fail duly to establish the Three-Month  LIBOR Rate
     for any Interest  Payment  Period,  or that the Company  proposes to remove
     such Calculation Agent, the Company shall appoint another Person which is a
     bank, trust company, investment banking firm or other financial institution
     to act as the Calculation Agent.

          (f) The Trustee shall provide written notice of the Floating  Interest
     Rate as certified by the Calculation  Agent to each holder of Debentures as
     set  forth in the  Debenture  Register  no later  than five  Business  Days
     following each Interest Reset Date.

          (g) If, at any time  while the  Property  Trustee is the holder of any
     Debentures, the Trust or the Property Trustee is required to pay any taxes,
     duties,  assessments or governmental  charges of whatever nature imposed by
     the United States,  or any other taxing  authority,  then, in any case, the
     Company  shall  pay  as  additional  amounts  ("Additional  Sums")  on  the
     Debentures held by the Property Trustee,  such additional  amounts as shall
     be required so that the net amounts  received and retained by the Trust and
     the Property Trustee after paying such taxes, duties,  assessments or other
     governmental  charges  shall be  equal to the  amounts  the  Trust  and the
     Property Trustee would have received had no such taxes, duties, assessments
     or other government charges been imposed.

          (h) The  Floating  Interest  Rate will in no event be higher  than the
     maximum rate permitted by the law of the State of Maryland,  or, if higher,
     the law of the United States of America.

     SECTION 2.6 EXECUTION AND AUTHENTICATIONS.
                 ------------------------------

          (a) The  Debentures  shall be signed on behalf of the  Company  by its
     Chief Executive Officer, President or one of its Vice Presidents, under its
     corporate  seal, if any,  attested by its Secretary or one of its Assistant
     Secretaries.  Signatures  may be in  the  form  of a  manual  or  facsimile
     signature.  The Company may use the  facsimile  signature of any Person who
     shall have been a Chief  Executive  Officer,  President  or Vice  President
     thereof,  or of any  Person who shall have been a  Secretary  or  Assistant
     Secretary thereof, notwithstanding the fact that at the time the Debentures
     shall be authenticated  and delivered or disposed of such Person shall have
     ceased to be the Chief Executive Officer,

                                       13
<PAGE>

     President or a Vice President,  or the Secretary or an Assistant Secretary,
     of the Company (and any such  signature  shall be binding on the  Company).
     The  corporate  seal  of the  Company,  if  any,  may be in the  form  of a
     facsimile  of  such  seal  and  may be  impressed,  affixed,  imprinted  or
     otherwise  reproduced on the  Debentures.  The  Debentures may contain such
     notations,  legends or endorsements required by law, stock exchange rule or
     usage. Each Debenture shall be dated the date of its  authentication by the
     Trustee. A Debenture shall not be valid until authenticated  manually by an
     authorized  signatory of the Trustee,  or by an Authenticating  Agent. Such
     signature shall be conclusive  evidence that the Debenture so authenticated
     has been duly authenticated and delivered  hereunder and that the holder is
     entitled to the benefits of this Indenture.

          (b) At any time and from time to time after the execution and delivery
     of this  Indenture,  the  Company may  deliver  Debentures  executed by the
     Company to the Trustee for authentication, together with a written order of
     the Company for the  authentication  and delivery of such Debentures signed
     by its Chief  Executive  Officer,  President or any Vice  President and its
     Treasurer or any Assistant  Treasurer,  and the Trustee in accordance  with
     such written order shall authenticate and deliver such Debentures.

          (c) In  authenticating  such  Debentures  and accepting the additional
     responsibilities  under this Indenture in relation to such Debentures,  the
     Trustee shall be entitled to receive, and (subject to Section 9.1(b)) shall
     be fully  protected in relying upon, an Opinion of Counsel stating that the
     form and  terms  thereof  have  been  established  in  conformity  with the
     provisions of this Indenture.

          (d) The Trustee shall not be required to authenticate  such Debentures
     if the issue of such Debentures pursuant to this Indenture shall affect the
     Trustee's own rights,  duties or immunities  under the  Debentures and this
     Indenture or otherwise in a manner that is not reasonably acceptable to the
     Trustee.

     SECTION 2.7 REGISTRATION OF TRANSFER AND EXCHANGE.
                 --------------------------------------

          (a)  Subject  to  Section  2.3,   Debentures  may  be  exchanged  upon
     presentation  thereof at the office or agency of the Company designated for
     such  purpose in  Wilmington,  Delaware  or at the office of the  Debenture
     Registrar,  for other Debentures and for a like aggregate  principal amount
     in  denominations  of integral  multiples of $1,000,  upon payment of a sum
     sufficient  to  cover  any tax or other  governmental  charge  in  relation
     thereto,  all as provided in this Section 2.7. In respect of any Debentures
     so surrendered for exchange,  the Company shall execute, the Trustee,  upon
     written order of the Company,  shall authenticate and such office or agency
     shall deliver in exchange  therefore  the Debenture or Debentures  that the
     Debentureholder  making the exchange shall be entitled to receive,  bearing
     numbers not contemporaneously outstanding.

          (b) The  Company  shall  keep,  or cause to be kept,  at its office or
     agency designated for such purpose in Wilmington, Delaware or at the office
     of the Debenture Registrar or such other location designated by the Company
     a register or registers (herein referred to as the "Debenture Register") in
     which,  subject to such  reasonable  regulations as it may  prescribe,  the
     Company shall  register the  Debentures  and the transfers of

                                       14
<PAGE>

     Debentures as provided in this Article II and which at all reasonable times
     shall be open for inspection by the Trustee.  The registrar for the purpose
     of  registering  Debentures  and transfer of Debentures as herein  provided
     shall  initially be the Trustee and  thereafter  as may be appointed by the
     Company as  authorized by Board  Resolution  (the  "Debenture  Registrar").
     Subject to Section 2.3, upon surrender for transfer of any Debenture at the
     office or agency of the Company  designated  for such purpose,  the Company
     shall  execute,  the  Trustee,  upon written  order of the  Company,  shall
     authenticate  and such  office or agency  shall  deliver in the name of the
     transferee  or  transferees  a new  Debenture  or  Debentures  for  a  like
     aggregate  principal  amount.  All Debentures  presented or surrendered for
     exchange or  registration  of  transfer,  as provided in this  Section 2.7,
     shall be  accompanied  (if so  required  by the  Company  or the  Debenture
     Registrar) by a written  instrument  or  instruments  of transfer,  in form
     satisfactory  to the Company or the Debenture  Registrar,  duly executed by
     the  registered  holder or by such  holder's  duly  authorized  attorney in
     writing.

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

     THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE  "SECURITIES  ACT"),  ANY STATE  SECURITIES  LAWS OR ANY OTHER
     APPLICABLE  SECURITIES  LAWS.  NEITHER THIS  DEBENTURE  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  THE   TRANSACTION   IS  EXEMPT  FROM,   OR  NOT  SUBJECT  TO,  SUCH
     REGISTRATION.  PRIOR TO (X) THE DATE  WHICH IS TWO YEARS  (OR SUCH  SHORTER
     PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES  ACT) AFTER
     THE LATER OF (i) THE  ORIGINAL  ISSUE DATE  HEREOF OR (ii) THE LAST DATE ON
     WHICH THE  COMPANY OR ANY  AFFILIATE  OF THE  COMPANY WAS THE OWNER OF THIS
     DEBENTURE (OR ANY  PREDECESSOR OF THIS  DEBENTURE) AND (Y) SUCH LATER DATE,
     IF ANY, AS MAY BE  REQUIRED BY  APPLICABLE  LAWS (THE  "RESALE  RESTRICTION
     TERMINATION  DATE"),  THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF
     AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE  TRANSFER
     THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN AFFILIATE OF THE COMPANY,  (B)
     PURSUANT TO A  REGISTRATION  STATEMENT  WHICH HAS BEEN  DECLARED  EFFECTIVE
     UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS DEBENTURE IS ELIGIBLE FOR
     RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES
     ACT,  TO A PERSON IT  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 IN  COMPLIANCE  WITH RULE
     144A, (D) TO AN INSTITUTIONAL  "ACCREDITED  INVESTOR" WITHIN THE MEANING OF
     SUBPARAGRAPH  (A)(1),  (2), (3) OR (7) OF RULE 501

                                       15
<PAGE>

     UNDER THE  SECURITIES  ACT THAT IS  ACQUIRING  THIS  DEBENTURE  FOR ITS OWN
     ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR,"
     FOR  INVESTMENT  PURPOSES  AND NOT  WITH A VIEW TO OR FOR  OFFER OR SALE IN
     CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF THE SECURITIES ACT, OR
     (E)  PURSUANT  TO  ANOTHER   AVAILABLE   EXEMPTION  FROM  THE  REGISTRATION
     REQUIREMENTS  OF THE  SECURITIES  ACT,  SUBJECT  TO THE  COMPANY'S  AND THE
     TRUSTEE'S  RIGHT  PRIOR  TO  ANY  SUCH  OFFER,  SALE,   TRANSFER  OR  OTHER
     DISPOSITION  (i)  PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY
     THE  HOLDER  OF  AN  OPINION  OF  COUNSEL,   CERTIFICATIONS   AND/OR  OTHER
     INFORMATION  SATISFACTORY  TO THE COMPANY TO CONFIRM THAT SUCH  TRANSFER IS
     BEING MADE PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT
     TO THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF
     THE FOREGOING  CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
     APPEARING ON THE OTHER SIDE OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY
     THE  TRANSFEROR  TO THE TRUSTEE AND THE  REGISTRAR IN  CONNECTION  WITH ANY
     TRANSFER  OF THIS  DEBENTURE  PRIOR TO THE RESALE  RESTRICTION  TERMINATION
     DATE.  THE  HOLDER  MUST  CHECK  THE  APPROPRIATE  BOX  SET  FORTH  ON  THE
     CERTIFICATE OF TRANSFER  RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
     THE  CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE REGISTRAR.  THIS LEGEND
     WILL BE REMOVED  UPON  REQUEST OF THE HOLDER  AFTER THE  EARLIER OF (i) THE
     TRANSFER OF THE DEBENTURE  EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR
     (ii) THE RESALE  RESTRICTION  TERMINATION  DATE.  THE HOLDER WILL, AND EACH
     SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF
     THE RESALE RESTRICTIONS REFERRED TO HEREIN.

     PRIOR TO THE RESALE  RESTRICTION  TERMINATION  DATE,  THIS DEBENTURE MAY BE
     TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM  AGGREGATE  PRINCIPAL  AMOUNT OF
     NOT LESS THAN  $100,000.  ANY  ATTEMPTED  TRANSFER OF THIS  DEBENTURE IN AN
     AGGREGATE  PRINCIPAL  AMOUNT  OF LESS  THAN  $100,000  PRIOR TO THE  RESALE
     RESTRICTION  TERMINATION  DATE  SHALL BE  DEEMED TO BE VOID AND OF NO LEGAL
     EFFECT  WHATSOEVER.  AFTER SUCH RESALE  RESTRICTION  TERMINATION  DATE, ANY
     ATTEMPTED  TRANSFER OF THIS DEBENTURE IN AN AGGREGATE  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  DEBENTURE FOR ANY PURPOSE,  INCLUDING,  BUT NOT LIMITED TO,
     THE  RIGHT  TO  RECEIVE  INTEREST  PAYMENTS  ON THIS  DEBENTURE,  AND  SUCH
     PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
     DEBENTURE.

                                       16
<PAGE>

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

          (d) No service  charge shall be made for any exchange or  registration
     of transfer of  Debentures,  or issue of new  Debentures in case of partial
     redemption,  but the  Company may require  payment of a sum  sufficient  to
     cover any tax or other governmental charge in relation thereto.  Other than
     exchanges pursuant to Section 2.8, the Company shall not be required (i) to
     issue,  exchange or register the transfer of any Debentures during a period
     beginning at the opening of 15 business  days before the day of the mailing
     of a notice of redemption of less than all the  Outstanding  Debentures and
     ending at the close of  business  on the day of such  mailing;  nor (ii) to
     register  the transfer of or exchange any  Debentures  or portions  thereof
     called for redemption.

          (e) Nothing  herein  withstanding,  the Property  Trustee shall not be
     authorized,  other than in the case of Default,  to cause the transfer of a
     Denture issued hereunder except (i) upon prior consent and authorization by
     the  Administrative  Trustees  or (ii) upon  order of a court of  competent
     jurisdiction.

          (f)  Debentures  may only be  transferred,  in  whole  or in part,  in
     accordance with the terms and conditions set forth in this  Indenture.  Any
     transfer or purported transfer of any Debenture not made in accordance with
     this Indenture shall be null and void.

     SECTION 2.8 TEMPORARY DEBENTURES.
                 ---------------------

     Pending the preparation of definitive Debentures,  the Company may execute,
and the Trustee shall authenticate and deliver,  temporary  Debentures (printed,
lithographed, or typewritten).  Such temporary Debentures shall be substantially
in the form of the definitive  Debentures in lieu of which they are issued,  but
with  such  omissions,  insertions  and  variations  as may be  appropriate  for
temporary Debentures,  all as may be determined by the Company.  Every temporary
Debenture shall be executed by the Company and be  authenticated  by the Trustee
upon the same  conditions and in  substantially  the same manner,  and with like
effect,  as the definitive  Debentures.  Without  unnecessary  delay the Company
shall execute and shall furnish  definitive  Debentures and thereupon any or all
temporary  Debentures may be surrendered in exchange therefor (without charge to
the holders), at the office or agency of the Company designated for that purpose
in  Wilmington,  Delaware or such other  office or agency as the  Company  shall
designate for that purpose pursuant to Section 5.2 hereof, and the Trustee shall
authenticate, upon written order of the Company, and such office or agency shall
deliver in exchange for such temporary  Debentures an equal aggregate  principal
amount of definitive  Debentures,  unless the Company advises the Trustee to the
effect that definitive  Debentures need not be authenticated and furnished until
further notice from the Company.  Until so exchanged,  the temporary  Debentures
shall be  entitled  to the same  benefits  under this  Indenture  as  definitive
Debentures authenticated and delivered hereunder.

                                       17
<PAGE>

     SECTION 2.9 MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES.
                 ------------------------------------------------

          (a) In  case  any  temporary  or  definitive  Debenture  shall  become
     mutilated or be destroyed, lost or stolen, the Company (subject to the next
     succeeding  sentence) shall execute,  and upon the Company's  written order
     and request  the Trustee  (subject as  aforesaid)  shall  authenticate  and
     deliver,   a  new   Debenture   bearing  a  number  not   contemporaneously
     outstanding,  in exchange and substitution for the mutilated Debenture,  or
     in lieu of and in substitution for the Debenture so destroyed, lost, stolen
     or mutilated. In every case the applicant for a substituted Debenture shall
     furnish to the Company and the Trustee such security or indemnity as may be
     required  by them to hold  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 the  applicant's  Debenture  and of the  ownership  thereof.  The
     Trustee may  authenticate  any such  substituted  Debenture and deliver the
     same upon the  written  order and  request  or  authorization  of the Chief
     Executive Officer, President or any Vice President and the Treasurer or any
     Assistant  Treasurer of the Company.  Upon the issuance of any  substituted
     Debenture, the Company may require the payment of a sum sufficient to cover
     any tax or other  governmental  charge  that  may be  imposed  in  relation
     thereto  and any other  expenses  (including  the fees and  expenses of the
     Trustee) connected therewith.  In case any Debenture that has matured or is
     about to mature shall become mutilated or be destroyed, lost or stolen, the
     Company may,  instead of issuing a substitute  Debenture,  pay or authorize
     the payment of the same (without  surrender thereof except in the case of a
     mutilated Debenture) if the applicant for such payment shall furnish to the
     Company and the Trustee  such  security or indemnity as they may require to
     hold them harmless, and, in case of destruction, loss or theft, evidence to
     the satisfaction of the Company and the Trustee of the destruction, loss or
     theft of such Debenture and of the ownership thereof.

          (b) Every  replacement  Debenture issued pursuant to the provisions of
     this Section 2.9 shall constitute an additional  contractual  obligation of
     the  Company  whether  or not the  mutilated,  destroyed,  lost  or  stolen
     Debenture  shall be found at any time,  or be  enforceable  by anyone,  and
     shall  be  entitled  to all the  benefits  of this  Indenture  equally  and
     proportionately  with any and all other  Debentures duly issued  hereunder.
     All Debentures shall be held and owned upon the express  condition that the
     foregoing  provisions  are  exclusive  with respect to the  replacement  or
     payment  of  mutilated,  destroyed,  lost or stolen  Debentures,  and shall
     preclude  (to the  extent  lawful)  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 2.10 CANCELLATION.
                  -------------

     All Debentures surrendered for the purpose of payment, redemption, exchange
or  registration  of transfer shall, if surrendered to the Company or any Paying
Agent, be delivered to the Trustee for  cancellation,  or, if surrendered to the
Trustee,  shall be  canceled  by it, and no  Debentures  shall be issued in lieu
thereof  except as expressly  required or permitted by any of the  provisions of
this  Indenture.  On request of the Company at the time of such  surrender,  the

                                       18
<PAGE>

Trustee shall deliver to the Company canceled Debentures held by the Trustee. In
the absence of such  request the Trustee may dispose of canceled  Debentures  in
accordance with its standard procedures and deliver a certificate of disposition
to the Company.  If the Company shall  otherwise  acquire any of the Debentures,
however,  such acquisition  shall not operate as a redemption or satisfaction of
the  indebtedness  represented by such Debentures  unless and until the same are
delivered to the Trustee for cancellation.

     SECTION 2.11 BENEFIT OF INDENTURE.
                  ---------------------

     Nothing in this Indenture or in the Debentures,  express or implied,  shall
give or be  construed to give to any Person,  other than the parties  hereto and
the holders of the  Debentures  (and,  with respect to the provisions of Article
XVI,  the  holders of the Senior  Indebtedness)  any legal or  equitable  right,
remedy or claim under or in respect of this  Indenture,  or under any  covenant,
condition or provision  herein  contained;  all such  covenants,  conditions and
provisions  being for the sole benefit of the parties  hereto and of the holders
of the  Debentures  (and,  with  respect to the  provisions  of Article XVI, the
holders of the Senior Indebtedness).

     SECTION 2.12 AUTHENTICATION AGENT.
                  ---------------------

          (a) So long as any of the Debentures  remain  Outstanding there may be
     an  Authenticating  Agent for any or all such  Debentures,  and the Trustee
     shall  have  the  right  to  appoint  such   Authenticating   Agent.   Said
     Authenticating Agent shall be authorized to act on behalf of the Trustee to
     authenticate   Debentures   issued  upon  exchange,   transfer  or  partial
     redemption  thereof,  and Debentures so authenticated  shall be entitled to
     the benefits of this  Indenture and shall be valid and  obligatory  for all
     purposes as if  authenticated by the Trustee  hereunder.  All references in
     this Indenture to the  authentication of Debentures by the Trustee shall be
     deemed  to  include   authentication  by  an  Authenticating   Agent.  Each
     Authenticating  Agent  shall be  acceptable  to the  Company and shall be a
     corporation  that has a combined  capital  and  surplus,  as most  recently
     reported or determined by it, sufficient under the laws of any jurisdiction
     under which it is organized  or in which it is doing  business to conduct a
     trust business, and that is otherwise authorized under such laws to conduct
     such business and is subject to  supervision  or  examination by federal or
     state authorities.  If at any time any Authenticating  Agent shall cease to
     be  eligible  in  accordance  with  these   provisions,   it  shall  resign
     immediately.

          (b) 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 (and upon request by the Company  shall)  terminate  the agency of
     any  Authenticating  Agent by giving  written notice of termination to such
     Authenticating Agent and to the Company.  Upon resignation,  termination or
     cessation  of  eligibility  of any  Authenticating  Agent,  the Trustee may
     appoint  an  eligible  successor  Authenticating  Agent  acceptable  to the
     Company.  Any  successor  Authenticating  Agent,  upon  acceptance  of  its
     appointment hereunder,  shall become vested with all the rights, powers and
     duties  of  its  predecessor   hereunder  as  if  originally  named  as  an
     Authenticating Agent pursuant hereto.

                                       19
<PAGE>

                                  ARTICLE III

                            REDEMPTION OF DEBENTURES

     SECTION 3.1 SPECIAL EVENT REDEMPTION.
                  ------------------------

     If, prior to June 30, 2007, a Special Event has occurred and is continuing,
then,  notwithstanding Section 3.2(a) but subject to Section 3.2(b), the Company
shall have the right  upon not less than 30 days' nor more than 60 days'  notice
to the holders of the Debentures to redeem the  Debentures,  in whole but not in
part,  for cash within 180 days  following the  occurrence of such Special Event
(the "180-Day  Period") at a redemption price equal to One Hundred Three Percent
(103%) of the  principal  amount to be  redeemed  plus any  accrued  and  unpaid
interest  thereon  to the  date of such  redemption  (the  "Redemption  Price"),
provided  that if at the time there is available to the Company the  opportunity
to eliminate,  within the 180-Day Period, a Tax Event by taking some ministerial
action (a "Ministerial Action"), such as filing a form or making an election, or
pursuing some other similar  reasonable  measure which has no adverse  effect on
the  Company,  the  Trustee,  the Trust or the  holders of the Trust  Securities
issued by the Trust, the Company shall pursue such Ministerial Action in lieu of
redemption.  The  Redemption  Price shall be paid prior to 12:00 noon,  New York
time,  on the  date  of such  redemption  or such  earlier  time as the  Company
determines,  provided  that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date
such Redemption Price is to be paid.

     SECTION 3.2 OPTIONAL REDEMPTION BY COMPANY.
                 -------------------------------

          (a) Subject to the provisions of Section  3.2(b),  except as otherwise
     may be specified  in this  Indenture,  the Company  shall have the right to
     redeem  the  Debentures,  in whole or in part,  from  time to time,  on any
     Interest Payment Date after June 30, 2007 (each a "Redemption  Date"), at a
     Redemption  Price equal to 100% of the principal amount to be redeemed plus
     any  accrued  and unpaid  interest  thereon  to the  Redemption  Date.  Any
     redemption pursuant to this Section 3.2(a) shall be made upon not less than
     30 days' nor more than 60 days' notice to the holder of the Debentures,  at
     the  Redemption  Price.  If the  Debentures  are  only  partially  redeemed
     pursuant to this Section 3.2, the Debentures  shall be redeemed pro rata or
     by lot or in such  other  manner as the  Trustee  shall in good  faith deem
     appropriate and fair in its sole discretion.  The Redemption Price shall be
     paid prior to 12:00 noon, New York time, on the Redemption  Date or at such
     earlier  time as the Company  determines  provided  that the Company  shall
     deposit with the Trustee an amount  sufficient to pay the Redemption  Price
     by 10:00 a.m., New York time, on the Redemption Date.

          (b) Any  redemption of  Debentures  pursuant to Section 3.1 or Section
     3.2 shall be subject to the  Company  obtaining  the prior  approval of the
     Federal  Reserve,  if such approval is then required  under the  applicable
     capital guidelines, policies or regulations of the Federal Reserve, and any
     other required regulatory approvals.

          (c) If a partial  redemption  of the  Debentures  would  result in the
     delisting of the Trust  Preferred  Securities  issued by the Trust from any
     national  securities  exchange

                                       20
<PAGE>

     or other  organization  on which the Trust  Preferred  Securities  are then
     listed,  if any, the Company  shall not be permitted to effect such partial
     redemption and may only redeem the Debentures in whole.

          (d) Subject to the  provisions  of this Section 3.2, the Company shall
     have the right to redeem  Debentures  in a  principal  amount  equal to the
     Liquidation  Amount  (as  defined  in the  Trust  Agreement)  of any  Trust
     Preferred Securities purchased and beneficially owned by the Company,  plus
     an  additional  principal  amount of  Debentures  equal to the  Liquidation
     Amount  (as  defined  in the  Trust  Agreement)  of that  number  of Common
     Securities  that bears the same  proportion  to the total  number of Common
     Securities then outstanding as the number of Trust Preferred  Securities to
     be redeemed bears to the total number of Trust  Preferred  Securities  then
     outstanding.  Such  Debentures  shall be redeemed  pursuant to this Section
     3.2(d)  only in  exchange  for and upon  surrender  by the  Company  to the
     Property  Trustee of the Trust  Preferred  Securities  and a  proportionate
     amount of Common  Securities,  whereupon the Property  Trustee shall cancel
     the Trust Preferred  Securities and Common  Securities so surrendered and a
     Like  Amount (as defined in the Trust  Agreement)  of  Debentures  shall be
     extinguished by the Trustee and shall no longer be deemed Outstanding.

     SECTION 3.3 NOTICE OF REDEMPTION.
                 ---------------------

     In case the Company  shall desire to exercise  such right to redeem all or,
     as the case may be, a portion  of the  Debentures  in  accordance  with the
     right reserved so to do, the Company  shall,  or shall cause the Trustee to
     upon receipt of at least 45 days'  written  notice from the Company  (which
     notice   shall,   in  the  event  of  a  partial   redemption,   include  a
     representation  to the effect that such partial  redemption will not result
     in the delisting of the Trust Preferred  Securities as described in Section
     3.2(c) above),  give notice of such redemption to holders of the Debentures
     to be redeemed by mailing,  first class postage  prepaid,  a notice of such
     redemption not less than 30 days and not more than 180 days before the date
     fixed for  redemption to such holders at their last addresses as they shall
     appear upon the Debenture  Register unless a shorter period is specified in
     the  Debentures  to be  redeemed.  Any notice  that is mailed in the manner
     herein  provided  shall be  conclusively  presumed to have been duly given,
     whether or not the  registered  holder  receives  the notice.  In any case,
     failure duly to give such notice to the holder of any Debenture  designated
     for redemption in whole or in part, or any defect in the notice,  shall not
     affect the  validity of the  proceedings  for the  redemption  of any other
     Debentures.  In the  case of any  redemption  of  Debentures  prior  to the
     expiration of any restriction on such  redemption  provided in the terms of
     such Debentures or elsewhere in this  Indenture,  the Company shall furnish
     the Trustee with an Officers'  Certificate  evidencing  compliance with any
     such  restriction.  Each such notice of  redemption  shall specify the date
     fixed for redemption and the Redemption  Price and shall state that payment
     of the  Redemption  Price  shall be made at the  office  or  agency  of the
     Company or at the Corporate Trust Office of the Trustee,  upon presentation
     and surrender of such  Debentures,  that interest accrued to the date fixed
     for redemption  shall be paid as specified in said notice and that from and
     after  said  date  interest  shall  cease to  accrue.  If less than all the
     Debentures are to be redeemed,  the notice to the holders of the Debentures
     shall specify the particular  Debentures to be redeemed.  If the Debentures
     are

                                       21
<PAGE>

     to be  redeemed  in part only,  the notice  shall  state the portion of the
     principal  amount  thereof to be redeemed and shall state that on and after
     the redemption  date, upon surrender of such Debenture,  a new Debenture or
     Debentures in principal amount equal to the unredeemed portion thereof will
     be  issued  to the  holder.  If  less  than  all the  Debentures  are to be
     redeemed,  the Company  shall give the Trustee at least 45 days'  notice in
     advance  of the date fixed for  redemption  as to the  aggregate  principal
     amount of  Debentures  to be  redeemed,  and  thereupon  the Trustee  shall
     select,  pro  rata or by lot or in such  other  manner  as it shall in good
     faith deem  appropriate  and fair in its sole  discretion,  the  portion or
     portions  (equal  to  $1,000  or  any  integral  multiple  thereof)  of the
     Debentures to be redeemed and shall thereafter  promptly notify the Company
     in writing of the numbers of the Debentures to be redeemed,  in whole or in
     part.  The Company may, if and  whenever it shall so elect  pursuant to the
     terms hereof, by delivery of instructions signed on its behalf by its Chief
     Executive  Officer,  its  President  or any Vice  President,  instruct  the
     Trustee or any Paying Agent to call all or any part of the  Debentures  for
     redemption and to give notice of redemption in the manner set forth in this
     Section  3.3,  such notice to be in the name of the Company or its own name
     as the  Trustee or such  Paying  Agent may deem  advisable.  In any case in
     which notice of redemption is to be given by the Trustee or any such Paying
     Agent,  the Company shall deliver or cause to be delivered to, or permit to
     remain  with,  the Trustee or such Paying  Agent,  as the case may be, such
     Debenture Register,  transfer books or other records, or suitable copies or
     extracts  therefrom,  sufficient to enable the Trustee or such Paying Agent
     to give any notice by mail that may be  required  under the  provisions  of
     this Section 3.3.

     SECTION 3.4 PAYMENT UPON REDEMPTION.
                 ------------------------

          (a) If the giving of notice of redemption shall have been completed as
     above  provided,  the  Debentures  or portions of Debentures to be redeemed
     specified  in such notice  shall  become due and payable on the date and at
     the place stated in such notice at the  applicable  Redemption  Price,  and
     interest on such Debentures or portions of Debentures shall cease to accrue
     on and after the date  fixed  for  redemption,  unless  the  Company  shall
     default in the payment of such  Redemption  Price with  respect to any such
     Debenture  or  portion  thereof.  On  presentation  and  surrender  of such
     Debentures  on or after  the date  fixed  for  redemption  at the  place of
     payment specified in the notice, said Debentures shall be paid and redeemed
     at the  Redemption  Price  (but if the  date  fixed  for  redemption  is an
     Interest Payment Date, the interest  installment payable on such date shall
     be  payable  to the  registered  holder  at the  close of  business  on the
     applicable record date).

          (b) Upon  presentation of any Debenture that is to be redeemed in part
     only,  the Company  shall  execute  and the  Trustee or the  Authenticating
     Agent, upon written order of the Company, shall authenticate and the office
     or agency  where the  Debenture is  presented  shall  deliver to the holder
     thereof,  at the expense of the  Company,  a new  Debenture  of  authorized
     denomination  in principal  amount equal to the  unredeemed  portion of the
     Debenture so presented.

                                       22
<PAGE>

     SECTION 3.5 NO SINKING FUND.
                 ----------------

     The Debentures are not entitled to the benefit of any sinking fund.

                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

     SECTION 4.1 EXTENSION OF INTEREST PAYMENT PERIOD.
                 -------------------------------------

     The Company shall have the right,  at any time and from time to time during
the term of the  Debentures  so long as no Event of Default has  occurred and is
continuing,  to defer  payments of interest by extending  the  interest  payment
period of such  Debentures  for a period not exceeding 20  consecutive  quarters
(the "Extended Interest Payment Period"), during which Extended Interest Payment
Period no interest shall be due and payable;  provided that no Extended Interest
Payment  Period may extend  beyond the Maturity Date or end on a date other than
an Interest Payment Date. To the extent  permitted by applicable law,  interest,
the payment of which has been deferred  because of the extension of the interest
payment period pursuant to this Section 4.1, shall bear interest  thereon at the
Floating Interest Rate in effect for each period  compounded  quarterly for each
quarter of the Extended Interest Payment Period ("Compounded Interest").  At the
end of the Extended  Interest  Payment Period,  the Company shall calculate (and
deliver such calculation to the Trustee) and pay all interest accrued and unpaid
on the  Debentures,  including any Additional  Interest and Compounded  Interest
(together,  "Deferred  Interest")  that shall be  payable to the  holders of the
Debentures  in whose  names  the  Debentures  are  registered  in the  Debenture
Register on the first record date after the end of the Extended Interest Payment
Period.  Before the termination of any Extended  Interest  Payment  Period,  the
Company  may  further  extend  such  period so long as no Event of  Default  has
occurred and is  continuing,  provided  that such period  together with all such
further extensions thereof shall not exceed 20 consecutive  quarters,  or extend
beyond  the  Maturity  Date of the  Debentures  or end on a date  other  than an
Interest  Payment Date.  Upon the termination of any Extended  Interest  Payment
Period and upon the payment of all Deferred  Interest  then due, the Company may
commence a new  Extended  Interest  Payment  Period,  subject  to the  foregoing
requirements.  No interest shall be due and payable during an Extended  Interest
Payment  Period,  except at the end  thereof,  but the Company may prepay at any
time all or any portion of the  interest  accrued  during an  Extended  Interest
Payment Period.

     SECTION 4.2 NOTICE OF EXTENSION.
                 --------------------

          (a) If the  Property  Trustee  is the only  registered  holder  of the
     Debentures  at the time the Company  selects an Extended  Interest  Payment
     Period,  the  Company  shall  give  written  notice  to the  Administrative
     Trustees,  the  Property  Trustee and the Trustee of its  selection of such
     Extended  Interest  Payment  Period two Business Days before the earlier of
     (i) the next succeeding date on which Distributions on the Trust Securities
     issued by the Trust are payable;  or (ii) the date the Trust is required to
     give notice of the record date, or the date such Distributions are payable,
     to any applicable  self-regulatory  organization or to holders of the Trust
     Preferred Securities issued by the Trust.

                                       23
<PAGE>

          (b) If the Property  Trustee is not the only holder of the  Debentures
     at the time the Company selects an Extended  Interest  Payment Period,  the
     Company shall give the holders of the  Debentures  and the Trustee  written
     notice of its selection of such Extended  Interest  Payment Period at least
     two Business  Days before the earlier of (i) the next  succeeding  Interest
     Payment  Date;  or (ii) the date the  Company is required to give notice of
     the  record or payment  date of such  interest  payment  to any  applicable
     self-regulatory organization, if any, or to holders of the Debentures.

          (c) The quarter in which any notice is given  pursuant  to  paragraphs
     (a) or (b) of this  Section  4.2 shall be counted as one of the 20 quarters
     permitted in the maximum  Extended  Interest Payment Period permitted under
     Section 4.1.

     SECTION 4.3 LIMITATION ON TRANSACTIONS.
                 ---------------------------

     If (i) the Company shall exercise its right to defer payment of interest as
provided in Section 4.1; or (ii) there shall have occurred and be continuing any
Event of Default, then

          (a) the  Company  shall not,  and will not permit any  Subsidiary  to,
     declare or pay any dividends on, make any distributions with respect to, or
     redeem,  purchase,  acquire or make a liquidation  payment with respect to,
     any of its capital  stock  (other than (1)  dividends or  distributions  in
     shares of, or  options,  warrants  or rights to  subscribe  for or purchase
     shares  of,  common  stock  of the  Company  or  such  Subsidiary,  (2) any
     declaration  of a  dividend  in  connection  with the  implementation  of a
     shareholder's  rights plan, or the issuance of stock under any such plan in
     the future,  or the  redemption or  repurchase of any such rights  pursuant
     thereto,  (3)  purchases  of common  stock of the  Company  related  to the
     issuance of such common stock under any of the Company's  employee  benefit
     plans  for its  directors,  officers  or  employees,  (4) as a result  of a
     reclassification  of any  class or series of the  Company's  capital  stock
     solely into another class or series of the Company's  capital stock, or (5)
     declarations  or  payments  of  dividends  or  distributions  payable  by a
     Subsidiary  of the  Company  to  the  Company  or to  any of the  Company's
     Subsidiaries);

          (b) the Company shall not, and will not permit any Subsidiary to, make
     any payment of interest, principal or premium, if any, or repay, repurchase
     or redeem any debt  securities  issued by the Company which rank pari passu
     with or junior to the Debentures;

          (c) the Company shall not make any guarantee  payments with respect to
     any guarantee by the Company of the debt  securities  of any  Subsidiary of
     the  Company  if such  guarantee  ranks  pari  passu  with or junior to the
     Debentures;  provided,  however,  that  notwithstanding  the  foregoing the
     Company  may make  payments  pursuant  to its  obligations  under the Trust
     Preferred Securities Guarantee; and

          (d) the Company shall not redeem, purchase or acquire less than all of
     the Outstanding Debentures or any of the Trust Preferred Securities.

                                       24
<PAGE>

                                   ARTICLE V

                       PARTICULAR COVENANTS OF THE COMPANY

     SECTION 5.1 PAYMENT OF PRINCIPAL AND INTEREST.
                 ----------------------------------

     The Company shall duly and punctually pay or cause to be paid the principal
of and  interest  on the  Debentures  at the time and  place  and in the  manner
provided herein.

     SECTION 5.2 MAINTENANCE OF AGENCY.
                 ----------------------

     So long as any of the  Debentures  remain  Outstanding,  the Company  shall
maintain,  or shall cause to be  maintained,  an office or agency in Wilmington,
Delaware,  and at such other  location  or  locations  as may be  designated  as
provided in this Section 5.2, where (i) Debentures may be presented for payment;
(ii) Debentures may be presented as hereinabove  authorized for  registration of
transfer and  exchange;  and (iii) notices and demands to or upon the Company in
respect  of the  Debentures  and this  Indenture  may be given or  served,  such
designation  to continue with respect to such office or agency until the Company
shall, by written notice signed by its Chief Executive Officer,  President or an
Executive  Vice  President  and delivered to the Trustee,  designate  some other
office or agency for such  purposes  or any of them.  If at any time the Company
shall  fail to  maintain  any such  required  office or agency or shall  fail to
furnish the Trustee with the address thereof,  such  presentations,  notices and
demands may be made or served at the Corporate Trust Office of the Trustee,  and
the  Company  hereby  appoints  the  Trustee  as its agent to  receive  all such
presentations,  notices and  demands.  In addition to any such office or agency,
the  Company  may from time to time  designate  one or more  offices or agencies
outside of  Wilmington,  Delaware  where the  Debentures  may be  presented  for
registration or transfer and for exchange in the manner provided herein, 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 shall give the Trustee prompt written notice of any such
designation or rescission thereof.

     SECTION 5.3 PAYING AGENTS.
                 --------------

          (a) The Trustee  shall be the  initial  Paying  Agent.  If the Company
     shall appoint one or more Paying Agents for the Debentures,  other than the
     Trustee,  the Company  shall  cause each such  Paying  Agent to execute and
     deliver to the Trustee an  instrument  in which such agent shall agree with
     the Trustee, subject to the provisions of this Section 5.3:

          (i)  that it  shall  hold all sums  held by it as such  agent  for the
               payment  of  the  principal  of or  interest  on  the  Debentures
               (whether  such sums have been paid to it by the Company or by any
               other obligor of such Debentures) in trust for the benefit of the
               Persons entitled thereto;

          (ii) that it shall  give the  Trustee  notice  of any  failure  by the
               Company (or by any other obligor of such  Debentures) to make any
               payment of the

                                       25
<PAGE>

               principal of or interest on the Debentures when the same shall be
               due and payable;

          (iii)that it shall,  at any time during the continuance of any failure
               referred to in the preceding  paragraph  (a)(ii) above,  upon the
               written request of the Trustee,  forthwith pay to the Trustee all
               sums so held in trust by such Paying Agent; and

          (iv) that it shall  perform  all other  duties of Paying  Agent as set
               forth in this Indenture.

          (b) If the Company  shall act as its own Paying  Agent with respect to
     the Debentures,  it shall on or before each due date of the principal of or
     interest on such Debentures, set aside, segregate and hold in trust for the
     benefit  of the  Persons  entitled  thereto  a sum  sufficient  to pay such
     principal or interest so becoming due on  Debentures  until such sums shall
     be paid to such  Persons or  otherwise  disposed of as herein  provided and
     shall promptly notify the Trustee of such action,  or any failure (by it or
     any other  obligor on such  Debentures)  to take such action.  Whenever the
     Company shall have one or more Paying Agents for the Debentures,  it shall,
     prior to each due date of the  principal of or interest on any  Debentures,
     deposit  with the Paying  Agent a sum  sufficient  to pay the  principal or
     interest so becoming  due,  such sum to be held in trust for the benefit of
     the Persons entitled to such principal or interest, and (unless such Paying
     Agent is the Trustee) the Company shall promptly notify the Trustee of this
     action or failure so to act.

          (c) Notwithstanding  anything in this Section 5.3 to the contrary, (i)
     the  agreement  to hold sums in trust as  provided  in this  Section 5.3 is
     subject to the  provisions  of Section 13.3 and 13.4;  and (ii) the Company
     may at any  time,  for  the  purpose  of  obtaining  the  satisfaction  and
     discharge of this  Indenture or for any other  purpose,  pay, or direct any
     Paying  Agent to pay,  to the Trustee all sums held in trust by the Company
     or such Paying  Agent,  such sums to be held by the  Trustee  upon the same
     terms and conditions as those upon which such sums were held by the Company
     or such Paying  Agent;  and,  upon such  payment by any Paying Agent to the
     Trustee,  such Paying  Agent shall be released  from all further  liability
     with respect to such money.

     SECTION 5.4 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.
                 -------------------------------------------------

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee,  shall appoint,  in the manner provided in Section 9.11, a Trustee,  so
that there shall at all times be a Trustee hereunder.

     SECTION 5.5 COMPLIANCE WITH CONSOLIDATION PROVISIONS.
                 -----------------------------------------

     The Company  shall not,  while any of the  Debentures  remain  Outstanding,
consolidate  with, or merge into, or sell or convey all or substantially  all of
its property to any other  company  unless the  provisions of Article XII hereof
are complied with.

                                       26
<PAGE>

     SECTION 5.6 LIMITATION ON TRANSACTIONS.
                 ---------------------------

     If  Debentures  are  issued  to the  Trust  or a  trustee  of the  Trust in
connection  with the  issuance  of Trust  Securities  by the Trust and (i) there
shall have occurred any event that would  constitute  an Event of Default;  (ii)
the Company shall be in default with respect to any of its obligations under the
Trust Preferred Securities Guarantee relating to the Trust; or (iii) the Company
shall have given  notice of its  election to defer  payments of interest on such
Debentures  by  extending  the  interest  payment  period  as  provided  in this
Indenture and such period, or any extension thereof, shall be continuing, then

          (a) the  Company  shall not,  and will not permit any  Subsidiary  to,
     declare or pay any dividends on, make any distributions with respect to, or
     redeem,  purchase,  acquire or make a liquidation  payment with respect to,
     any of its capital  stock  (other than (1)  dividends or  distributions  in
     shares of, or  options,  warrants  or rights to  subscribe  for or purchase
     shares  of,  common  stock  of the  Company  or  such  Subsidiary,  (2) any
     declaration  of a  dividend  in  connection  with the  implementation  of a
     shareholder's  rights plan, or the issuance of stock under any such plan in
     the future,  or the  redemption or  repurchase of any such rights  pursuant
     thereto,  (3)  purchases  of common  stock of the  Company  related  to the
     issuance of such common stock under any of the Company's  employee  benefit
     plans  for its  directors,  officers  or  employees,  (4) as a result  of a
     reclassification  of any  class or series of the  Company's  capital  stock
     solely into another class or series of the Company's  capital stock, or (5)
     declarations  or  payments  of  dividends  or  distributions  payable  by a
     Subsidiary  of the  Company  to  the  Company  or to  any of the  Company's
     Subsidiaries);

          (b) the Company shall not, and will not permit any Subsidiary to, make
     any payment of interest, principal or premium, if any, or repay, repurchase
     or redeem any debt  securities  issued by the Company which rank pari passu
     with or junior to the Debentures;

          (c) the Company shall not make any guarantee  payments with respect to
     any guarantee by the Company of the debt  securities  of any  Subsidiary of
     the Company if such  guarantee  ranks pari passu with or junior in interest
     to the Debentures;  provided,  however,  that the Company may make payments
     pursuant to its obligations under the Trust Preferred Securities Guarantee;
     and

          (d) the Company shall not redeem, purchase or acquire less than all of
     the Outstanding Debentures or any of the Trust Preferred Securities.

     SECTION 5.7 COVENANTS AS TO THE TRUST.
                 --------------------------

     For so long as the Trust  Securities of the Trust remain  outstanding,  the
Company  shall (i)  maintain  100%  direct or indirect  ownership  of the Common
Securities of the Trust; provided,  however, that any permitted successor of the
Company  under this  Indenture  may succeed to the  Company's  ownership  of the
Common  Securities;  (ii) not  voluntarily  terminate,  wind up or liquidate the
Trust,  except upon prior  approval  of the Federal  Reserve if then so required
under  applicable  capital  guidelines,  policies or  regulations of the Federal
Reserve; and (iii) use its

                                       27
<PAGE>

reasonable  efforts  to cause the Trust (a) to remain a  business  trust (and to
avoid involuntary dissolution,  termination, winding up or liquidation),  except
in connection  with a distribution  of Debentures,  the redemption of all of the
Trust   Securities  of  the  Trust  or  certain   mergers,   consolidations   or
amalgamations,  each as  permitted by the Trust  Agreement  and (b) to otherwise
continue  not to be  treated  as an  association  taxable  as a  corporation  or
partnership  for United States federal income tax purposes.  In connection  with
the  distribution  of the  Debentures  to the  holders  of the  Trust  Preferred
Securities  issued by the Trust upon a Dissolution  Event, the Company shall use
its reasonable  efforts to list such Debentures on any applicable stock exchange
or  self-regulatory  organization  as the Trust  Preferred  Securities  are then
listed, if any.

     SECTION 5.8 COVENANTS AS TO PURCHASES.
                 --------------------------

     Except  upon  the  exercise  by the  Company  of its  right to  redeem  the
Debentures  pursuant to Section 3.1 upon the  occurrence and  continuation  of a
Special  Event,  the Company shall not purchase any  Debentures,  in whole or in
part,  held by the  Property  Trustee  on behalf of the Trust  prior to June 30,
2007.

     SECTION 5.9 WAIVER OF USURY, STAY OR EXTENSION LAWS.
                 ----------------------------------------

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

                                   ARTICLE VI

                       DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     SECTION 6.1 COMPANY  TO  FURNISH   TRUSTEE   NAMES  AND   ADDRESSES   OF
                 ------------------------------------------------------------
DEBENTUREHOLDERS.
-----------------

     The Company  shall furnish or cause to be furnished to the Trustee (a) on a
quarterly  basis on each  regular  record date (as  described  in Section 2.5) a
list,  in such form as the  Trustee  may  reasonably  require,  of the names and
addresses  of the holders of the  Debentures  as of such  regular  record  date,
provided  that the Company shall not be obligated to furnish or cause to furnish
such list at any time that the list  shall not  differ in any  respect  from the
most  recent  list  furnished  to the  Trustee by the  Company (in the event the
Company  fails to provide such list on a quarterly  basis,  the Trustee shall be
entitled to rely on the most recent list  provided by the  Company);  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;
provided,  however,  that, in either case, no such list need be furnished if the
Trustee shall be the Debenture Registrar.

                                       28
<PAGE>

     SECTION 6.2 PRESERVATION OF INFORMATION COMMUNICATIONS WITH
                 -----------------------------------------------
DEBENTUREHOLDERS.
-----------------

     (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
Debentures  contained  in the most  recent list  furnished  to it as provided in
Section 6.1 and as to the names and addresses of holders of Debentures  received
by the  Trustee  in its  capacity  as  Debenture  Registrar  (if  acting in such
capacity).

     (b) The Trustee may destroy any list furnished to it as provided in Section
6.1 upon receipt of a new list so furnished.

     (c)  Debentureholders  may  communicate  with other  Debentureholders  with
respect to their rights under this Indenture or under the Debentures, subject to
Section 312(b) of the Trust Indenture Act if applicable.

     SECTION 6.3 REPORTS BY THE COMPANY.
                 -----------------------

          (a) The Company  covenants  and agrees to transmit to the Trustee such
     additional information, documents and reports with respect to compliance by
     the  Company  with  the  conditions  and  covenants  provided  for in  this
     Indenture  as may  be  required  from  time  to  time  by  such  rules  and
     regulations,  including  Section  314(a)(4) of the Trust  Indenture Act, if
     applicable.

          (b) The Company covenants and agrees to transmit to the Trustee in the
     same  form as  filed  with  the  Federal  Reserve  (i) its  annual  audited
     consolidated  financial  statements within 90 days following the end of its
     fiscal year, (ii) its quarterly consolidated financial statements within 45
     days after the end of the first three  fiscal  quarters of each fiscal year
     (each a  "Quarter"),  and  (iii)  the  following  financial  data  for each
     Quarter,  within 45 days after the end of each Quarter, and for each fiscal
     year, within 90 days after the end of each fiscal year:

               CAPITAL: ratio of "Tier 1 Capital" to risk weighted assets;

               ASSET QUALITY:  ratio of nonperforming  assets to loans and other
          real estate owned, ratio of reserves to nonperforming loans, and ratio
          of net charge-offs to loans;

               EARNINGS:  return on assets,  net interest margin, and efficiency
          ratio; and

               LIQUIDITY:  ratio of loans to assets, ratio of loans to deposits,
          total assets, and net income.

     SECTION 6.4 REPORTS BY THE TRUSTEE.
                 -----------------------

          (a) On or before  July 15 in each year in which any of the  Debentures
     are  Outstanding,  the Trustee shall transmit by mail,  first class postage
     prepaid, to the

                                       29
<PAGE>

     Debentureholders,  as their names and  addresses  appear upon the Debenture
     Register,  a brief report dated as of the  preceding  May 15, if and to the
     extent  required  under  Section  313(a) of the  Trust  Indenture  Act,  if
     applicable  (it being  understood  that no such report shall be required if
     none of the events set forth in Section  313(a) of the Trust  Indenture Act
     has occurred during the period to which such report would relate).

          (b) The Trustee  shall comply with  Sections  313(b) and 313(c) of the
     Trust Indenture Act, if applicable.

          (c) A copy of each such report shall, at the time of such transmission
     to  Debentureholders,  be filed by the Trustee with the Company,  with each
     stock exchange or applicable  self-regulatory  organization  upon which any
     Debentures  are  listed (if so listed)  and also with the  Commission.  The
     Company agrees to notify the Trustee when any  Debentures  become listed on
     any stock exchange or other applicable self-regulatory organization.

          (d) If at any time  following the date hereof the Property  Trustee no
     longer holds the Debentures,  the Trustee  covenants and agrees to transmit
     by mail, first class postage  prepaid,  to the  Debentureholders,  as their
     names and addresses  appear upon the Debenture  Register,  any information,
     documents and reports required to be transmitted to the Trustee pursuant to
     Section 6.3 as soon as  practicable  after the receipt of such  information
     from the Company.

                                  ARTICLE VII

                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

     SECTION 7.1 EVENTS OF DEFAULT.
                 ------------------

          (a)  Whenever  used herein with respect to the  Debentures,  "Event of
     Default"  means any one or more of the  following  events that has occurred
     and is continuing:

          (i)  the  Company  defaults  in  the  payment  of any  installment  of
               interest upon any of the  Debentures,  as and when the same shall
               become due and  payable,  and  continuance  of such default for a
               period of 30 days; provided,  however,  that a valid extension of
               an interest  payment period by the Company in accordance with the
               terms of this  Indenture  shall not  constitute  a default in the
               payment of interest for this purpose;

          (ii) the  Company  defaults  in the  payment of the  principal  on the
               Debentures  as and when the same  shall  become  due and  payable
               whether  at  maturity,   upon   redemption,   by  declaration  or
               otherwise;

          (iii)the  Company  fails  to  observe  or  perform  any  other  of its
               covenants  or  agreements  with respect to the  Debentures  for a
               period of 90 days after the date on which written  notice of such
               failure,  requiring the same to be remedied and stating that such
               notice is a "Notice of Default" hereunder,

                                       30
<PAGE>

               shall  have  been  given  to  the  Company  by  the  Trustee,  by
               registered  or certified  mail, or to the Company and the Trustee
               by the  holders  of at  least  25%  in  principal  amount  of the
               Debentures at the time Outstanding;

          (iv) the Company  pursuant to or within the meaning of any  Bankruptcy
               Law (1) commences a voluntary  case; (2) consents to the entry of
               an order  for  relief  against  it in an  involuntary  case;  (3)
               consents to the  appointment  of a Custodian  of it or for all or
               substantially  all  of  its  property;  or (4)  makes  a  general
               assignment for the benefit of its creditors;

          (v)  a court of  competent  jurisdiction  enters  an order  under  any
               Bankruptcy  Law that (1) is for relief  against the Company in an
               involuntary case; (2) appoints a Custodian of the Company for all
               or  substantially  all  of  its  property;   or  (3)  orders  the
               liquidation  of the  Company,  and the  order or  decree  remains
               unstayed and in effect for 90 days; or

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

          (b) In each and every such case  referred to in items (i) through (vi)
     of Section  7.1(a),  unless the principal of all the Debentures  shall have
     already  become due and  payable,  either the Trustee or the holders of not
     less  than  25%  in  aggregate  principal  amount  of the  Debentures  then
     Outstanding  hereunder,  by notice in  writing to the  Company  (and to the
     Trustee if given by such Debentureholders) may declare the principal of all
     the  Debentures  to be due and  payable  immediately,  and  upon  any  such
     declaration the same shall become and shall be immediately due and payable,
     notwithstanding anything contained in this Indenture or in the Debentures.

          (c) At any time after the principal of the Debentures  shall have been
     so  declared  due and  payable,  and before any  judgment or decree for the
     payment of the money due shall have been obtained or entered as hereinafter
     provided,  the holders of a majority in aggregate  principal  amount of the
     Debentures then Outstanding hereunder, by written notice to the Company and
     the Trustee,  may rescind and annul such  declaration and its  consequences
     if: (i) the Company has paid or deposited with the Trustee a sum sufficient
     to pay all matured installments of interest upon all the Debentures and the
     principal of any and all  Debentures  that shall have become due  otherwise
     than by acceleration (with interest upon such principal, and, to the extent
     that such  payment  is  enforceable  under  applicable  law,  upon  overdue
     installments of interest, at the rate per annum expressed in the Debentures
     to the date of such  payment  or  deposit)  and the  amount  payable to the
     Trustee  under  Section 9.7;  and (ii) any and all Events of Default  under
     this  Indenture,  other than the nonpayment of principal on Debentures that
     shall not have  become  due by their  terms,  shall have been  remedied  or
     waived as provided in

                                       31
<PAGE>

     Section  7.6. No such  rescission  and  annulment  shall extend to or shall
     affect any subsequent default or impair any right consequent thereon.

          (d) In case the Trustee shall have proceeded to enforce any right with
     respect to Debentures 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 and the Trustee  shall be
     restored  respectively to their former positions and rights hereunder,  and
     all  rights,  remedies  and powers of the  Company  and the  Trustee  shall
     continue as though no such proceedings had been taken.

     SECTION 7.2 COLLECTION  OF  INDEBTEDNESS  AND  SUITS FOR  ENFORCEMENT  BY
                 -------------------------------------------------------------
TRUSTEE.
--------

          (a) The  Company  covenants  that (i) in case it shall  default in the
     payment of any installment of interest on any of the  Debentures,  and such
     default shall have  continued for a period of 90 Business  Days; or (ii) in
     case  it  shall  default  in the  payment  of the  principal  of any of the
     Debentures  when the same shall have become due and  payable,  whether upon
     maturity  of the  Debentures  or upon  redemption  or upon  declaration  or
     otherwise,  then, upon demand of the Trustee,  the Company shall pay to the
     Trustee, for the benefit of the holders of the Debentures, the whole amount
     that then shall  have  become due and  payable on all such  Debentures  for
     principal or interest,  or both, as the case may be, with interest upon the
     overdue  principal  and (to the extent  that  payment of such  interest  is
     enforceable  under  applicable  law; and, if the Debentures are held by the
     Trust or a trustee of the Trust,  without  duplication of any other amounts
     paid by the Trust or trustee in respect thereof) upon overdue  installments
     of  interest at the rate per annum  expressed  in the  Debentures;  and, in
     addition  thereto,  such further amount as shall be sufficient to cover the
     costs and  expenses of  collection,  and the amount  payable to the Trustee
     under Section 9.7.

          (b) If the Company shall fail to pay such amounts set forth in section
     7.2(a)  forthwith  upon such demand,  the  Trustee,  in its own name and as
     trustee of an express  trust,  shall be entitled and empowered to institute
     any action 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 other  obligor upon the  Debentures  and collect any
     money  adjudged or decreed to be payable in the manner  provided by law out
     of the  property  of the  Company  or other  obligor  upon the  Debentures,
     wherever situated.

          (c) In case of any receivership,  insolvency, liquidation, bankruptcy,
     reorganization,   readjustment,   arrangement,   composition   or  judicial
     proceedings  affecting  the Company or the creditors or property of either,
     the Trustee shall have power to intervene in such  proceedings and take any
     action  therein that may be permitted by the court and shall (except as may
     be otherwise  provided by law) be entitled to file such proofs of claim and
     other  papers and  documents  as may be  necessary or advisable in order to
     have the claims of the Trustee and of the holders of the Debentures allowed
     for the entire amount due and payable by the Company  under this  Indenture
     at the  date of  institution  of such  proceedings  and for any  additional
     amount that may become due and

                                       32
<PAGE>

     payable by the  Company  after such date,  and to collect  and  receive any
     money or other property  payable or  deliverable on any such claim,  and to
     distribute  the same  after the  deduction  of the  amount  payable  to the
     Trustee  under  Section  9.7;  and any  receiver,  assignee  or  trustee in
     bankruptcy or reorganization is hereby authorized by each of the holders of
     the Debentures to make such payments to the Trustee, and, in the event that
     the Trustee shall  consent to the making of such payments  directly to such
     Debentureholders,  to pay to the  Trustee  any amount due it under  Section
     9.7.

          (d) All rights of action and of asserting claims under this Indenture,
     or under any of the terms  established with respect to the Debentures,  may
     be  enforced  by  the  Trustee  without  the  possession  of  any  of  such
     Debentures,  or the  production  thereof  at any trial or other  proceeding
     relative thereto, and any such suit or proceeding instituted by the Trustee
     shall be brought in its own name as  trustee of an express  trust,  and any
     recovery of judgment  shall,  after provision for payment to the Trustee of
     any  amounts  due under  Section  9.7,  be for the  ratable  benefit of the
     holders of the Debentures.  If an Event of Default  hereunder occurs and is
     continuing,  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 in good faith deem most effectual
     to protect and enforce any of such rights, either at law or in equity or 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.  Nothing
     contained  herein shall be deemed to authorize  the Trustee to authorize or
     consent to or accept or adopt on behalf of any  Debentureholder any plan of
     reorganization,   arrangement,  adjustment  or  composition  affecting  the
     Debentures or the rights of any holder  thereof or to authorize the Trustee
     to  vote  in  respect  of the  claim  of any  Debentureholder  in any  such
     proceeding.

     SECTION 7.3 APPLICATION OF MONEY COLLECTED.
                 -------------------------------

     Any money or other assets collected by the Trustee pursuant to this Article
VII with respect to the Debentures  shall be applied in the following  order, at
the date or dates fixed by the Trustee and, in case of the  distribution of such
money or other assets on account of principal or interest,  upon presentation of
the Debentures,  and notation  thereon the payment,  if only partially paid, and
upon surrender thereof if fully paid:

     FIRST: To the payment of reasonable costs and expenses of collection and of
all amounts payable to the Trustee under Section 9.7;

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

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

                                       33
<PAGE>

     SECTION 7.4 LIMITATION ON SUITS.
                 --------------------

          (a) Except as set forth in this Indenture,  no holder of any Debenture
     shall  have any right by virtue or by  availing  of any  provision  of this
     Indenture to institute  any suit,  action or proceeding in equity or at law
     upon or under or with respect to this Indenture or for the appointment of a
     receiver or trustee,  or for any other  remedy  hereunder,  unless (i) such
     holder  previously  shall have given to the  Trustee  written  notice of an
     Event  of  Default  and of the  continuance  thereof  with  respect  to the
     Debentures specifying such Event of Default, as hereinbefore provided; (ii)
     the  holders  of not less  than 25% in  aggregate  principal  amount of the
     Debentures  then  Outstanding  shall  have made  written  request  upon the
     Trustee to institute  such action,  suit or  proceeding  in its own name as
     trustee  hereunder;  (iii) such holder or holders shall have offered to the
     Trustee such reasonable security or indemnity as it may require against the
     costs, expenses and liabilities to be incurred therein or thereby; and (iv)
     the Trustee for 60 days after its receipt of such notice, request and offer
     of security or  indemnity,  shall have failed to institute any such action,
     suit or  proceeding,  and  during  such 60 day  period,  the  holders  of a
     majority in principal  amount of the  Debentures  do not give the Trustee a
     direction inconsistent with the request.

          (b)  Notwithstanding  anything contained herein to the contrary or any
     other  provisions  of  this  Indenture,  the  right  of any  holder  of the
     Debentures  to receive  payment of the  principal  of and  interest  on the
     Debentures,  as  therein  provided,  on or after the  respective  due dates
     expressed  in  such  Debenture  (or  in  the  case  of  redemption,  on the
     redemption  date),  or to institute  suit for the  enforcement  of any such
     payment on or after such respective  dates or redemption date, shall not be
     impaired or affected  without the consent of such holder and by accepting a
     Debenture hereunder it is expressly understood,  intended and covenanted by
     the taker and holder of every  Debenture  with  every  other such taker and
     holder and the Trustee, that no one or more holders of the Debentures shall
     have any right in any manner  whatsoever  by virtue or by  availing  of any
     provision of this  Indenture to affect,  disturb or prejudice the rights of
     the holders of any other of such Debentures, or to obtain or seek to obtain
     priority  over or  preference  to any other such holder,  or to enforce any
     right under this  Indenture,  except in the manner herein  provided and for
     the equal, ratable and common benefit of all holders of Debentures. For the
     protection and  enforcement of the provisions of this Section 7.4, each and
     every  Debentureholder  and the Trustee shall be entitled to such relief as
     can be given either at law or in equity.

     SECTION 7.5 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.
                 -------------------------------------------------------------

          (a) Except as  otherwise  expressly  provided  herein,  all powers and
     remedies   given  by  this   Article   VII  to  the   Trustee   or  to  the
     Debentureholders   shall,  to  the  extent  permitted  by  law,  be  deemed
     cumulative and not exclusive of any other powers and remedies  available to
     the Trustee or the holders of the  Debentures,  by judicial  proceedings or
     otherwise,  to enforce the  performance  or observance of the covenants and
     agreements  contained  in this  Indenture  or  otherwise  established  with
     respect to such Debentures.

                                       34
<PAGE>

          (b) No delay or omission of the Trustee or of any holder of any of the
     Debentures  to  exercise  any  right or power  accruing  upon any  Event of
     Default  occurring and continuing as aforesaid  shall impair any such right
     or power,  or shall be  construed  to be a waiver of any such default or an
     acquiescence  therein; and, subject to the provisions of Section 7.4, every
     power and remedy  given by this Article VII or by law to the Trustee or the
     Debentureholders  may be exercised from time to time, and as often as shall
     be deemed expedient, by the Trustee or by the Debentureholders.

     SECTION 7.6 CONTROL BY DEBENTUREHOLDERS.
                 ----------------------------

     The holders of a majority in aggregate  principal  amount of the Debentures
at the time Outstanding, determined in accordance with Article X, 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;  provided,  however,  that such direction  shall not be in conflict
with  any rule of law or with  this  Indenture.  Subject  to the  provisions  of
Section  9.1(b),  the Trustee shall have the right to decline to follow any such
direction  if the  Trustee  in good faith  shall,  by a  Responsible  Officer or
Officers of the Trustee, determine that the proceeding so directed would involve
the  Trustee in  personal  liability.  The  holders of a majority  in  aggregate
principal  amount of the Debentures at the time  Outstanding  affected  thereby,
determined in accordance  with Article X, may on behalf of the holders of all of
the Debentures waive any past default in the performance of any of the covenants
contained  herein and its  consequences,  except (i) a default in the payment of
the  principal  of or interest  on, any of the  Debentures  as and when the same
shall become due by the terms of such Debentures  otherwise than by acceleration
(unless  such  default  has been cured and a sum  sufficient  to pay all matured
installments  of interest and principal has been  deposited with the Trustee (in
accordance with Section  7.1(c));  (ii) a default in the covenants  contained in
Section 5.7; or (iii) in respect of a covenant or provision  hereof which cannot
be  modified or amended  without  the consent of the holder of each  Outstanding
Debenture affected;  provided,  however,  that if the Debentures are held by the
Trust or a trustee of the Trust,  such  waiver or  modification  to such  waiver
shall not be effective until the holders of a majority in liquidation preference
of Trust  Securities shall have consented to such waiver or modification to such
waiver;  provided further, that if the consent of the holder of each Outstanding
Debenture is required,  such waiver shall not be effective  until each holder of
the Trust Securities of the Trust shall have consented to such waiver.  Upon any
such waiver,  the default  covered  thereby  shall be deemed to be cured for all
purposes of this  Indenture and the Company,  the Trustee and the holders of the
Debentures  shall be restored to their former  positions  and rights  hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

     SECTION 7.7 UNDERTAKING TO PAY COSTS.
                 -------------------------

     All parties to this Indenture  agree,  and each holder of any Debentures 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 litigant in such suit
of an  undertaking to pay the costs of such suit, and that such court may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party

                                       35
<PAGE>

litigant;  but the  provisions  of this  Section 7.7 shall not apply to any suit
instituted by the Trustee,  to any suit  instituted by any  Debentureholder,  or
group of Debentureholders holding more than 10% in aggregate principal amount of
the Outstanding  Debentures,  to any suit instituted by any  Debentureholder for
the  enforcement  of  the  payment  of  the  principal  of or  interest  on  the
Debentures,  on or after the respective due dates expressed in such Debenture or
established  pursuant to this  Indenture or to any suit  instituted  against the
Trustee  unless it shall  have been  finally  adjudicated  in such suit that the
Trustee was negligent,  committed an act of willful misconduct,  or acted in bad
faith.

     SECTION 7.8 DIRECT ACTION; RIGHT OF SET-OFF.
                 --------------------------------

     In the event that an Event of Default has  occurred and is  continuing  and
such event is  attributable  to the failure of the Company to pay interest on or
principal of the  Debentures  on an Interest  Payment Date or Maturity  Date, as
applicable,  then a holder of Trust  Preferred  Securities may institute a legal
proceeding  directly  against  the Company  for  enforcement  of payment to such
holder of the  principal  of or interest on such  Debentures  having a principal
amount  equal  to  the  aggregate  Liquidation  Amount  of the  Trust  Preferred
Securities of such holder (a "Direct  Action").  In connection  with such Direct
Action,  the Company  will have a right of set-off  under this  Indenture to the
extent of any payment made by the Company to such holder of the Trust  Preferred
Securities with respect to such Direct Action.

                                  ARTICLE VIII

                      FORM OF DEBENTURE AND ORIGINAL ISSUE

     SECTION 8.1 FORM OF DEBENTURE.
                 ------------------

     The  Debenture  and  the  Trustee's  Certificate  of  Authentication  to be
endorsed  thereon are to be substantially in the forms contained as Exhibit A to
this Indenture, attached hereto and incorporated herein by reference.

     SECTION 8.2 ORIGINAL ISSUE OF DEBENTURES.
                 -----------------------------

     Debentures  in the  aggregate  principal  amount  of Twelve  Million  Eight
Hundred Eighty Seven Thousand Dollars  ($12,887,000) may, upon execution of this
Indenture,  be  executed  by  the  Company  and  delivered  to the  Trustee  for
authentication.  The Trustee  shall  thereupon  authenticate  and  deliver  said
Debentures  to or upon the  written  order of the  Company,  signed by its Chief
Executive  Officer,  President,  or any Vice  President  and its Treasurer or an
Assistant Treasurer, without any further action by the Company.

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

     SECTION 9.1 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.
                 ---------------------------------------------------

          (a) The Trustee,  prior to the  occurrence  of an Event of Default and
     after the  curing of all Events of Default  that may have  occurred,  shall
     undertake to perform with

                                       36
<PAGE>

     respect  to  the  Debentures  such  duties  and  only  such  duties  as are
     specifically  set forth in this Indenture.  In case an Event of Default has
     occurred that 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 its own affairs.
     No implied covenants shall be read into this Indenture against the Trustee.

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

          (i)  prior to the  occurrence  of an Event of  Default  and  after the
               curing or  waiving of all such  Events of  Default  that may have
               occurred:

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

               (B)  in the absence of bad faith on the part of the Trustee,  the
                    Trustee  may with  respect  to the  Debentures  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 that by any  provision  hereof are
                    specifically  required to be furnished  to the Trustee,  the
                    Trustee  shall  be  under  a duty  to  examine  the  same to
                    determine whether or not they conform to the requirements of
                    this Indenture;

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

          (iii)the Trustee  shall not be liable with respect to any action taken
               or omitted to be taken by it in good faith in accordance with the
               direction of the holders of not less than a majority in principal
               amount of the Debentures at the time Outstanding  relating to the
               time,  method  and place of  conducting  any  proceeding  for any
               remedy available to the Trustee, or exercising any trust or power
               conferred  upon the Trustee under this  Indenture with respect to
               the Debentures; and

                                       37
<PAGE>

          (iv) 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,  if
               there is reasonable  ground for  believing  that the repayment of
               such funds or liability is not reasonably assured to it under the
               terms of this Indenture or adequate  indemnity  against such risk
               is not reasonably assured to it.

     SECTION 9.2 NOTICE OF DEFAULTS.
                 -------------------

     Within five (5)  Business  Days after  actual  knowledge  by a  Responsible
Officer of the Trustee of the  occurrence of any default  hereunder with respect
to the  Debentures,  the  Trustee  shall  transmit by mail to all holders of the
Debentures,  as their  names and  addresses  appear in the  Debenture  Register,
notice of such  default,  unless such  default  shall have been cured or waived;
provided,  however,  that, except in the case of a default in the payment of the
principal or interest (including any Additional Interest) on any Debenture,  the
Trustee  shall be  protected  in  withholding  such notice if and so long as the
board  of  directors,  the  executive  committee  or a  trust  committee  of the
directors and/or  Responsible  Officers of the Trustee  determines in good faith
that the  withholding  of such notice is in the interests of the holders of such
Debentures;  and  provided,  further,  that in the  case of any  default  of the
character  specified  in  Section  7.1(a)(iii),  no such  notice to  holders  of
Debentures need be sent until at least 30 days after the occurrence thereof. For
the purposes of this Section 9.2, the term  "default"  means any event which is,
or after notice or lapse of time or both, would become, an Event of Default with
respect to the Debentures.

     SECTION 9.3 CERTAIN RIGHTS OF TRUSTEE.
                 --------------------------

     Except as expressly set forth in Section 9.1(b):

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

          (b) Any request,  direction,  order or demand of the Company mentioned
     herein  shall  be  sufficiently  evidenced  by a  Board  Resolution  or  an
     instrument  signed in the name of the Company by its  President or any Vice
     President and by the  Secretary or an Assistant  Secretary or the Treasurer
     or an Assistant Treasurer thereof (unless other evidence in respect thereof
     is specifically prescribed herein);

          (c) The Trustee shall not be deemed to have  knowledge of a default or
     an Event of Default,  other than an Event of Default  specified  in Section
     7.1(a)(i) or (ii),  unless and until it receives  written  notification  of
     such Event of Default from the Company or by holders of at least 25% of the
     aggregate principal amount of the Debentures at the time Outstanding;

          (d) The  Trustee may consult  with  counsel and the written  advice of
     such  counsel  or any  Opinion  of  Counsel  shall  be  full  and  complete
     authorization  and

                                       38
<PAGE>

     protection in respect of any action taken or suffered or omitted  hereunder
     in good faith and in reliance thereon;

          (e) The Trustee  shall be under no  obligation  to exercise any of the
     rights or powers  vested in it by this  Indenture at the request,  order or
     direction of any of the  Debentureholders,  pursuant to the  provisions  of
     this  Indenture,  unless such  Debentureholders  shall have  offered to the
     Trustee  reasonable  security or indemnity against the costs,  expenses and
     liabilities  that may be  incurred  therein or thereby;  nothing  contained
     herein  shall,  however,  relieve the Trustee of the  obligation,  upon the
     occurrence  of an Event of  Default of which a  Responsible  Officer of the
     Trustee has actual  knowledge (that is continuing and has not been cured or
     waived) to exercise with respect to the  Debentures  such of the rights and
     powers vested in it by this  Indenture,  and to use the same degree of care
     and skill in its exercise,  as a prudent person would exercise or use under
     the circumstances in the conduct of his or her own affairs;

          (f) The Trustee shall not be liable for any action taken or omitted to
     be taken by it in good faith and believed by it to be  authorized or within
     the discretion or rights or powers conferred upon it by this Indenture;

          (g) 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, security,  or other papers or documents,  unless requested in writing
     so to do by the holders of not less than a majority in principal  amount of
     the Outstanding Debentures,  determined as provided in Article X; 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 costs,
     expenses or  liabilities  as a condition to so  proceeding.  The reasonable
     expense of every such examination  shall be paid by the Company or, if paid
     by the Trustee, shall be repaid by the Company upon demand; and

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

     SECTION 9.4 TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.
                 ------------------------------------------

          (a) The Recitals contained herein and in the Debentures shall be taken
     as the statements of the Company, and the Trustee assumes no responsibility
     for the correctness of the same.

          (b)  The  Trustee  makes  no  representations  as to the  validity  or
     sufficiency of this Indenture or of the Debentures.

          (c) The Trustee shall not be accountable for the use or application by
     the Company of any of the Debentures or of the proceeds of such Debentures,
     or for the use

                                       39
<PAGE>

     or application of any money paid over by the Trustee in accordance with any
     provision of this  Indenture,  or for the use or  application  of any money
     received by any Paying Agent other than the Trustee.

     SECTION 9.5 MAY HOLD DEBENTURES.
                 --------------------

     The Trustee or any Paying Agent or Debenture  Registrar,  in its individual
or any other  capacity,  may become the owner or pledgee of Debentures  with the
same  rights it would have if it were not  Trustee,  Paying  Agent or  Debenture
Registrar.

     SECTION 9.6 MONEYS HELD IN TRUST.
                 ---------------------

     Subject  to the  provisions  of Section  13.5,  all money  received  by the
Trustee shall,  until used or applied as herein  provided,  be held in trust for
the purposes for which they were received, but need not be segregated from other
funds  except to the  extent  required  by law.  The  Trustee  shall be under no
liability for interest on any money  received by it hereunder  except such as it
may agree with the Company to pay thereon.

     SECTION 9.7 COMPENSATION AND REIMBURSEMENT.
                 -------------------------------

          (a) The Company  covenants  and agrees to pay to the Trustee,  and the
     Trustee shall be entitled to, such reasonable compensation (which shall not
     be  limited  by any  provision  of law in regard to the  compensation  of a
     trustee of an express trust),  as the Company and the Trustee may from time
     to time agree in writing,  for all services rendered by it in the execution
     of the trusts hereby created and in the exercise and  performance of any of
     the powers and duties  hereunder of the Trustee,  and,  except as otherwise
     expressly  provided herein,  the Company shall pay or reimburse the Trustee
     upon its request for all reasonable  expenses,  disbursements  and advances
     incurred or made by the Trustee in accordance with any of the provisions of
     this Indenture (including the reasonable  compensation and the expenses and
     disbursements  of its  counsel  and of all  Persons  not  regularly  in its
     employ) except any such expense,  disbursement or advance as may arise from
     its  negligence or bad faith.  The Company also  covenants to indemnify the
     Trustee (and its officers,  agents,  directors and  employees)  for, and to
     hold it harmless against, any loss, liability, claim, action, suit, cost or
     expense incurred without negligence or bad faith on the part of the Trustee
     and arising out of or in connection  with the acceptance or  administration
     of this Indenture, including the reasonable costs and expenses of defending
     itself against any claim of liability in the premises.

          (b)  The  obligations  of  the  Company  under  this  Section  9.7  to
     compensate  and  indemnify  the Trustee and to pay or reimburse the Trustee
     for  expenses,  disbursements  and  advances  shall  constitute  additional
     indebtedness hereunder.  Such additional indebtedness shall be secured by a
     lien prior to that of the  Debentures  upon all  property and funds held or
     collected  by the  Trustee  as such,  except  funds  held in trust  for the
     benefit of the holders of particular Debentures.

                                       40
<PAGE>

     SECTION 9.8 RELIANCE ON OFFICERS' CERTIFICATE.
                 ----------------------------------

     Except  as  expressly  set  forth  in  Section  9.1(b),   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
suffering or omitting to take 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,
suffered  or omitted to be taken by it under the  provisions  of this  Indenture
upon the faith thereof.

     SECTION 9.9 DISQUALIFICATION; CONFLICTING INTERESTS.
                 ----------------------------------------

     If the Trustee has or shall acquire any  "conflicting  interest" within the
meaning  of Section  310(b) of the Trust  Indenture  Act,  the  Trustee  and the
Company shall in all respects  comply with the  provisions of Section  310(b) of
the Trust  Indenture Act, if the Trust  Indenture Act is then applicable to this
Indenture.

     SECTION 9.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
                  ----------------------------------------

     There shall at all times be a Trustee with respect to the Debentures issued
hereunder  which  shall  at all  times  be a  corporation  or  national  banking
association  organized and doing business under the laws of the United States of
America or any State or Territory  thereof or of the District of Columbia,  or a
corporation  or other  Person  permitted  to act as trustee  by the  Commission,
authorized under such laws to exercise corporate trust powers, having a combined
capital  and surplus of at least  $50,000,000,  and  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 to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 9.10, 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.  The Company may not, nor may
any Person  directly or indirectly  controlling,  controlled by, or under common
control  with the  Company,  serve as  Trustee.  In case at any time the Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
9.10,  the Trustee  shall resign  immediately  in the manner and with the effect
specified in Section 9.11.

     SECTION 9.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
                  --------------------------------------------------

          (a) The Trustee or any successor hereafter appointed,  may at any time
     resign by giving written notice thereof to the Company and by  transmitting
     notice  of  resignation  by  mail,  first  class  postage  prepaid,  to the
     Debentureholders,  as their names and  addresses  appear upon the Debenture
     Register.  Upon  receiving  such notice of  resignation,  the Company shall
     promptly  appoint a successor  trustee with respect to this  Indenture  and
     Debentures by written  instrument,  in duplicate,  executed by order of the
     Board of Directors,  one copy of which instrument shall be delivered to the
     resigning  Trustee and one copy to the successor  trustee.  If no successor
     trustee shall have been so appointed and

                                       41
<PAGE>

     have accepted  appointment  within 30 days after the mailing of such notice
     of resignation,  the resigning  Trustee may petition any court of competent
     jurisdiction  for the  appointment  of a successor  trustee with respect to
     this Indenture and Debentures,  or any  Debentureholder who has been a bona
     fide  holder of a  Debenture  or  Debentures  for at least six months  may,
     subject to the  provisions  of Sections 9.9 and 9.10,  on behalf of himself
     and  all  others  similarly  situated,  petition  any  such  court  for the
     appointment  of a successor  trustee.  Such court may thereupon  after such
     notice,  if any, as it may deem proper and  prescribe,  appoint a successor
     trustee.

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

          (i)  the Trustee  shall fail to comply with the  provisions of Section
               9.9 after  written  request  therefor  by the  Company  or by any
               Debentureholder who has been a bona fide holder of a Debenture or
               Debentures for at least six months; or

          (iii)the Trustee  shall cease to be  eligible in  accordance  with the
               provisions of Section 9.10 and shall fail to resign after written
               request  therefor by the Company or by any such  Debentureholder;
               or

          (iv) the  Trustee  shall  become  incapable  of  acting,  or  shall be
               adjudged  a  bankrupt  or  insolvent,  or  commence  a  voluntary
               bankruptcy proceeding, or a receiver of the Trustee; or

          (v)  of its property shall be appointed or consented to, 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 with respect to this
Indenture  and all  Debentures  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 9.10, unless the
Trustee's duty to resign is stayed as provided herein, any  Debentureholder  who
has been a bona fide holder of a Debenture or Debentures for at least six months
may, on behalf of that holder 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) The holders of a majority  in  aggregate  principal  amount of the
     Debentures at the time Outstanding may at any time remove the Trustee by so
     notifying  the Trustee and the Company and may appoint a successor  Trustee
     with the consent of the Company.

          (d) Any  resignation  or removal of the Trustee and  appointment  of a
     successor trustee with respect to this Indenture and Debentures pursuant to
     any of the  provisions  of this Section 9.11 shall  become  effective  upon
     acceptance of appointment  by the successor  trustee as provided in Section
     9.12.

                                       42
<PAGE>

          (e) Any successor trustee appointed  pursuant to this Section 9.11 may
     be appointed with respect to this Indenture and Debentures, and at any time
     there  shall  be only  one  Trustee  with  respect  to this  Indenture  and
     Debentures.

     SECTION 9.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
                  ---------------------------------------

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

          (b) Upon request of any successor  trustee,  the Company shall execute
     any and all instruments for more full and certain vesting in and confirming
     to such successor trustee all such rights, powers and trusts referred to in
     paragraph (a) of this Section 9.12.

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

          (d) Upon acceptance of appointment by a successor  trustee as provided
     in this Section 9.12, the Company shall  transmit  notice of the succession
     of such trustee  hereunder by mail,  first class  postage  prepaid,  to the
     Debentureholders,  as their names and  addresses  appear upon the Debenture
     Register.  If the  Company  fails to transmit  such notice  within ten days
     after  acceptance of  appointment by the successor  trustee,  the successor
     trustee  shall  cause such notice to be  transmitted  at the expense of the
     Company.

     SECTION 9.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
                  ------------------------------------------------------------

     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
the  corporate  trust  business of the  Trustee,  shall be the  successor of the
Trustee  hereunder,  provided  that such  Person  shall be  qualified  under the
provisions  of Section 9.9 and eligible  under the  provisions  of Section 9.10,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary  notwithstanding.  In
case any Debentures  shall have been  authenticated,  but not delivered,  by the
Trustee then in office, any successor by merger,  conversion or consolidation to
such  authenticating  Trustee  may adopt such  authentication  and  deliver  the
Debentures so  authenticated  with the same effect as if such successor  Trustee
had itself authenticated such Debentures.

                                       43
<PAGE>

     SECTION 9.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.
                  ------------------------------------------------------

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act, if
applicable,  excluding any creditor relationship  described in Section 311(b) of
the Trust  Indenture  Act. A Trustee who has resigned or been  removed  shall be
subject to Section  311(a) of the Trust  Indenture Act to the extent  applicable
and included therein.

                                   ARTICLE X

                         CONCERNING THE DEBENTUREHOLDERS

     SECTION 10.1 EVIDENCE OF ACTION BY HOLDERS.
                  ------------------------------

          (a) Whenever in this  Indenture  it is provided  that the holders of a
     majority or  specified  percentage  in  aggregate  principal  amount of the
     Debentures  may take any  action  (including  the  making of any  demand or
     request,  the giving of any notice,  consent or waiver or the taking of any
     other  action),  the fact that at the time of taking  any such  action  the
     holders of such majority or specified percentage have joined therein may be
     evidenced by any  instrument or any number of  instruments of similar tenor
     executed  by such  holders  of  Debentures  in  Person or by agent or proxy
     appointed in writing.

          (b) If  the  Company  shall  solicit  from  the  Debentureholders  any
     request, demand, authorization, direction, notice, consent, waiver or other
     action,  the Company  may,  at its option,  as  evidenced  by an  Officers'
     Certificate,  fix in  advance  a  record  date  for  the  determination  of
     Debentureholders  entitled  to give such  request,  demand,  authorization,
     direction,  notice,  consent, waiver or other action, 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
     may be given before or after the record date, but only the Debentureholders
     of record at the close of business on the record date shall be deemed to be
     Debentureholders  for the purposes of determining whether  Debentureholders
     of the requisite  proportion of Outstanding  Debentures  have authorized or
     agreed or  consented to such  request,  demand,  authorization,  direction,
     notice,  consent,  waiver  or  other  action,  and  for  that  purpose  the
     Outstanding  Debentures shall be computed as of the record date;  provided,
     however,  that  no  such  authorization,   agreement  or  consent  by  such
     Debentureholders  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 10.2 PROOF OF EXECUTION BY DEBENTUREHOLDERS.
                  ---------------------------------------

     Subject to the provisions of Section 9.1(b),  proof of the execution of any
instrument by a Debentureholder  (such proof shall not require  notarization) or
his  agent or  proxy  and  proof  of the  holding  by any  Person  of any of the
Debentures shall be sufficient if made in the following manner:

          (a) The fact  and date of the  execution  by any  such  Person  of any
     instrument may be proved in any reasonable manner acceptable to the Trustee
     or the Company.

                                       44
<PAGE>

          (b) The  ownership  of  Debentures  shall be proved  by the  Debenture
     Register of such Debentures or by a certificate of the Debenture  Registrar
     thereof.

          (c) The Trustee or the Company may require  such  additional  proof of
     any matter referred to in this Section 10.2 as it shall deem necessary.

     SECTION 10.3 WHO MAY BE DEEMED OWNERS.
                  -------------------------

     Prior to the due presentment for registration of transfer of any Debenture,
the Company,  the Trustee,  any Paying Agent, any  Authenticating  Agent and any
Debenture  Registrar may deem and treat the Person in whose name such  Debenture
shall be registered  upon the books of the Company as the absolute owner of such
Debenture  (whether or not such Debenture  shall be overdue and  notwithstanding
any  notice of  ownership  or  writing  thereon  made by anyone  other  than the
Debenture  Registrar)  for the purpose of receiving  payment of or on account of
the principal of and interest on such Debenture (subject to Section 2.3) and for
all other purposes; and neither the Company nor the Trustee nor any Paying Agent
nor any  Authenticating  Agent nor any Debenture  Registrar shall be affected by
any notice to the contrary.

     SECTION 10.4 CERTAIN DEBENTURES OWNED BY COMPANY DISREGARDED.
                  ------------------------------------------------

     In  determining  whether the holders of the requisite  aggregate  principal
amount of Debentures  have concurred in any  direction,  consent or waiver under
this  Indenture,  the  Debentures  that are  owned by the  Company  or any other
obligor on the Debentures or by any Person directly or indirectly controlling or
controlled  by or under common  control with the Company or any other obligor on
the  Debentures  shall be disregarded  and deemed not to be Outstanding  for the
purpose  of  any  such  determination,  except  that  (i)  for  the  purpose  of
determining  whether  the  Trustee  shall be  protected  in  relying on any such
direction,  consent or waiver,  only Debentures that the Trustee  actually knows
are so owned shall be so disregarded;  and (ii) for the purposes of this Section
10.4,  the Trust  shall be  deemed  to not be  controlled  by the  Company.  The
Debentures  so owned that have been  pledged in good  faith may be  regarded  as
Outstanding  for the  purposes  of  this  Section  10.4,  if the  pledgee  shall
establish to the  satisfaction of the Trustee the pledgee's right so to act with
respect to such  Debentures  and that the  pledgee is not a Person  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with the Company or any such other  obligor.  In 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 10.5 ACTIONS BINDING ON FUTURE DEBENTUREHOLDERS.
                  -------------------------------------------

     At any time prior to (but not  after) the  evidencing  to the  Trustee,  as
provided  in Section  10.1,  of the  taking of any action by the  holders of the
majority or percentage in aggregate principal amount of the Debentures specified
in this Indenture in connection with such action, any holder of a Debenture that
is shown by the evidence to be included in the  Debentures  the holders of which
have  consented to such action may, by filing  written  notice with the Trustee,
and upon proof of holding as provided in Section 10.2, revoke such action so far
as concerns such  Debenture.  Except as aforesaid,  any such action taken by the
holder of any  Debenture  shall be  conclusive  and binding upon such holder and
upon all future  holders  and  owners of such

                                       45
<PAGE>

Debenture,  and of any Debenture issued in exchange therefor, on registration of
transfer  thereof  or in  place  thereof,  irrespective  of  whether  or not any
notation in regard thereto is made upon such Debenture.  Any action taken by the
holders of the  majority or  percentage  in  aggregate  principal  amount of the
Debentures  specified in this Indenture in connection  with such action shall be
conclusively  binding upon the  Company,  the Trustee and the holders of all the
Debentures.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

     SECTION 11.1 SUPPLEMENTAL    INDENTURES    WITHOUT   THE   CONSENT   OF
                  -----------------------------------------------------------
DEBENTUREHOLDERS.
-----------------

     In addition to any  supplemental  indenture  otherwise  authorized  by this
Indenture,  the  Company  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 as then in effect,  if applicable),
without the consent of the  Debentureholders,  for one or more of the  following
purposes:

          (a) to cure any ambiguity,  defect, or inconsistency herein, or in the
     Debentures;

          (b) to comply with Article X;

          (c) to provide  for  uncertificated  Debentures  in  addition to or in
     place of certificated Debentures;

          (d) to add to the  covenants  of the  Company  for the  benefit of the
     holders of all or any of the  Debentures or to surrender any right or power
     herein  conferred  upon  them  to  add  to,  delete  from,  or  revise  the
     conditions,  limitations, and restrictions on the authorized amount, terms,
     or purposes of issue, authentication, and delivery of Debentures, as herein
     set forth;

          (e) to make any change  that does not  adversely  affect the rights of
     any Debentureholder in any material respect;

          (f) to provide for the  issuance of and  establish  the form and terms
     and   conditions  of  the   Debentures,   to  establish  the  form  of  any
     certifications  required  to be  furnished  pursuant  to the  terms of this
     Indenture or of the Debentures, or to qualify or maintain the qualification
     of this Indenture under the Trust Indenture Act, if applicable; or

          (g) to evidence a  consolidation  or merger  involving  the Company as
     permitted under Section 12.1.

The Trustee is hereby  authorized  to join with the Company in the  execution of
any such supplemental indenture,  and to make any further appropriate agreements
and  stipulations  that may be therein  contained,  but the Trustee shall not be
obligated  to enter  into any  such

                                       46
<PAGE>

supplemental  indenture  that  affects  the  Trustee's  own  rights,  duties  or
immunities  under  this  Indenture  or  otherwise.  Any  supplemental  indenture
authorized by the provisions of this Section 11.1 may be executed by the Company
and the Trustee  without the consent of the holders of any of the  Debentures at
the time Outstanding, notwithstanding any of the provisions of Section 11.2.

     SECTION 11.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF DEBENTUREHOLDERS.
                  ---------------------------------------------------------

     With the consent  (evidenced as provided in Section 10.1) of the holders of
not less than a majority in aggregate  principal amount of the Debentures at the
time Outstanding,  the Company,  when authorized by Board  Resolutions,  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 as then in effect,  if applicable) 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
not covered by Section  11.1 the rights of the holders of the  Debentures  under
this Indenture;  provided,  however,  that no such supplemental  indenture shall
without  the  consent of the  holders of each  Debenture  then  Outstanding  and
affected  thereby,  (i) extend the fixed maturity of any Debentures,  reduce the
principal  amount  thereof,  or reduce the rate or extend the time of payment of
interest  thereon,  without  the  consent  of the  holder of each  Debenture  so
affected; or (ii) reduce the aforesaid percentage of Debentures,  the holders of
which are  required  to consent  to any such  supplemental  indenture;  provided
further, that if the Debentures are held by the Trust or a trustee of the Trust,
such  supplemental  indenture  shall not be  effective  until the  holders  of a
majority in liquidation  preference of Trust  Securities of the Trust shall have
consented to such supplemental indenture;  provided further, that if the consent
of the holder of each  Outstanding  Debenture  is  required,  such  supplemental
indenture  shall not be effective  until each holder of the Trust  Securities of
the Trust shall have consented to such supplemental  indenture.  It shall not be
necessary for the consent of the  Debentureholders  affected  thereby under this
Section  11.2  to  approve  the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

     SECTION 11.3 EFFECT OF SUPPLEMENTAL INDENTURES.
                  ----------------------------------

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

     SECTION 11.4 DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES.
                  -----------------------------------------------

     Debentures  affected  by  a  supplemental   indenture,   authenticated  and
delivered  after the execution of such  supplemental  indenture  pursuant to the
provisions  of this  Article  XI, may bear a notation  in form  approved  by the
Company,  provided such form meets the  requirements of any national  securities
exchange or automated  quotation service upon which the Debentures may be listed
or quoted, as to any matter provided for in such supplemental  indenture. If the
Company

                                       47
<PAGE>

shall so determine,  new Debentures so modified as to conform, in the opinion of
the Board of Directors of the Company,  to any  modification  of this  Indenture
contained  in any such  supplemental  indenture  may be prepared by the Company,
authenticated  by the Trustee  (upon written order of the Company) and delivered
in exchange for the Debentures then Outstanding.

     SECTION 11.5 EXECUTION OF SUPPLEMENTAL INDENTURES.
                  -------------------------------------

          (a)  Upon  the  request  of the  Company,  accompanied  by  its  Board
     Resolutions  authorizing the execution of any such supplemental  indenture,
     and  upon the  filing  with the  Trustee  of  evidence  of the  consent  of
     Debentureholders  required  to consent  thereto 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.  The Trustee, subject to the provisions of Sections
     9.1(b),  may receive an Opinion of Counsel as conclusive  evidence that any
     supplemental  indenture  executed pursuant to this Article XI is authorized
     or permitted  by, and conforms to, the terms of this Article XI and that it
     is proper for the Trustee  under the  provisions of this Article XI to join
     in the execution thereof.

          (b) Promptly after the execution by the Company and the Trustee of any
     supplemental indenture pursuant to the provisions of this Section 11.5, the
     Trustee  shall  transmit by mail,  first class postage  prepaid,  a notice,
     setting  forth  in  general  terms  the  substance  of  such   supplemental
     indenture, to the Debentureholders as their names and addresses appear upon
     the Debenture Register.  Any failure of the Trustee to mail such notice, or
     any defect  therein,  shall not,  however,  in any way impair or affect the
     validity of any such supplemental indenture.

                                  ARTICLE XII

                              SUCCESSOR CORPORATION

     SECTION 12.1 COMPANY MAY CONSOLIDATE, ETC.
                  -----------------------------

     Nothing  contained  in this  Indenture  or in any of the  Debentures  shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company,  as the case may be), or successive
consolidations  or  mergers  in which  the  Company,  as the case may be, or its
successor or successors shall be a party or parties,  or shall prevent any sale,
conveyance, transfer or other disposition of the property of the Company, as the
case may be, or its successor or successors as an entirety,  or substantially as
an entirety, to any other Person (whether or not affiliated with the Company, as
the case may be, or its  successor  or  successors)  authorized  to acquire  and
operate the same;  provided,  however,  the Company hereby  covenants and agrees
that, (i) upon any such consolidation,  merger,  sale,  conveyance,  transfer or
other disposition,  the due and punctual payment, in the case of the Company, of
the principal of and interest on all of the Debentures, 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 as the case
may be, shall be  expressly  assumed,  by  supplemental

                                       48
<PAGE>

indenture  (which shall conform to the provisions of the Trust Indenture Act, to
the extent the Trust  Indenture Act is then applicable to this Indenture or such
supplemental  indenture)  satisfactory  in form to the Trustee in its good faith
and  executed  and  delivered  to the  Trustee  by the  entity  formed  by  such
consolidation,  or into which the  Company,  as the case may be, shall have been
merged,  or by the entity which shall have acquired such property;  (ii) in case
the  Company  consolidates  with or merges  into  another  Person or  conveys or
transfers its properties and assets  substantially as an entirety to any Person,
the  successor  Person is organized  under the laws of the United  States or any
state or the District of Columbia;  and (iii)  immediately  after giving  effect
thereto, no Event of Default,  and no event which, after notice or lapse of time
or  both,  would  become  an  Event  of  Default,  shall  have  occurred  and be
continuing.

     SECTION 12.2 SUCCESSOR PERSON SUBSTITUTED.
                  -----------------------------

          (a) In case  of any  such  consolidation,  merger,  sale,  conveyance,
     transfer or other  disposition  and upon the  assumption  by the  successor
     Person,  by supplemental  indenture,  executed and delivered to the Trustee
     and  satisfactory in form to the Trustee in good faith,  of, in the case of
     the Company,  the due and punctual payment of the principal of and interest
     on all of the Debentures  Outstanding and the due and punctual  performance
     of all of the covenants and conditions of this Indenture to be performed by
     the Company, as the case may be, such successor Person shall succeed to and
     be  substituted  for the  Company,  with the same  effect as if it had been
     named as the Company herein,  and thereupon the predecessor Person shall be
     relieved of all  obligations  and  covenants  under this  Indenture and the
     Debentures.

          (b) In case  of any  such  consolidation,  merger,  sale,  conveyance,
     transfer or other disposition such changes in phraseology and form (but not
     in substance) may be made in the Debentures  thereafter to be issued as may
     be appropriate.

          (c) Nothing  contained in this  Indenture or in any of the  Debentures
     shall prevent the Company from merging into itself or acquiring by purchase
     or otherwise  all or any part of the property of any other Person  (whether
     or not affiliated with the Company).

     SECTION 12.3 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.
                  -------------------------------------------

     The Trustee,  subject to the provisions of Section  9.1(b),  may receive an
Opinion of Counsel as conclusive evidence that any such  consolidation,  merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article XII.

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

     SECTION 13.1 SATISFACTION AND DISCHARGE OF INDENTURE.
                  ----------------------------------------

     If at any time:  (a) the Company  shall have  delivered  to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures
that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.9) and the

                                       49
<PAGE>

principal  and accrued  interest of all  Debentures  for whose  payment money or
Governmental  Obligations have theretofore been deposited in trust or segregated
and held in  trust by the  Company  (and  thereupon  repaid  to the  Company  or
discharged  from such  trust,  as  provided  in Section  13.5);  or (b) all such
Debentures not theretofore  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 or cause to be deposited  with the Trustee as trust funds
the  entire  amount  in  money  or  Governmental  Obligations  sufficient  or  a
combination thereof,  sufficient in the opinion of a nationally  recognized firm
of independent public accountants  expressed in a written  certification thereof
delivered to the Trustee,  to pay at maturity or upon  redemption all Debentures
not theretofore  delivered to the Trustee for cancellation,  including principal
and  interest  due or to become due to such date of  maturity  or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company;  then this Indenture shall
thereupon  cease to be of further  effect except for the  provisions of Sections
2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.7 and 9.10, that shall survive until the date of
maturity or redemption  date,  as the case may be, and Section 13.5,  that shall
survive to such date and thereafter,  and the Trustee,  on demand of the Company
and at the cost and expense of the Company,  shall  execute  proper  instruments
acknowledging satisfaction of and discharging this Indenture.

     SECTION 13.2 DISCHARGE OF OBLIGATIONS.
                  -------------------------

     If at any time all Debentures  not heretofore  delivered to the Trustee for
cancellation  or that have not become due and  payable as  described  in Section
13.1 shall  have been paid by the  Company by  depositing  irrevocably  with the
Trustee as trust funds money or an amount of Governmental Obligations sufficient
in the opinion of a nationally  recognized  certified public  accounting firm to
pay at maturity or upon redemption all Debentures not  theretofore  delivered to
the Trustee for cancellation,  including principal and interest due or to become
due to such date of maturity or date fixed for  redemption,  as the case may be,
and if the  Company  shall also pay or cause to be paid all other  sums  payable
hereunder  by the  Company,  then  after  the date such  moneys or  Governmental
Obligations, as the case may be, are deposited with the Trustee, the obligations
of the Company under this  Indenture  shall cease to be of further effect except
for the  provisions of Sections 2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.6, 9.7, 9.10 and
13.5  that  shall  survive  until  such  Debentures  shall  mature  and be paid.
Thereafter, Sections 9.7 and 13.5 shall survive.

     SECTION 13.3 DEPOSITED MONEY TO BE HELD IN TRUST.
                  ------------------------------------

     All money or Governmental  Obligations  deposited with the Trustee pursuant
to  Sections  13.1 or 13.2  shall be held in trust  and shall be  available  for
payment as due,  either  directly or through  any Paying  Agent  (including  the
Company  acting as its own Paying  Agent),  to the holders of the Debentures for
the payment or redemption of which such moneys or Governmental  Obligations have
been deposited with the Trustee.

     SECTION 13.4 PAYMENT OF MONEY HELD BY PAYING AGENTS.
                  ---------------------------------------

     In connection with the  satisfaction  and discharge of this Indenture,  all
moneys or  Governmental  Obligations  then held by any  Paying  Agent  under the
provisions of this Indenture

                                       50
<PAGE>

shall,  upon demand of the Company,  be paid to the Trustee and  thereupon  such
Paying Agent shall be released from all further  liability  with respect to such
money or Governmental Obligations.

     SECTION 13.5 REPAYMENT TO COMPANY.
                  ---------------------

     Any money or  Governmental  Obligations  deposited with any Paying Agent or
the Trustee,  or then held by the Company in trust,  for payment of principal of
or interest on the Debentures  that are not applied but remain  unclaimed by the
holders of such  Debentures for at least two years after the date upon which the
principal of or interest on such Debentures shall have  respectively  become due
and payable,  shall be repaid to the  Company,  as the case may be, on May 31 of
each year or (if then held by the Company) shall be discharged  from such trust;
and  thereupon  the Paying  Agent and the  Trustee  shall be  released  from all
further liability with respect to such moneys or Governmental  Obligations,  and
the holder of any of the  Debentures  entitled  to receive  such  payment  shall
thereafter,  as an unsecured general creditor,  look only to the Company for the
payment thereof.

                                  ARTICLE XIV

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

     SECTION 14.1 NO RECOURSE.
                  ------------

     No recourse  under or upon any  obligation,  covenant or  agreement of this
Indenture, or of the Debentures,  or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator,  stockholder, officer or
director, past, present or future, as such, of the Company or of any predecessor
or  successor  Person,  either  directly  or  through  the  Company  or any such
predecessor or successor Person, 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 this Indenture and the  obligations  issued
hereunder  are  solely  corporate  (or  other  entity,   as  the  case  may  be)
obligations, and that no such personal liability whatever shall attach to, or is
or shall be incurred by, the incorporators,  stockholders, officers or directors
as such, of the Company or of any  predecessor  or successor  Person,  or any of
them, because of the creation of the indebtedness hereby authorized, or under or
by  reason  of the  obligations,  covenants  or  agreements  contained  in  this
Indenture or in any of the Debentures or implied therefrom; and that any and all
such  personal  liability  of every name and nature,  either at common law or in
equity or by  constitution  or  statute,  and any and all such rights and claims
against,  every such  incorporator,  stockholder,  officer or  director as such,
because of the creation of the indebtedness  hereby  authorized,  or under or by
reason of the obligations,  covenants or agreements  contained in this Indenture
or in any of the Debentures or implied  therefrom,  are hereby  expressly waived
and released as a condition  of, and as a  consideration  for, the  execution of
this Indenture and the issuance of such Debentures.

                                       51
<PAGE>

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

     SECTION 15.1 EFFECT ON SUCCESSORS AND ASSIGNS.
                  ----------------------------------

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

     SECTION 15.2 ACTIONS BY SUCCESSOR.
                  ---------------------

     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
corresponding  board,  committee or officer of any Person that shall at the time
be the lawful successor of the Company.

     SECTION 15.3 SURRENDER OF COMPANY POWERS.
                  ----------------------------

     The Company by instrument in writing  executed by appropriate  authority 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,  as the case may be, and as to any  successor
Person.

     SECTION 15.4 NOTICES.
                  --------

     Except as otherwise  expressly provided herein any notice or demand that by
any  provision of this  Indenture is required or permitted to be given or served
by the Trustee or by the holders of Debentures to or on the Company may be given
or served by being  deposited  first  class  postage  prepaid  in a  post-office
letterbox  addressed  to the  Company's  Chief  Executive  Officer.  Any notice,
election, request or demand by the Company or any Debentureholder 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  Corporate  Trust  Office of the
Trustee.

     SECTION 15.5 GOVERNING LAW.
                  --------------

     This  Indenture  and each  Debenture  shall be deemed to be a contract made
under the internal  laws of the State of Maryland and for all purposes  shall be
construed  in  accordance  with the laws of said  State,  without  regard to its
choice  of law  provisions.  Any  action  or  proceeding  arising  out  of  this
Indenture,  as supplemented or amended, in any way shall be brought and enforced
exclusively  in the  applicable  United  States  District  Court in the State of
Maryland  or in the event  such  court  lacks  jurisdiction,  in the  applicable
Maryland State Court.

     SECTION 15.6 TREATMENT OF DEBENTURES AS DEBT.
                  --------------------------------

     It is intended that the Debentures shall be treated as indebtedness and not
as equity for federal  income tax purposes.  The  provisions  of this  Indenture
shall be interpreted to further this intention.

                                       52
<PAGE>

     SECTION 15.7 COMPLIANCE CERTIFICATES AND OPINIONS.
                  -------------------------------------

          (a) 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 all
     conditions  precedent  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 in the case of any such application or demand as
     to which the furnishing of such documents is  specifically  required by any
     provision of this  Indenture  relating to such  particular  application  or
     demand, no additional certificate or opinion need be furnished.

          (b) Each  certificate  or opinion of the Company  provided for in this
     Indenture and  delivered to the Trustee with respect to  compliance  with a
     condition or covenant in this Indenture  shall include (i) a statement that
     the Person  making such  certificate  or opinion has read such  covenant or
     condition;  (ii) 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; (iii) a statement that,
     in  the  opinion  of  such  Person,   he  has  made  such   examination  or
     investigation as, in the opinion of such Person, is necessary to enable him
     to express an  informed  opinion  as to  whether  or not such  covenant  or
     condition  has been  complied  with;  and (iv) a statement as to whether or
     not, in the opinion of such  Person,  such  condition  or covenant has been
     complied with; provided,  however,  that each such certificate shall comply
     with  the  provisions  of  Section  314  of the  Trust  Indenture  Act,  if
     applicable.

     SECTION 15.8 PAYMENTS ON BUSINESS DAYS.
                  --------------------------

     In any case where the date of  maturity of  interest  or  principal  of any
Debenture or the date of  redemption  of any  Debenture  shall not be a Business
Day,  then payment of interest or principal  may (subject to Section  2.5(c)) be
made on the next  succeeding  Business  Day with the same force and effect as if
made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.

     SECTION 15.9 APPLICATION OF TRUST INDENTURE ACT; CONFLICT.
                  ---------------------------------------------

          (a) Unless and until this Indenture is required to be qualified  under
     the  Trust  Indenture  Act,  (i)  the  provisions  of this  Indenture  that
     expressly  relate to the Trust  Indenture Act do not apply and shall not be
     given  effect;  and  (ii)  notwithstanding  any  other  provision  of  this
     Indenture  (including without limitation  Sections 7.7, 9.1(b),  9.7(a) and
     9.8 hereof), no Trustee shall be liable for its own simple negligence,  but
     shall only be liable for its own gross negligence.

          (b) If the  Indenture  is  required  to be  qualified  under the Trust
     Indenture Act at any time,  then if and to the extent that any provision of
     this  Indenture  limits,  qualifies or conflicts with the duties imposed by
     Sections 310 to 317,  inclusive,  of the Trust  Indenture Act, such imposed
     duties shall control.

                                       53
<PAGE>

     SECTION 15.10 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 15.11 SEVERABILITY.
                  --------------

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

     SECTION 15.12 ASSIGNMENT.
                  ------------

     The  Company  shall  have the  right  at all  times  to  assign  any of its
respective  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 shall remain liable for all such obligations. Subject to
the  foregoing,  this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective  successors and assigns. This Indenture may
not otherwise be assigned by the parties hereto.

     SECTION 15.3 ACKNOWLEDGMENT OF RIGHTS; RIGHT OF SET OFF.
                  -------------------------------------------

          (a) The Company acknowledges that, with respect to any Debentures held
     by the Trust or a trustee of the Trust,  if the Property  Trustee  fails to
     enforce its rights  under this  Indenture  as the holder of the  Debentures
     held as the assets of the Trust,  any holder of Trust Preferred  Securities
     may,  to  the  extent  permitted  under  applicable  law,  institute  legal
     proceedings directly against the Company to enforce such Property Trustee's
     rights under this Indenture without first instituting any legal proceedings
     against   such   Property   Trustee   or  any  other   person  or   entity.
     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 principal on the  Debentures  on the date such  interest or
     principal  is  otherwise  payable  (or in the  case of  redemption,  on the
     redemption date), the Company acknowledges that a holder of Trust Preferred
     Securities  may  directly  institute a  proceeding  against the Company for
     enforcement  of payment to such holder of the  principal  of or interest on
     the Debentures having a principal amount equal to the aggregate liquidation
     amount of the Trust  Preferred  Securities  of such  holder on or after the
     respective due date specified in the Debentures.

          (b)  Notwithstanding  anything  to  the  contrary  contained  in  this
     Indenture,  the  Company  shall have the right to setoff any  payment it is
     otherwise  required to make hereunder in respect of any Trust Securities to
     the extent that the Company has previously made, or is concurrently making,
     a  payment  to the  holder  of any such  Trust  Securities  under the Trust
     Preferred  Securities  Guarantee or in  connection  with a  proceeding  for
     enforcement  of payment of the  principal of or interest on the  Debentures
     directly brought by holders of any such Trust Securities.

                                       54
<PAGE>

                                  ARTICLES XVI

                           SUBORDINATION OF DEBENTURES

     SECTION 16.1 AGREEMENT TO SUBORDINATE.
                  -------------------------

     The Company  covenants  and agrees,  and each holder of  Debentures  issued
hereunder by such holder's  acceptance  thereof  likewise  covenants and agrees,
that all  Debentures  shall be issued  subject to the provisions of this Article
XVI;  and each  holder  of a  Debenture,  whether  upon  original  issue or upon
transfer  or  assignment  thereof,  accepts  and  agrees  to be  bound  by  such
provisions.  The payment by the Company of the  principal of and interest on all
Debentures  issued hereunder 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 Debt,  Subordinated Debt and Additional Senior Obligations
of the Company  (collectively,  "Senior  Indebtedness")  to the extent  provided
herein,  whether  outstanding  at the  date  of  this  Indenture  or  thereafter
incurred.  No provision of this Article XVI shall prevent the  occurrence of any
default or Event of  Default  hereunder.  In no event  shall the  Debentures  be
subordinate  to the  Company's  (i)  trade  accounts  payable,  or (ii)  accrued
liabilities arising in the ordinary course of business;  however, the Debentures
shall be subordinate  to (i) any Debt of the Company to any of its  subsidiaries
and (ii) Debt to any employees of the Company.

     SECTION 16.2 DEFAULT ON SENIOR DEBT, SUBORDINATED DEBT OR ADDITIONAL SENIOR
                  --------------------------------------------------------------
OBLIGATIONS.
------------

     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,   or  in  the  event  that  the  maturity  of  any  Senior
Indebtedness has been accelerated because of a default, then, in either case, no
payment  shall be made by the Company with respect to the  principal  (including
redemption  payments)  of or  interest  on the  Debentures.  In the event  that,
notwithstanding the foregoing, any payment shall be received by the Trustee when
such payment is prohibited by the preceding  sentence of this Section 16.2, such
payment  shall 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.

     SECTION 16.3 LIQUIDATION; DISSOLUTION; BANKRUPTCY.
                  -------------------------------------

          (a) 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,

                                       55
<PAGE>

     before any  payment is made by the Company on account of the  principal  or
     interest on the Debentures;  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  holders of the  Debentures  or the
     Trustee  would be  entitled  to receive  from the  Company,  except for the
     provisions  of this  Article  XVI,  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 holders of the Debentures or
     by the Trustee under this  Indenture if and to the extent  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  holders of  Debentures  or to the
     Trustee.

          (b) 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,  and  their
     respective  interests  may  appear,  as  calculated  by  the  Company,  for
     application to the payment of all Senior  Indebtedness  of the Company,  as
     the case may be,  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.

          (c) For purposes of this  Article  XVI,  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
     Person  provided  for by a plan  of  reorganization  or  readjustment,  the
     payment of which is  subordinated  at least to the extent  provided in this
     Article  XVI with  respect to the  Debentures  to the payment of all Senior
     Indebtedness  of the  Company,  as the case may be, that may at the time be
     outstanding,  provided that (i) such Senior  Indebtedness is assumed by the
     new Person, if any, resulting from any such reorganization or readjustment;
     and (ii) the rights of the  holders of such  Senior  Indebtedness  are not,
     without  the consent of such  holders,  altered by such  reorganization  or
     readjustment.  The  consolidation of the Company with, or the merger of the
     Company into,  another  Person or the  liquidation  or  dissolution  of the
     Company  following  the  conveyance  or  transfer  of  its  property  as an
     entirety, or substantially as an entirety, to another Person upon the terms
     and  conditions  provided  for  in  Article  XII  shall  not  be  deemed  a
     dissolution,  winding-up, liquidation or

                                       56
<PAGE>

     reorganization  for the  purposes of this Section 16.3 if such other Person
     shall,  as a part of such  consolidation,  merger,  conveyance or transfer,
     comply with the conditions  stated in Article XII.  Nothing in Section 16.2
     or in this  Section  16.3  shall  apply to claims of, or  payments  to, the
     Trustee under or pursuant to Section 9.7.

     SECTION 16.4 SUBROGATION.
                  ------------

          (a) Subject to the payment in full of all Senior  Indebtedness  of the
     Company, the rights of the holders of the Debentures 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,  as the
     case may be, applicable to such Senior  Indebtedness until the principal of
     and interest on the Debentures 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
     holders of the  Debentures or the Trustee would be entitled  except for the
     provisions of this Article XVI, and no payment  pursuant to the  provisions
     of this  Article  XVI to or for the  benefit of the  holders of such Senior
     Indebtedness by holders of the Debentures or the Trustee, shall, as between
     the Company, its creditors (other than holders of Senior Indebtedness), and
     the holders of the Debentures,  be deemed to be a payment by the Company to
     or on  account  of such  Senior  Indebtedness.  It is  understood  that the
     provisions of this Article XVI are and are intended solely for the purposes
     of defining the relative  rights of the holders of the  Debentures,  on the
     one hand, and the holders of such Senior Indebtedness on the other hand.

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

          (c) Upon any payment or distribution of assets of the Company referred
     to in this Article XVI, the Trustee,  subject to the  provisions of Section
     9.1(b), and the holders of the Debentures 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  holders  of the
     Debentures,  for the  purposes  of  ascertaining  the  Persons  entitled to
     participate in such  distribution,  the holders of

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     Senior  Indebtedness and other indebtedness of the Company, as the case may
     be, the amount  thereof or payable  thereon,  the amount or amounts paid or
     distributed  thereon  and all  other  facts  pertinent  thereto  or to this
     Article XVI.

     SECTION 16.5 TRUSTEE TO EFFECTUATE SUBORDINATION.
                  ------------------------------------

     Each holder of Debentures by such holder's  acceptance  thereof  authorizes
and  directs  the  Trustee on such  holder's  behalf to take such  action as the
Company advises the Trustee in writing is necessary or appropriate to effectuate
the  subordination  provided in this  Article XVI and  appoints the Trustee such
holder's attorney-in-fact for any and all such purposes.

     SECTION 16.6 NOTICE BY THE COMPANY.
                  ----------------------

          (a) The Company  shall give  prompt  written  notice to a  Responsible
     Officer of the Trustee of any fact known to the Company that would prohibit
     the making of any  payment of money to or by the  Trustee in respect of the
     Debentures pursuant to the provisions of this Article XVI.  Notwithstanding
     the  provisions  of  this  Article  XVI  or any  other  provision  of  this
     Indenture, the Trustee shall not be charged with knowledge of the existence
     of any facts that would  prohibit  the making of any payment of money to or
     by the Trustee in respect of the  Debentures  pursuant to the provisions of
     this Article  XVI,  unless and until a  Responsible  Officer of the Trustee
     shall have received  written notice thereof from the Company or a holder or
     holders of Senior  Indebtedness or from any trustee  therefore;  and before
     the  receipt  of any such  written  notice,  the  Trustee,  subject  to the
     provisions of Section  9.1(b),  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 16.6 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 interest on any Debenture),  then,  anything
     herein  contained to the contrary  notwithstanding,  the Trustee shall have
     full power and authority to receive such money and to apply the same to the
     purposes  for which they were  received,  and shall not be  affected by any
     notice to the contrary  that may be received by it within two Business Days
     prior to such date.

          (b) The Trustee, subject to the provisions of Section 9.1(b), shall be
     entitled to conclusively  rely on the delivery to it of a written notice by
     a Person  representing  himself to be a holder of Senior Indebtedness (or a
     trustee on behalf of such  holder) to  establish  that such notice has been
     given by a holder of such Senior Indebtedness or a trustee 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  XVI,  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 XVI, 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.

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     SECTION 16.7 RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.
                  ------------------------------------------------------

          (a) The Trustee in its  individual  capacity  shall be entitled to all
     the  rights  set  forth  in  this  Article  XVI in  respect  of any  Senior
     Indebtedness at any time held by it, to the same extent as any other holder
     of Senior  Indebtedness,  and nothing in this  Indenture  shall deprive the
     Trustee  of any of its  rights  as such  holder.  The  Trustee's  right  to
     compensation  and  reimbursement  of  expenses  as set forth in Section 9.7
     shall not be subject to the subordination provisions of the Article XVI.

          (b) With  respect to the holders of Senior  Indebtedness,  the Trustee
     undertakes  to  perform  or to  observe  only  such  of its  covenants  and
     obligations  as are  specifically  set forth in this  Article  XVI,  and no
     implied covenants or obligations with respect to the holders of such Senior
     Indebtedness  shall be read into this  Indenture  against the Trustee.  The
     Trustee  shall not be deemed to owe any  fiduciary  duty to the  holders of
     such Senior  Indebtedness and, subject to the provisions of Section 9.1(b),
     the Trustee  shall not be liable to any holder of such Senior  Indebtedness
     if it shall in good faith pay over or deliver to holders of Debentures, 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 XVI or
     otherwise.

     SECTION 16.8 SUBORDINATION MAY NOT BE IMPAIRED.
                  ----------------------------------

          (a)  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.

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

                            [SIGNATURE PAGE FOLLOWS]

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     IN  WITNESS  WHEREOF,  this  Indenture  is dated  as set  forth  below  and
effective as of the day and year first above written.

                                        BCSB Bankcorp, Inc.

                                        By: /s/ William Loughran
                                        Name: William Loughran
                                        Title: Vice President
                                        Date: June 30, 2002


                                        Wells Fargo Bank, National Association,
                                        AS TRUSTEE

                                        By: /s/ Ann Roberts
                                        Name: Ann Roberts
                                        Title: Vice President
                                        Date: June 30, 2002


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