<PAGE>


EXHIBIT 10.9

                          JUNIOR SUBORDINATED INDENTURE

                                     Between

                               CCF HOLDING COMPANY

                                       and

                            WILMINGTON TRUST COMPANY
                                  (as Trustee)

                          dated as of February 1, 2002

<PAGE>


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

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

<PAGE>

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

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<S>              <C>                                                                                   <C>
ARTICLE I        DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................8

SECTION 1.1.     Definitions............................................................................8
SECTION 1.2.     Compliance Certificate and Opinions...................................................18
SECTION 1.3.     Forms of Documents Delivered to Trustee...............................................19
SECTION 1.4.     Acts of Holders.......................................................................19
SECTION 1.5.     Notices, Etc. to Trustee and Company..................................................21
SECTION 1.6.     Notice to Holders; Waiver.............................................................22
SECTION 1.7.     Conflict with Trust Indenture Act.....................................................22
SECTION 1.8.     Effect of Headings and Table of Contents..............................................22
SECTION 1.9.     Successors and Assigns................................................................22
SECTION 1.10.    Separability Clause...................................................................22
SECTION 1.11.    Benefits of Indenture.................................................................23
SECTION 1.12.    Governing Law.........................................................................23
SECTION 1.13.    Non-Business Days.....................................................................23

ARTICLE II       SECURITY FORMS........................................................................23

SECTION 2.1.     Forms Generally.......................................................................23
SECTION 2.2.     Form of Face of Security..............................................................24
SECTION 2.3.     Additional Provisions Required in Global Security.....................................24
SECTION 2.4.     Form of Trustee's Certificate of Authentication.......................................25

ARTICLE III      THE SECURITIES........................................................................25

SECTION 3.1.     Title and Terms.......................................................................25
SECTION 3.2.     Denominations.........................................................................28
SECTION 3.3.     Execution, Authentication, Delivery and Dating........................................28
SECTION 3.4.     Temporary Securities..................................................................30
SECTION 3.5.     Global Securities.....................................................................30
SECTION 3.6.     Registration, Transfer and Exchange Generally; Certain Transfers and Exchanges........31
SECTION 3.7.     Mutilated, Lost and Stolen Securities.................................................34
SECTION 3.8.     Payment of Interest and Additional Interest; Interest Rights Preserved................34
SECTION 3.9.     Persons Deemed Owners.................................................................36
SECTION 3.10.    Cancellation..........................................................................36
SECTION 3.11.    Computation of Interest...............................................................36
SECTION 3.12.    Deferrals of Interest Payment Dates...................................................37
SECTION 3.13.    Right of Set-Off......................................................................38
SECTION 3.14.    Agreed Tax Treatment..................................................................38
SECTION 3.15.    Shortening or Extension of Stated Maturity............................................38
SECTION 3.16.    CUSIP Numbers.........................................................................39
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<S>              <C>                                                                                   <C>
ARTICLE IV       SATISFACTION AND DISCHARGE............................................................39

SECTION 4.1.     Satisfaction and Discharge of Indenture...............................................39
SECTION 4.2      Application of Trust Money............................................................40

ARTICLE V        REMEDIES..............................................................................40

SECTION 5.1.     Events of Default.....................................................................40
SECTION 5.2.     Acceleration of Maturity; Rescission and Annulment....................................42
SECTION 5.3.     Collection of Indebtedness and Suits for Enforcement by Trustee.......................43
SECTION 5.4.     Trustee May File Proofs of Claim......................................................44
SECTION 5.5.     Trustee May Enforce Claim Without Possession of Securities............................44
SECTION 5.6      Application of Money Collected........................................................45
SECTION 5.7      Limitation on Suits...................................................................45
SECTION 5.8.     Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct
                 Action by Holders of Capital Securities...............................................46
SECTION 5.9.     Restoration of Rights and Remedies....................................................46
SECTION 5.10.    Rights and Remedies Cumulative........................................................47
SECTION 5.11.    Delay or Omission Not Waiver..........................................................47
SECTION 5.12.    Control by Holders....................................................................47
SECTION 5.13.    Waiver of Past Defaults...............................................................48
SECTION 5.14.    Undertaking for Costs.................................................................48
SECTION 5.15.    Waiver of Usury, Stay or Extension Laws...............................................49

ARTICLE VI       THE TRUSTEE...........................................................................49

SECTION 6.1.     Certain Duties and Responsibilities...................................................49
SECTION 6.2.     Notice of Defaults....................................................................50
SECTION 6.3.     Certain Rights of Trustee.............................................................50
SECTION 6.4.     Not Responsible for Recitals or Issuance of Securities................................51
SECTION 6.5.     May Hold Securities...................................................................51
SECTION 6.6.     Money Held in Trust...................................................................52
SECTION 6.7.     Compensation and Reimbursement........................................................52
SECTION 6.8.     Disqualification; Conflicting Interests...............................................53
SECTION 6.9.     Corporate Trustee Required; Eligibility...............................................53
SECTION 6.10.    Resignation and Removal; Appointment of Successor.....................................54
SECTION 6.11.    Acceptance of Appointment by Successor................................................55
SECTION 6.12.    Merger, Conversion, Consolidation or Succession to Business...........................56
SECTION 6.13.    Preferential Collection of Claims Against Company.....................................56
SECTION 6.14.    Appointment of Authenticating Agent...................................................57

ARTICLE VII      HOLDER LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY.........................58

SECTION 7.1.     Company to Furnish Trustee Names and Addresses of Holders.............................58
SECTION 7.2.     Preservation of Information; Communications to Holders................................59
SECTION 7.3.     Reports by Trustee and Paying Agent...................................................59
</TABLE>

                                       -v-

<PAGE>

<TABLE>
<S>              <C>                                                                                   <C>
SECTION 7.4.     Reports by Company....................................................................59

ARTICLE VIII     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..................................60

SECTION 8.1.     Company May Consolidate, Etc., Only on Certain Terms..................................60
SECTION 8.2.     Successor Company Substituted.........................................................61

ARTICLE IX       SUPPLEMENTAL INDENTURES...............................................................61

SECTION 9.1.     Supplemental Indentures Without Consent of Holders....................................61
SECTION 9.2.     Supplemental Indentures with Consent of Holders.......................................63
SECTION 9.3.     Execution of Supplemental Indentures..................................................64
SECTION 9.4.     Effect of Supplemental Indentures.....................................................64
SECTION 9.5.     Conformity with Trust Indenture Act...................................................64
SECTION 9.6.     Reference in Securities to Supplemental Indentures....................................64

ARTICLE X        COVENANTS.............................................................................65

SECTION 10.1.    Payment of Principal, Premium and Interest............................................65
SECTION 10.2.    Maintenance of Office or Agency.......................................................65
SECTION 10.3.    Money for Security Payments to be Held in Trust.......................................65
SECTION 10.4.    Statement as to Compliance............................................................67
SECTION 10.5.    Waiver of Certain Covenants...........................................................67
SECTION 10.6.    Additional Sums.......................................................................67
SECTION 10.7.    Additional Covenants..................................................................68
SECTION 10.8.    Furnishing Annual Information.........................................................69

ARTICLE XI       REDEMPTION OF SECURITIES..............................................................69

SECTION 11.1.    Applicability of This Article.........................................................69
SECTION 11.2.    Election to Redeem; Notice to Trustee.................................................69
SECTION 11.3.    Selection of Securities to be Redeemed................................................70
SECTION 11.4.    Notice of Redemption..................................................................70
SECTION 11.5.    Deposit of Redemption Price...........................................................71
SECTION 11.6.    Payment of Securities Called for Redemption...........................................71
SECTION 11.7.    Right of Redemption of Securities Initially Issued to an Issuer Trust.................72

ARTICLE XII      SINKING FUNDS.........................................................................73

ARTICLE XIII     SUBORDINATION OF SECURITIES...........................................................73

SECTION 13.1.    Securities Subordinate to Senior Indebtedness.........................................73
SECTION 13.2.    No Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon
                 Dissolution, Etc......................................................................73
SECTION 13.3.    Payment Permitted If No Default.......................................................75
SECTION 13.4.    Subrogation to Rights of Holders of Senior Indebtedness; Etc..........................75
</TABLE>

                                      -vi-

<PAGE>

<TABLE>
<S>              <C>                                                                                   <C>
SECTION 13.5.    Provisions Solely to Define Relative Rights...........................................76
SECTION 13.6.    Trustee to Effectuate Subordination...................................................76
SECTION 13.7.    No Waiver of Subordination Provisions.................................................76
SECTION 13.8.    Notice to Trustee.....................................................................77
SECTION 13.9.    Reliance on Judicial Order or Certificate of Liquidating Agent........................78
SECTION 13.10.   Trustee Not Fiduciary for Holders of Senior Indebtedness..............................78
SECTION 13.11.   Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights..78
SECTION 13.12.   Article Applicable to Paying Agents...................................................78
SECTION 13.13.   Certain Conversions or Exchanges Deemed Payment.......................................78
</TABLE>

                                      -vii-

<PAGE>

                          JUNIOR SUBORDINATED INDENTURE

     THIS JUNIOR SUBORDINATED INDENTURE, dated as of February 1, 2002, is
between CCF HOLDING COMPANY, a Georgia corporation (the "Company"), having its
                                                         -------
principal office at 101 North Main Street, Jonesboro, Georgia 30236-3294, and
WILMINGTON TRUST COMPANY, as Trustee, having its principal office at 1100 North
Market Street, Wilmington, Delaware 19890-0001 (the "Trustee").
                                                     -------

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in one or more series (hereinafter called the
"Securities") of substantially the tenor hereinafter provided, including
 ----------
Securities issued to evidence loans made to the Company from the proceeds from
the issuance from time to time by one or more business trusts (each an "Issuer
                                                                        ------
Trust") of undivided preferred beneficial interests in the assets of such Issuer
-----
Trusts (the "Capital Securities") and undivided common interests in the assets
             ------------------
of such Issuer Trusts (the "Common Securities" and, collectively with the
                            -----------------
Capital Securities, the "Trust Securities"), and to provide the terms and
                         ----------------
conditions upon which the Securities are to be authenticated, issued and
delivered; and

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

     NOW THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders (as such term is defined in Section 1.1 hereof) thereof, the
parties hereto, intending to be legally bound, mutually covenant and agree, for
the equal and proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:

                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 1.1. Definitions.

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

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

                                      -8-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -9-

<PAGE>

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

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

     "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. 101,
et seq. as amended, and any successor provisions thereto.

     "Board of Directors" means the board of directors of the Company or the
Executive Committee of the board of directors of the Company (or any other
committee of the board of directors of the Company performing similar functions)
or, for purposes of this Indenture, a committee designated by the board of
directors of the Company (or such committee), comprised of two or more members
of the board of directors of the Company or officers of the Company, or both.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or any Assistant Secretary of the Company to have been duly adopted by the Board
of Directors, or such committee of the Board of Directors or officers of the
Company to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

     "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York, New York, the City of
Atlanta, Georgia or the City of Wilmington, Delaware are authorized or required
by law or executive order to remain closed, or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series initially issued to an Issuer Trust, the "Corporate Trust Office" (as
defined in the related Trust Agreement) of the Property Trustee or the Delaware
Trustee under the related Trust Agreement, is closed for business.

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

     "Capital Treatment Event" means, in respect of any Issuer Trust, receipt by
the Property Trustee of such Issuer Trust of an Opinion of Counsel, experienced
in such matters and who may be counsel to the Company, and determination by the
Company that, as a result of the occurrence of any amendment to, or change
(including any announced prospective change) in, the laws (or any rules or
regulations thereunder) of the United States or any political subdivision
thereof or therein, or as a result of any official or administrative
pronouncement or action (including any action taken in connection with a
regulatory examination or in connection with or as a result of any change in
regulatory policy) or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement,
action or decision is announced on or after the date of the issuance of the
Capital Securities of such Issuer Trust, there is more than an insubstantial
risk that the Company will not be entitled to treat an amount equal to the
Liquidation Amount of such Capital Securities as "Tier 1 Capital" (or the then
equivalent thereof) for purposes of

                                      -10-

<PAGE>

the risk-based capital adequacy guidelines of the Board of Governors of the
Federal Reserve System, as then in effect and applicable to the Company.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Commission" means the United States Securities and Exchange Commission, or
any successor thereto.

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

     "Common Stock" means the common stock, $0.10 par value per share, of the
Company.

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

     "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by its Chairman of the Board
of Directors, any Vice Chairman of the Board of Directors, its President or a
Senior Vice President or Vice President, and by its Chief Financial Officer, its
Treasurer or an Assistant Treasurer, or its Secretary or an Assistant Secretary,
and delivered to the Trustee.

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

     "Creditor" has the meaning specified in Section 6.7(c).

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

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

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

                                      -11-

<PAGE>

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

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

     "Entity" includes a bank, corporation, partnership, association, company,
limited liability company, joint-stock company or business trust.

     "Event of Default," unless otherwise specified in the supplemental
indenture creating a series of Securities, has the meaning specified in Article
V.

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

     "Expiration Date" has the meaning specified in Section 1.4(f).

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

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System and its delegees.

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

     "Guarantee" means, with respect to any Issuer Trust, the obligations of the
Company under the Guarantee Agreement.

     "Guarantee Agreement" means any Guarantee Agreement executed by the Company
for the benefit of the Holders of the Capital Securities issued by each Issuer
Trust, as modified, amended or supplemented from time to time.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of each particular series of Securities established as
contemplated by Section 3.1.

     "Interest Payment Date" means, as to each series of Securities, the Stated
Maturity of an installment of interest on such Securities.

                                      -12-

<PAGE>

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

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

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

     "Liquidation Amount" shall have the meaning assigned in the applicable
related Trust Agreement.

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

     "Notice of Default" means a written notice of the kind specified in Section
5.1(3).

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

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

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

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

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

                                      -13-

<PAGE>

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Company or any Affiliate of the Company.

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

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

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

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

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

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

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

                                      -14-

<PAGE>

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

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

     "Principal Subsidiary" means (i) Heritage Bank, a Georgia-chartered
commercial bank, (ii) any other subsidiary of the Company the consolidated
assets of which constitute 20% or more of the consolidated assets of the Company
and its consolidated subsidiaries, (iii) any other subsidiary designated as a
Principal Subsidiary pursuant to a Board Resolution and set forth in an
Officers' Certificate delivered to the Trustee, and (iv) any subsidiary of the
Company that owns, directly or indirectly, any voting securities, or options,
warrants or rights to subscribe for or purchase voting securities, of any
Principal Subsidiary under clause (i), (ii) or (iii), and in the case of clause
(i), (ii), (iii) or (iv), their respective successors (whether by consolidation,
merger, conversion, transfer of substantially all their assets and business or
otherwise) so long as any such successor is a banking subsidiary (in the case of
clause (i), (ii) or (iii) or a subsidiary (in the case of clause (iv)) of the
Company.

     "Proceeding" has the meaning specified in Section 13.2.

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

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

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of such series, the close of
business on the fifteenth day of the month in which such Interest Payment Date
occurs (whether or not a Business Day).

     "Responsible Officer," when used with respect to the Trustee means any
officer assigned to the Corporate Trust Office, including any managing director,
vice president, principal, assistant vice president, assistant treasurer,
assistant secretary or any other officer of the Trustee customarily

                                      -15-

<PAGE>

performing functions similar to those performed by any of the above designated
officers and having direct responsibility for the administration of this
Indenture, and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     "Restricted Security" means all Securities including those represented by
the debenture attached hereto as Exhibit A or those represented by the
                                 ---------
Restricted Securities Certificate attached hereto as Exhibit B.
                                                     ---------

     "Restricted Securities Certificate" means a certificate substantially in
the form set forth in Exhibit B.
                      ---------

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

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

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

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

     "Senior Indebtedness" means, whether recourse is to all or a portion of the
assets of the Company and whether or not contingent: (i) every obligation of the
Company for borrowed money; (ii) every obligation of the Company 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 the Company with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of the
Company; (iv) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of the Company; (vi) every obligation of the Company
for claims (as defined in Section 101(4) of the Bankruptcy Code) in respect of
derivative products such as interest and foreign exchange rate contracts,
commodity contracts, swaps, options, caps, collars and similar arrangements; and
(vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person the payment of which the Company has guaranteed or is responsible
or liable, directly or indirectly, as obligor or otherwise. "Senior
Indebtedness" excludes (i) any obligations which, by their terms, are expressly
stated to rank pari passu in right of payment with, or to not be superior in
right of payment to, the Junior Subordinated Debentures, (ii) any indebtedness
of the Company which

                                      -16-

<PAGE>

when incurred and without respect to any election under Section 1111(b) of the
Bankruptcy Code was without recourse to the Company, (iii) any indebtedness of
the Company to any of its subsidiaries, (iv) indebtedness to any executive
officer or director of the Company, or (v) any indebtedness in respect of debt
securities issued to any trust, or a trustee of such trust, partnership or other
entity affiliated with the Company that is a financing entity of the Company in
connection with the issuance of such financing entity of securities that are
similar to the Capital Securities.

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

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

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

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

     "Tax Event" means the receipt by an Issuer Trust of an Opinion of Counsel
(as defined in the relevant Trust Agreement) experienced in such matters to the
effect that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official or administrative pronouncement or action or
judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is announced
on or after the date of issuance of the Capital Securities of such Issuer Trust
(including, without limitation, any of the foregoing arising with respect to, or
resulting from, any proposal, proceeding or other action commencing on or before
such date), there is more than an insubstantial risk that (i) such Issuer Trust
is, or will be within 90 days of the delivery of such Opinion of Counsel,
subject to United States Federal income tax with respect to income received or
accrued on the corresponding series of Securities issued by the Company to such
Issuer Trust, (ii) interest payable by the Company on such corresponding series
of Securities is not, or within 90 days of the delivery of such Opinion of
Counsel will not be, deductible by the Company, in whole or in part, for United
States Federal income tax purposes, or (iii) such Issuer Trust is, or will be
within 90

                                      -17-

<PAGE>

days of the delivery of such Opinion of Counsel, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

     "Trust Agreement" means, with respect to any Issuer Trust, the trust
agreement or other governing instrument of such Issuer Trust, as amended from
time to time.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as modified,
amended or supplemented from time to time.

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

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

     SECTION 1.2. Compliance Certificate and Opinions.

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

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

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

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

                                      -18-

<PAGE>

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

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

     SECTION 1.3. Forms of Documents Delivered to Trustee.

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

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

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

     SECTION 1.4. Acts of Holders.

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

                                      -19-

<PAGE>

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

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

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

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

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

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute

                                      -20-

<PAGE>

proceedings referred to in Section 5.7(3), or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date, provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect) and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

     With respect to any record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "Expiration Date"
                                                                ---------------
and from time to time may change the Expiration Date to any earlier or later
day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.6 on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

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

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

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

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

                                      -21-

<PAGE>

     (2) the Company by the Trustee, any Holder or any holder of Capital
Securities shall be sufficient for every purpose (except as otherwise provided
in Section 5.1) hereunder if in writing and mailed, first class, postage
prepaid, or delivered by a reputable, national overnight delivery service (such
as Federal Express or UPS) to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument or at any
other address previously furnished in writing to the Trustee by the Company.

     SECTION 1.6. Notice to Holders; Waiver.

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

     SECTION 1.7. Conflict with Trust Indenture Act.

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

     SECTION 1.8. Effect of Headings and Table of Contents.

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

     SECTION 1.9. Successors and Assigns.

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

     SECTION 1.10. Separability Clause.

                                      -22-

<PAGE>

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

     SECTION 1.11. Benefits of Indenture.

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

     SECTION 1.12. Governing Law.

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

     SECTION 1.13. Non-Business Days.

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

                                   ARTICLE II
                                 SECURITY FORMS

     SECTION 2.1. Forms Generally.

     The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable securities laws, tax laws, banking
laws, or the rules of any securities exchange or interdealer quotation system

                                      -23-

<PAGE>

or as may, consistently herewith, be determined by the officers executing such
securities, as evidenced by their execution of the Securities. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
3.3 with respect to the authentication and delivery of such Securities.

     The Trustee's certificates of authentication shall be substantially in the
form set forth in this Article.

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

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

     SECTION 2.2. Form of Face of Security. The Securities shall be generally in
the form of Exhibit A hereto.
            ---------

     SECTION 2.3. Additional Provisions Required in Global Security.

     Unless otherwise specified as contemplated by Section 3.1, any Global
Security issued hereunder shall, in addition to the provisions contained in
Sections 2.1 and 2.2, bear a legend in substantially the following form:

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

                                      -24-

<PAGE>

     NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
     DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
     INDENTURE.

     SECTION 2.4. Form of Trustee's Certificate of Authentication.

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

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

Dated:                          WILMINGTON TRUST COMPANY,
      --------------------           not in its individual capacity, but solely
                                     as Trustee


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

                                   ARTICLE III
                                 THE SECURITIES

     SECTION 3.1. Title and Terms.

     The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities as a series:

     (a) the title of the securities of such series, which shall distinguish the
Securities of the series from all other Securities;

     (b) the limit, if any, upon the aggregate principal amount of the
Securities of such series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any
Securities that, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder); provided, however, the authorized
aggregate principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

                                      -25-

<PAGE>

     (c) the Person to whom any interest on a Security of the series shall be
payable, if other than the Person in whose name that security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest;

     (d) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof, and
any dates on which or circumstances under which, the Company shall have the
right to extend or shorten such Stated Maturity or Maturities;

     (e) the rate or rates, if any, at which the Securities of such series shall
bear interest, if any, the rate or rates and extent to which Additional
Interest, if any, shall be payable with respect to any Securities of such
series, the date or dates from which any such interest or Additional Interest
shall accrue, the Interest Payment Dates on which such interest shall be
payable, the right, pursuant to Section 3.12 or as otherwise set forth therein,
of the Company to defer or extend an Interest Payment Date, and the Regular
Record Date for the interest payable on any Interest Payment Date, or the method
by which any of the foregoing shall be determined;

     (f) the place or places where the principal of (and premium, if any),
interest or Additional Interest on the Securities of such series shall be
payable, the place or places where the Securities of such series may be
presented for registration of transfer or exchange, any restrictions that may be
applicable to any such transfer or exchange in addition to or in lieu of those
set forth herein and the place or places where notices and demands to or upon
the Company in respect of the Securities of such series may be made;

     (g) the period or periods within or the date or dates on which, if any, the
price or prices at which and the terms and conditions upon which the Securities
of such series may be redeemed, in whole or in part, at the option of the
Company, and if other than by a Board Resolution, the manner in which any
election by the Company to redeem such Securities shall be evidenced;

     (h) the obligation or the right, if any, of the Company to redeem, repay or
purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions, or at the option of a Holder thereof, and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;

     (i) the denominations in which any Securities of such series shall be
issuable, if other than integral multiples of $1,000.00;

     (j) if other than Dollars, the currency or currencies (including any
currency unit or units) in which the principal of (and premium, if any) and
interest and Additional Interest, if any, on the Securities of the series shall
be payable, or in which the Securities of the series shall be denominated and
the manner of determining the equivalent thereof in Dollars for purposes of the
definition of Outstanding;

                                      -26-

<PAGE>

     (k) the additions, modifications or deletions, if any, in the Events of
Default or covenants of the Company set forth herein with respect to the
Securities of such series;

     (l) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

     (m) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

     (n) if applicable, that the Securities of the series, in whole or in any
specified part, shall be defeasible and, if other than by a Board Resolution,
the manner in which any election by the Company to defease such Securities shall
be evidenced;

     (o) the additions or changes, if any, to this Indenture with respect to the
Securities of such series as shall be necessary to permit or facilitate the
issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

     (p) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

     (q) if applicable, that any Securities of the series shall be issuable in
whole or in part in the form of one or more Global Securities and, in such case,
the respective Depositaries for such Global Securities, the form of any legend
or legends that shall be borne by any such Global Security in addition to or in
lieu of that set forth in Section 2.4 and any circumstances in addition to or in
lieu of those set forth in Section 3.5 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of
such Global Security in whole or in part may be registered, in the name or names
of Persons other than the Depositary for such Global Security or a nominee
thereof;

     (r) the appointment of any Paying Agent or agents for the Securities of
such series;

     (s) the terms of any right to convert or exchange Securities of such series
into any other securities or property of the Company, and the additions or
changes, if any, to this Indenture with respect to the Securities of such series
to permit or facilitate such conversion or exchange;

     (t) if such Securities are to be issued to an Issuer Trust, the form or
forms of the Trust Agreement and Guarantee relating thereto;

                                      -27-

<PAGE>

     (u) if other than as set forth herein, the relative degree, if any, to
which the Securities or the series shall be senior to or be subordinated to
other series of Securities in right of payment, whether such other series of
Securities are Outstanding or not;

     (v) any addition to or change in the Events of Default which applies to any
Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 5.2;

     (w) any addition to or change in the covenants set forth in Article X which
applies to Securities of the series; and

     (x) any other terms of the Securities of such series (which terms shall not
be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1(3)).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
such Officers' Certificate or in any indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

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

     SECTION 3.2. Denominations.

     The Securities of each series shall be in registered form without coupons
and shall be issuable in integral multiples of $1,000.00, unless otherwise
specified as contemplated by Section 3.1(i).

     SECTION 3.3. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board of Directors, its Vice Chairman of the Board of Directors, its
President, its Chief Executive Officer or one of its Vice Presidents, under its
corporate seal reproduced or impressed thereon and attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or

                                      -28-

<PAGE>

did not hold such offices at the date of such Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating,

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

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

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

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

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

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers or signatories, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.

                                      -29-

<PAGE>

Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.10, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

     SECTION 3.4. Temporary Securities.

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

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

     SECTION 3.5. Global Securities.

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

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

                                      -30-

<PAGE>

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

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

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

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

     SECTION 3.6. Registration, Transfer and Exchange Generally; Certain
     Transfers and Exchanges.

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

                                      -31-

<PAGE>

     Upon surrender for registration of transfer of any Security at the offices
or agencies of the Company designated for that purpose, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of any authorized denominations of like tenor and principal amount and
bearing such restrictive legends as may be required by this Indenture.

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

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

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

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

     Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (i) to issue, register the transfer of or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of selection for redemption of Securities of that series
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

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

          (i) Restricted Non-Global Security to Global Security. If the Holder
     of a Restricted Security (other than a Global Security) wishes at any time
     to transfer all or any portion of such Security to a Person who wishes to
     take delivery thereof in the form of a beneficial interest in a Global
     Security, such transfer may be effected only in accordance with the
     provisions of this clause (b)(i) and subject to the Applicable Procedures.
     Upon receipt by

                                      -32-

<PAGE>

     the Securities Registrar of (A) such Security as provided in Section 3.6(a)
     and instructions satisfactory to the Securities Registrar directing that a
     beneficial interest in the Global Security in a specified principal amount
     not greater than the principal amount of such Security be credited to a
     specified Agent Member's account and (B) a Restricted Securities
     Certificate duly executed by such Holder or such Holder's attorney duly
     authorized in writing, then the Securities Registrar shall cancel such
     Security (and issue a new Security in respect of any untransferred portion
     thereof) as provided in Section 3.10 and increase the aggregate principal
     amount of the Global Security by the specified principal amount as provided
     in Section 3.5(c).

          (ii) Non-Global Security to Non-Global Security. A Security that is
     not a Global Security may be transferred, in whole or in part, to a Person
     who takes delivery in the form of another Security that is not a Global
     Security as provided in Section 3.6(a), provided that if the Security to be
     transferred in whole or in part is a Restricted Security, the Securities
     Registrar shall have received a Restricted Securities Certificate duly
     executed by the transferor Holder or such Holder's attorney duly authorized
     in writing and the Securities Registrar shall only be required to register
     the transfer of such Restricted Securities Certificate upon direction from
     the Company that such transfer is permissible.

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

          (iv) Certain Initial Transfers of Non-Global Securities. In the case
     of Securities initially issued other than in global form, an initial
     transfer or exchange of such Securities that does not involve any change in
     beneficial ownership may be made to one or more accredited investors, as
     defined in Commission Rule 501, qualified institutional investors, as
     defined in Commission Rule 144A, or other investors pursuant to Commission
     Regulation S, as if such transfer or exchange were not an initial transfer
     or exchange; provided that written certification shall be provided by the
     transferee and transferor of such Securities to the Securities Registrar
     that such transfer or exchange does not involve a change in beneficial
     ownership.

          (v) Limitations Relating to Principal Amount. Notwithstanding any
     other provision of this Indenture and unless otherwise specified as
     permitted by Section 3.1; Securities or portions thereof may be transferred
     or exchanged only in principal amounts of not less than $1,000.00. To the
     fullest extent permitted by applicable law, any transfer, exchange or other
     disposition of Securities in contravention of this Section 3.6(b)(v) shall
     be deemed to be void and of no legal effect whatsoever, any such transferee
     shall be deemed not to be the Holder or owner of any beneficial interest in
     such Securities for any purpose, including but not limited to the receipt
     of interest payable on such Securities, and such transferee shall be deemed
     to have no interest whatsoever in such Securities and, the Securities
     Registrar shall not record any such transfer in the Securities Registrar.

                                      -33-

<PAGE>

     SECTION 3.7. Mutilated, Lost and Stolen Securities.

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

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

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

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

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

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

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

     Interest and Additional Interest on any Security of any series that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date, shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest in respect of Securities of such series, except
that, unless otherwise provided in the Securities of such series, interest
payable on the Stated Maturity of the

                                      -34-

<PAGE>

principal of a Security shall be paid to the Person to whom principal is paid.
The initial payment of interest on any Security of any series that is issued
between a Regular Record Date and the related Interest Payment Date shall be
payable as provided in such Security or in the Board Resolution pursuant to
Section 3.1 with respect to the related series of Securities.

     Any interest on any Security that is due and payable, but is not timely
paid or duly provided for, on any Interest Payment Date for Securities of such
series (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Securities of such series in
     respect of which interest is in default (or their respective Predecessor
     Securities) are registered at the close of business on a Special Record
     Date for the payment of such Defaulted Interest, which shall be fixed in
     the following manner. The Company shall notify the Trustee in writing of
     the amount of Defaulted Interest proposed to be paid on each Security and
     the date of the proposed payment, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the proposed payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted Interest as in this
     clause provided. Thereupon, the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest, which shall be not more than 15
     days and not less than 10 days prior to the date of the proposed payment
     and not less than 10 days after the receipt by the Trustee of the notice of
     the proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first class, postage
     prepaid, to each Holder of a Security of such series at the address of such
     Holder as it appears in the Securities Register not less than 10 days prior
     to such Special Record Date. The Trustee may, in its discretion, in the
     name and at the expense of the Company, cause a similar notice to be
     published at least once in a newspaper, customarily published in the
     English language on each Business Day and of general circulation in the
     Borough of Manhattan, The City of New York, New York, but such publication
     shall not be a condition precedent to the establishment of such Special
     Record Date. Notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor having been mailed as aforesaid, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Securities of such series (or their respective Predecessor Securities) are
     registered on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

               (2) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities of the series in respect of
     which interest is in default may be listed and, upon such notice as may be
     required by such exchange (or by the Trustee if the Securities are

                                      -35-

<PAGE>

     not listed), if, after notice given by the Company to the Trustee of the
     proposed payment pursuant to this clause (2), such payment shall be deemed
     practicable by the Trustee.

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

     SECTION 3.9. Persons Deemed Owners.

     The Company, the Trustee and any agent of the Company or the Trustee shall
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to
Section 3.8) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

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

     SECTION 3.10. Cancellation.

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

     SECTION 3.11. Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series, interest on the Securities of each series for any period shall be
computed on the basis of a 360-day year of twelve 30-day months and the actual
number of days elapsed in any period less than a full month in any period.
Interest on the Securities of each series for a full period shall be computed by

                                      -36-

<PAGE>

multiplying the rate per annum by a fraction, the numerator of which is the
number of months in such full period and the denominator of which is 12.

     SECTION 3.12. Deferrals of Interest Payment Dates.

     If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time during
the term of such series, from time to time to defer the payment of interest on
such Securities for such period or periods (each an "Extension Period") not to
                                                     ----------------
exceed the number of consecutive quarterly, semi-annual or other periods that
equal five years with respect to each Extension Period, during which Extension
Periods the Company shall, if so specified as contemplated by Section 3.1, have
the right to make no payments or partial payments of interest on any Interest
Payment Date. No Extension Period shall end on a date other than an Interest
Payment Date. At the end of any such Extension Period, the Company shall pay all
interest then accrued and unpaid on the Securities (together with Additional
Interest thereon, if any, at the rate specified for the Securities of such
series to the extent permitted by applicable law); provided, however, that no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Securities of such series; and provided further, however, that, during any such
Extension Period, the Company shall not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company's capital stock, or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company that rank pari passu in all respects with or
junior in interest to the Securities of such series (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit or incentive plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stock purchase plan or in connection with the issuance of capital stock of
the Company (or securities convertible into or exercisable for such capital
stock) as consideration in an acquisition transaction entered into prior to the
applicable Extension Period, (b) as a result of an exchange or conversion of any
class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (c) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any Rights Plan, or the
issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto, (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock or (f) payments by the Company under the Guarantee).
Prior to the termination of any such Extension Period, the Company may further
defer the payment of interest, provided that no Event of Default has occurred
and is continuing and provided further, that no Extension Period shall exceed
the period or periods specified in such Securities, extend beyond the Stated
Maturity of the principal of such Securities or end on a date other than an
Interest Payment Date. Upon the termination of any such Extension Period and
upon the payment of all accrued and unpaid interest and any Additional

                                      -37-

<PAGE>

Interest then due on any Interest Payment Date, the Company may elect to begin a
new Extension Period, subject to the above conditions. No interest or Additional
Interest shall be due and payable during an Extension Period, except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Additional Interest as and to
the extent specified by Section 3.1. The Company shall give the Holders of the
Securities of such series and the Trustee notice of its election to begin any
such Extension Period at least one Business Day prior to the next succeeding
Interest Payment Date on which interest on Securities of such series would be
payable but for such deferral or, with respect to any Securities of a series
issued to an Issuer Trust, so long as any such Securities are held by such
Issuer Trust, at least one Business Day prior to the earlier of (i) the next
succeeding date on which Distributions on the Capital Securities of such Issuer
Trust would be payable but for such deferral, and (ii) the record date for
determining the holders of such Capital Securities entitled to such
Distributions on the Capital Securities.

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

     SECTION 3.13. Right of Set-Off.

     With respect to the Securities of a series initially issued to an Issuer
Trust, notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any such Security to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee
relating to such Security or to a holder of Capital Securities pursuant to an
action undertaken under Section 5.8 of this Indenture.

     SECTION 3.14. Agreed Tax Treatment.

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

     SECTION 3.15. Shortening or Extension of Stated Maturity.

     As provided by Section 2.1 or Section 3.1 with respect to the Securities of
a particular series, the Company shall have the right to (i) shorten the Stated
Maturity of the principal of the Securities of such series at any time to any
date and (ii) extend the Stated Maturity of the principal of the Securities of
such series at any time at its election for one or more periods, provided that,
if the Company elects to exercise its right to extend the Stated Maturity of the
principal of the Securities of such series pursuant to clause (ii) above, at the
time such election is made and at the time of extension, such conditions as may
be specified in such Securities shall have been satisfied, and provided further,
that no such reduction or extension of the Stated Maturity shall be or cause a
Capital Treatment Event.

                                      -38-

<PAGE>

     SECTION 3.16. CUSIP Numbers.

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

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

     SECTION 4.1. Satisfaction and Discharge of Indenture.

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

          (1) either

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

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

                    (i) have become due and payable, or

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

                    (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company,

                                      -39-

<PAGE>

               and the Company, in the case of subclause (B)(i), (ii) or (iii)
               above, has deposited or caused to be deposited with the Trustee
               as trust funds in trust for such purpose an amount in the
               currency or currencies in which the Securities of such series are
               payable sufficient to pay and discharge the entire indebtedness
               on such Securities not theretofore delivered to the Trustee for
               cancellation, for the principal (and premium, if any) and
               interest (including Additional Interest, if any) to the date of
               such deposit (in the case of Securities that have become due and
               payable) or to the Stated Maturity or Redemption Date, as the
               case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
     obligations of the Company to the Trustee under Section 6.7, the
     obligations of the Trustee to any Authenticating Agent under Section 6.14
     and, if money shall have been deposited with the Trustee pursuant to
     subclause (B) of clause (1) of this Section, the obligations of the Trustee
     under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Notwithstanding the foregoing, in any case where the Securities are not due and
payable and have not been called for redemption, such Securities shall remain
recourse obligations of the Company.

     SECTION 4.2 Application of Trust Money.

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

                                    ARTICLE V
                                    REMEDIES

     SECTION 5.1. Events of Default.

     "Event of Default," wherever used herein with respect to the Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                                      -40-

<PAGE>

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

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity, upon redemption, by
     declaration of acceleration or otherwise; or

          (3) failure on the part of the Company duly to observe or perform in
     any material respect any other of the covenants or agreements on the part
     of the Company in the Securities of that series or in this Indenture for a
     period of 90 days after the date on which written notice of such failure,
     requiring the Company to remedy the same, shall have been received by the
     Company from (i) the Trustee by registered or certified mail or (ii)
     Holders of at least 25% in aggregate principal amount of the Outstanding
     Securities of that series; or

          (4) entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under the Bankruptcy Code, or any applicable federal or state
     bankruptcy, insolvency, reorganization or other similar law or (B) a decree
     or order adjudging the Company a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under any applicable federal
     or state law, at appointing a custodian, receiver, conservator, liquidator,
     assignee, trustee, sequestrator or other similar official of the Company or
     of substantially all of the property of the Company, or ordering the
     winding-up or liquidation of its affairs, and the continuance of any such
     decree of order for relief or any such other decree or order unstayed and
     in effect for a period of 60 consecutive days; or

          (5) (A) the commencement by the Company of a voluntary case or
     proceeding under the Bankruptcy Code, or any applicable federal or state
     bankruptcy, insolvency, reorganization or other similar law or of any other
     case or proceeding to be adjudicated a bankrupt or insolvent, or (B) the
     consent by the Company or the entry of a decree of order for relief in
     respect of itself in an involuntary case or proceeding under the Bankruptcy
     Code or any applicable federal or state bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against the Company, or (C) the
     filing by the Company of a petition or answer or consent seeking
     reorganization or relief under any applicable federal or state law or (D)
     the consent by the Company to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, conservator,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Company or of all or substantially all of the property of the Company,
     or (E) the making by the Company of an assignment for the benefit of
     creditors; or

          (6) any other Event of Default provided with respect to Securities of
     that series.

                                      -41-

<PAGE>

     SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
5.1(4) or 5.1(5)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then, and in every such case, the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that,
in the case of the Securities of a series issued to an Issuer Trust, if, upon an
Event of Default, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of such series fail to declare
the principal of all the Outstanding Securities of such series to be immediately
due and payable, the holders of at least 25% in aggregate Liquidation Amount of
the related series of Capital Securities issued by such Issuer Trust then
outstanding shall have the right to make such declaration by a notice in writing
to the Company and the Trustee; and upon any such declaration such principal
amount (or specified portion thereof) of and the accrued interest (including
Additional Interest, if any) on all the Securities of such series shall become
immediately due and payable. If an Event of Default specified in Sections 5.1(4)
or 5.1(5) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of such series (or, if the
Securities of such series are Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms of that series) shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable. Payment of principal
and interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII notwithstanding that such
amount shall become immediately due and payable as herein provided.

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

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

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

               (B) any accrued Additional Interest, if any, on all Securities of
          such series;

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

                                      -42-

<PAGE>

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

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

     In the case of Securities of a series initially issued to an Issuer Trust,
if the Holders of such Securities fail to annul such declaration and waive such
default, the holders of a majority in aggregate Liquidation Amount of the
related series of Capital Securities issued by such Issuer Trust then
outstanding shall also have the right to rescind and annul such declaration and
its consequences by written notice to the Company and the Trustee, subject to
the satisfaction of the conditions set forth in the immediately preceding
clauses (1) and (2) above of this section 5.2.

     No such rescission or waiver shall affect or apply to any subsequent
default or Event of Default or impair any right consequent thereon.

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

     The Company covenants that if:

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

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

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

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

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most

                                      -43-

<PAGE>

effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

     SECTION 5.4. Trustee May File Proofs of Claim.

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

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

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

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

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

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

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

                                      -44-

<PAGE>

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

     SECTION 5.6 Application of Money Collected.

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

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

     SECOND: Subject to Article XIII, to the payment of all amounts then due and
unpaid upon Securities of such series for principal (and premium, if any) and
interest (including Additional Interest, if any) 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 series of
Securities for principal (and premium, if any) and interest (including
Additional Interest, if any), respectively; and

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

     SECTION 5.7 Limitation on Suits.

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

          (1) An Event of Default with respect to Securities of any series has
     occurred and is continuing, and the Company has not paid or deposited with
     the Trustee all amounts then payable;

          (2) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (3) the Holders of not less than 25% in aggregate principal amount of
     the Outstanding Securities of that series shall have made written request
     to the Trustee to

                                      -45-

<PAGE>

     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

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

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

          (6) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     aggregate principal amount of the Outstanding Securities of that series;

     it being understood and intended that no one or more of such Holders shall
     have any right in any manner whatever by virtue of, or by availing itself
     of, any provision of this Indenture to affect, disturb or prejudice the
     rights of any other Holders of Securities, or to obtain or to seek to
     obtain priority or preference over any other of such Holders or to enforce
     any right under this Indenture, except in the manner herein provided and
     for the equal and ratable benefit of all such Holders.

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

     Notwithstanding any other provision in this Indenture, the Holder of any
Security of any series shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including Additional Interest, if
any) on such Security on the respective Stated Maturities expressed in such
Security (or in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder. In the case of Securities of a
series issued to an Issuer Trust, any registered holder of Capital Securities
issued by such Issuer Trust shall, to the fullest extent permitted by applicable
law, have the right, upon the occurrence of an Event of Default described in
Sections 5.1(1) or 5.1(2) and subject to the same terms and conditions as
provided in Section 5.7 above, provided the term "Holder" used therein shall be
changed for purposes of this sentence to "holder of Capital Securities" to
institute a suit directly against the Company for enforcement of payment to such
holder of principal of (premium, if any) and (subject to Sections 3.8 and 3.12)
interest (including Additional Interest, if any) on the Securities having a
principal amount equal to the aggregate Liquidation Amount of such Capital
Securities held by such holder.

     SECTION 5.9. Restoration of Rights and Remedies.

     If the Trustee, any Holder or any holder of Capital Securities issued by
any Issuer Trust has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee, such Holder or such
holder of Capital Securities, then, and in every such case, the Company, the
Trustee,

                                      -46-

<PAGE>

such Holders and such holder of Capital Securities shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee, such Holder and such holder of Capital Securities shall continue as
though no such proceeding had been instituted.

     SECTION 5.10. Rights and Remedies Cumulative.

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

     SECTION 5.11. Delay or Omission Not Waiver.

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

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

     SECTION 5.12. Control by Holders.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that:

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

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

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

                                      -47-

<PAGE>

     SECTION 5.13. Waiver of Past Defaults.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series affected thereby and, in the case of
any Securities of a series initially issued to an Issuer Trust, the holders of a
majority in aggregate Liquidation Amount of the Capital Securities issued by
such Issuer Trust may waive any past default hereunder and its consequences with
respect to such series, except a default:

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

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

     Any such waiver shall be deemed to be on behalf of the Holders of all the
Securities of such series, or in the case of any Securities of a series
initially issued to an Issuer Trust, shall be deemed to be a waiver by holders
of Capital Securities issued by such Issuer Trust, by all holders of Capital
Securities issued by such Issuer Trust.

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

     SECTION 5.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may, in its
discretion, require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may, in its
discretion, assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (and premium, if any) or interest
(including Additional Interest, if any) on any Security on or after the
respective Stated Maturities expressed in such Security, or in the case of any
redemption, on or after the Redemption Date for the enforcement of the payment
of the

                                      -48-

<PAGE>

Redemption Price or the right to exchange such Securities for Capital
Securities, as provided herein or in the related Trust Agreement.

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

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

                                   ARTICLE VI
                                   THE TRUSTEE

     SECTION 6.1. Certain Duties and Responsibilities.

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

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

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

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

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

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

                                      -49-

<PAGE>

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

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of Holders pursuant to Section 5.12 relating to the time, method and place
     of conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Indenture with respect to the Securities of a series.

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

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

     SECTION 6.2. Notice of Defaults.

     Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default, unless such default shall have been cured or
waived; provided, however, except in the case of a default in the payment of the
principal of (and premium, if any) or interest (including Additional Interest,
if any) on any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of Securities of such series; and provided further, in
the case of any default of the character specified in Section 5.1(3), no such
notice to Holders of Securities of such series shall be given until at least 30
days after the occurrence thereof. For the purpose of this Section, the term
"default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

     SECTION 6.3. Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent,

                                      -50-

<PAGE>

order, bond, debenture, Security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

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

     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

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

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction;

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

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

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

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

     SECTION 6.5. May Hold Securities.

                                      -51-

<PAGE>

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

     SECTION 6.6. Money Held in Trust.

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

     SECTION 6.7. Compensation and Reimbursement.

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

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

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

                                      -52-

<PAGE>

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

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) or 5.1(5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Code.

     SECTION 6.8. Disqualification; Conflicting Interests.

     The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of said Section 310(b). To the
extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to
have a conflicting interest with respect to Securities of any series by virtue
of being a trustee under this Indenture with respect to any other series
hereunder. The Trust Agreement and the Guarantee Agreement shall be deemed to be
specifically described in this Indenture for purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

     SECTION 6.9. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be:

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

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

in either case having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by Federal or state authority. If such
entity publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then, for
the purposes of this Section, the combined capital and surplus of such entity
shall be deemed

                                      -53-

<PAGE>

to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. Neither
the Company nor any Person directly or indirectly controlling, controlled by or
under common control with the Company shall serve as Trustee for the Securities
of any series issued hereunder.

     SECTION 6.10. Resignation and Removal; Appointment of Successor.

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

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

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

     (d) If at any time:

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

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

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver, conservator, liquidator or similar
     official of the Trustee or of its property shall be appointed or any public
     officer shall take charge or control of the Trustee or of its property or
     affairs for the purpose of rehabilitation, receivership, conservation,
     winding up or liquidation;

then, in any such case, (i) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to the Securities of all
series issued hereunder, or (ii) subject to Section 5.14, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
such Holder and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to the Securities of
all series issued hereunder and the appointment of a successor Trustee or
Trustees.

                                      -54-

<PAGE>

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

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

     SECTION 6.11. Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor 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) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as

                                      -55-

<PAGE>

shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees or co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each removal of the retiring Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts, and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

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

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

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

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

     SECTION 6.13. Preferential Collection of Claims Against Company.

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

                                      -56-

<PAGE>

regarding the collection of claims against the Company (or any such other
obligor) only if the Trust Agreement is subject to the Trust Indenture Act.

     SECTION 6.14. Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities, which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be an entity organized and doing business under
the laws of the United States of America, or of any state or territory thereof
or of the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000.00 and subject to supervision or examination by Federal or state
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

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

                                      -57-

<PAGE>

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

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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

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


                                    By:
                                        ----------------------------------------
                                        As Authenticating Agent for the Trustee


                                    By:
                                        ----------------------------------------
                                        Name of Authorized Officer:
                                        Title:

                                   ARTICLE VII
                      HOLDER LISTS AND REPORTS BY TRUSTEE,
                            PAYING AGENT AND COMPANY

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

     The Company will furnish or cause to be furnished to the Trustee with
respect to Securities of each series for which it acts as Trustee hereunder:

     (a) quarterly, not more than 15 days after each regular record date for
each Interest Payment Date in each year, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of each such
record date; and

     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished; provided, however, no such list need be furnished, if and so long
as the Trustee is the Securities Registrar.

                                      -58-

<PAGE>

     SECTION 7.2. Preservation of Information; Communications to Holders.

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

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

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

     SECTION 7.3. Reports by Trustee and Paying Agent.

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

     (b) Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than January 31 in each calendar
year, commencing with the first January 31 after the first issuance of
Securities under this Indenture.

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

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

     SECTION 7.4. Reports by Company.

     The Company shall file or cause to be filed with the Trustee and with the
Commission, if and to the extent then required by the Commission's rules and
regulations, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided in the Trust Indenture
Act, if this Indenture is then qualified under and subject to the Trust
Indenture Act. In the case of information,

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<PAGE>

documents or reports required to be filed with the Commission pursuant to
Section 13(a) or Section 15(d) of the Exchange Act, the Company shall file or
cause the filing of such information documents or reports with the Trustee
within 15 days after the same are required to be filed with the Commission.
Annually, by March 31 of each year, the Company will file with the Trustee a
certificate of compliance with all conditions and covenants applicable to the
Company hereunder.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

     The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

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

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

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

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<PAGE>

     The Trustee, subject to Section 6.1, may rely upon such Officers'
     Certificates and Opinions of Counsel as conclusive evidence that such
     transaction complies with this Section 8.1.

     SECTION 8.2. Successor Company Substituted.

     Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1, the successor entity formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein; and in the event of any conveyance,
transfer or lease of the Company's properties and assets substantially as an
entirety and not as part of a merger or consolidation, the Company shall be
discharged from all obligations and covenants under the Indenture and the
Securities.

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

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

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

     SECTION 9.1. Supplemental Indentures Without Consent of Holders.

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

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

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<PAGE>

          (2) to convey, transfer, assign, mortgage or pledge any property to or
     with the Trustee, or to surrender any right or power herein conferred upon
     the Company; or

          (3) to establish the form or terms of Securities of any series as
     permitted by Sections 2.1 or 3.1; or

          (4) to facilitate the issuance of Securities of any series in
     certificated or other definitive form; or

          (5) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of the series
     specified), or to surrender any right or power herein conferred upon the
     Company; or

          (6) to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such additional Events
     of Defaults are to be for the benefit of less than all series of
     Securities, stating that such additional Events of Default are expressly
     being included solely for the benefit of the series specified); or

          (7) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall (a) become effective
     only when there is no Security Outstanding of any series created prior to
     the execution of such supplemental indenture that is entitled to the
     benefit of such provision or (b) not apply to any Outstanding Securities;
     or

          (8) to cure any ambiguity, to correct or supplement any provision
     herein that may be defective or inconsistent with any other provision
     herein or in any Trust Agreement establishing an Issuer Trust to which
     Securities have been or are to be issued, or to make any other provisions
     with respect to matters or questions arising under this Indenture, provided
     that such action pursuant to this clause (8) shall not adversely affect the
     (i) interests of the Holders of Securities of any series in any material
     respect or, (ii) in the case of the Securities of a series issued to an
     Issuer Trust and for so long as any of the corresponding series of Capital
     Securities issued by such Issuer Trust shall remain outstanding, the
     interests of holders of such Capital Securities; or

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

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

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<PAGE>

     SECTION 9.2. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security of each series affected thereby,

          (1) change the Stated Maturity of the principal of, or any installment
     of interest (including any Additional Interest) on, any Security, or reduce
     the principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of principal of a
     Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 5.2, change any
     obligation of the Company to pay Additional Sums pursuant to Section 10.6
     hereof (except as contemplated by Section 8.1 and permitted by Section
     9.1(1)), or change the place of payment where, or the coin or currency in
     which, any Security or interest thereon or any other sum is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), or

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

          (3) modify any of the provisions of this Section, Section 5.13 or
     Section 10.5, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Security affected thereby;

     provided, further, that, in the case of the Securities of a series issued
     to an Issuer Trust, so long as any of the corresponding series of Capital
     Securities issued by such Issuer Trust remains outstanding, (i) no such
     amendment shall be made that adversely affects the holders of such Capital
     Securities in any material respect, and no termination of this Indenture
     shall occur, and no waiver of any Event of Default or compliance with any
     covenant under this Indenture shall be effective, without the prior consent
     of the holders of at least a majority of the aggregate Liquidation Amount
     of such Capital Securities then outstanding, unless and until the principal
     of (and premium, if any, on) the Securities of such series and all accrued
     and (subject to Section 3.8) unpaid interest (including Additional
     Interest, if any) thereon have been paid in full, and (ii) no amendment
     shall be made to Section 5.8 of this Indenture that

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<PAGE>

     would impair the rights of the holders of Capital Securities issued by an
     Issuer Trust provided therein without the prior consent of the holders of
     each such Capital Security then outstanding unless and until the principal
     of (and premium, if any, on) the Securities of such series and all accrued
     and (subject to Section 3.8) unpaid interest (including Additional
     Interest, if any) thereon have been paid in full.

     A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities or any corresponding
series of Capital Securities of an Issuer Trust that holds the Securities of any
series, or that modifies the rights of the Holders of Securities of such series
or the holders of such Capital Securities of such corresponding series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Securities of any other series or
the holders of Capital Securities of any other such corresponding series.

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

     SECTION 9.3. Execution of Supplemental Indentures.

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

     SECTION 9.4. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

     SECTION 9.5. Conformity with Trust Indenture Act.

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

     SECTION 9.6. Reference in Securities to Supplemental Indentures.

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<PAGE>

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

                                    ARTICLE X
                                    COVENANTS

     SECTION 10.1. Payment of Principal, Premium and Interest.

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

     SECTION 10.2. Maintenance of Office or Agency.

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

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

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

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest (including Additional Interest,
if any) on any of the Securities of such series, segregate and hold in

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<PAGE>

trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest (including Additional Interest)
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
failure so to act.

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

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

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

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

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

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

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

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

                                      -66-

<PAGE>

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

     SECTION 10.4. Statement as to Compliance.

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

     SECTION 10.5. Waiver of Certain Covenants.

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

     SECTION 10.6. Additional Sums.

     In the case of the Securities of a series initially issued to an Issuer
Trust, so long as no Event of Default has occurred and is continuing and except
as otherwise specified as contemplated by Section 2.1 or Section 3.1, if (i) an
Issuer Trust is the Holder of all of the Outstanding Securities of such series,
and (ii) a Tax Event has occurred and is continuing in respect of such Issuer
Trust, the Company shall pay to such Issuer Trust (and its permitted successors
or assigns under the related Trust Agreement) for so long as such Issuer Trust
(or its permitted successors or assigns) is the

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<PAGE>

registered holder of the Outstanding Securities of such series, such additional
sums as may be necessary in order that the amount of Distributions (including
any Additional Amounts (as defined in such Trust Agreement)) then due and
payable by such Issuer Trust on its Capital Securities and Common Securities
that at any time remain outstanding in accordance with the terms thereof shall
not be reduced as a result of such Additional Taxes (the "Additional Sums").
                                                          ---------------
Whenever in this Indenture or the Securities there is a reference in any context
to the payment of principal of or interest on the Securities, such mention shall
be deemed to include mention of the payments of the Additional Sums provided for
in this paragraph to the extent that, in such context, Additional Sums are, were
or would be payable in respect thereof pursuant to the provisions of this
paragraph and express mention of the payment of Additional Sums (if applicable)
in any provisions hereof shall not be construed as excluding Additional Sums in
those provisions hereof where such express mention is not made; provided,
however, that the deferral of the payment of interest pursuant to Section 3.12
on the Securities shall not defer the payment of any Additional Sums that may be
due and payable.

     SECTION 10.7. Additional Covenants.

     The Company covenants and agrees with each Holder of Securities of each
series that it shall not (x) declare or pay any dividends or distributions on,
or redeem, purchase, acquire or make a liquidation payment with respect to, any
shares of the Company's capital stock, or (y) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in
interest to the Securities of such series (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit, or incentive plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stock purchase plan or in connection with the issuance of capital stock of
the Company (or securities convertible into or exercisable for such capital
stock) as consideration in an acquisition transaction entered into prior to the
applicable Extension Period or other event referred to below, (b) as a result of
an exchange or conversion of any class or series of the Company's capital stock
(or any capital stock of a Subsidiary of the Company) for any class or series of
the Company's capital stock or of any class or series of the Company's
indebtedness for any class or series of the Company's capital stock, (c) the
purchase of fractional interests in shares of the Company's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (d) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock), if at
such time (i) there shall have occurred any event (A) of which the Company has
actual knowledge that with the giving of notice or the lapse of time, or both,
would constitute an Event of Default under Sections 5.1(1), (2), (4) or (5) with
respect to the Securities of such series, and (B) which the Company shall not
have taken reasonable steps to cure, (ii) if the Securities of such series are
held by an Issuer Trust, the Company shall be in default with respect to its
payment of any obligations under the Guarantee relating to the Capital
Securities issued by such Issuer Trust, or (iii) the Company shall have given
notice of its election to begin an

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Extension Period with respect to the Securities of such series as provided
herein and shall not have rescinded such notice, or such Extension Period or any
extension thereof shall be continuing.

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

     SECTION 10.8. Furnishing Annual Information.

     On or before December 15 of each year during which any Securities are
outstanding, the Company shall furnish to each Paying Agent such information as
may be reasonably requested by each Paying Agent in order that each Paying Agent
may prepare the information which it is required to report for such year on
Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the
Internal Revenue Code of 1986, as amended. Such information shall include the
amount of any original issue discount includable in income for each authorized
minimum denomination of principal amount at Stated Maturity of outstanding
Securities during such year.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

     SECTION 11.1. Applicability of This Article.

     Redemption of Securities of any series as permitted or required by the
terms of any form of Security issued pursuant to this Indenture shall be made in
accordance with the terms of such form of Security and this Article; provided,
however, if any provision of any such form of Security shall conflict with any
provision of this Article, the provision of such form of Security shall govern.
Any redemption of any Security prior to its Stated Maturity shall also be
subject to prior notice, and approval of (or notice of intent not to disapprove)
the redemption, if then required by the capital adequacy rules or otherwise by
the Federal Reserve applicable to the Company at that time.

     SECTION 11.2. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company, the Company shall, not less than 30 nor more than 60 days prior to
the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee and, in the case of Securities of a series held by
an

                                      -69-

<PAGE>

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

     SECTION 11.3. Selection of Securities to be Redeemed.

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

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

     SECTION 11.4. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than 30 days, and not earlier than 60 days, prior to the
Redemption Date, to each Holder of Securities to be redeemed, at the address of
such Holder as it appears in the Securities Register.

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

     (a) the Redemption Date;

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

                                      -70-

<PAGE>

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

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

     (e) the Place or Places of Payment where such Securities are to be
surrendered for payment of the Redemption Price;

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

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

     (h) the CUSIP number, if any.

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

     SECTION 11.5. Deposit of Redemption Price.

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

     SECTION 11.6. Payment of Securities Called for Redemption.

     If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of Securities with respect to which such notice has been
given shall become due and payable on the date and at each Place of Payment
stated in such notice at the applicable Redemption Price, together with accrued
interest (including Additional Interest, if any) to the Redemption Date. On
presentation and surrender of such Securities duly endorsed or accompanied by
written instruments of transfer executed by the Holder or its duly authorized
attorney, in form satisfactory to the Company, the Trustee and the Securities
Registrar, at a Place of Payment in said notice specified, the said

                                      -71-

<PAGE>

Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable Redemption Price, together with accrued interest
(including Additional Interest, if any) to the Redemption Date; provided,
however, unless otherwise specified as contemplated by Section 3.1, installments
of interest (including Additional Interest) whose Stated Maturity is on or prior
to the Redemption Date will be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant record dates according to their terms and the provisions of Section
3.8.

     Upon presentation of any Security redeemed in part only, duly endorsed or
accompanied by written instrument of transfer executed by the Holder or its duly
authorized attorney, in form satisfactory to the Company, the Trustee and the
Securities Registrar, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new Security or Securities of the same series, of authorized denominations, in
an aggregate principal amount equal to the unredeemed portion of the Security so
presented and having the same Original Issue Date, Stated Maturity and terms.

     Unless the Company fails to deposit or pay the Redemption Price, together
with accrued interest (including Additional Interest, if any), upon the
Redemption Date the Securities to be redeemed shall no longer be Outstanding and
no interest (including Additional Interest, if any) shall accrue thereon, and
upon receipt of any certification representing the redeemed Securities shall be
cancelled as provided in Section 3.10. If any Security called for redemption
shall not be so paid under surrender thereof for redemption, the principal of
and premium, if any, on such Security shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

     SECTION 11.7. Right of Redemption of Securities Initially Issued to an
     Issuer Trust.

     In the case of the Securities of a series initially issued to an Issuer
Trust, except as otherwise specified by Section 3.1, the Company, at its option,
may redeem such Securities (i) on or after the date specified in such Security,
in whole at any time or in part from time to time, or (ii) upon the occurrence
and during the continuation of a Tax Event, an Investment Company Event or a
Capital Treatment Event, at any time within 90 days following the occurrence and
during the continuation of such Tax Event, Investment Company Event or Capital
Treatment Event, in whole (but not in part), in each case at a Redemption Price
specified in such Security, together with accrued interest (including Additional
Interest, if any) to the Redemption Date.

     If less than all the Securities of any such series are to be redeemed, the
aggregate principal amount of such Securities remaining Outstanding after giving
effect to such redemption shall be sufficient to satisfy any provisions of the
Trust Agreement related to the Issuer Trust to which such Securities were
issued, including any requirement in such Trust Agreement as to the minimum
Liquidation Amount (as defined in such Trust Agreement), if any, of Capital
Securities that may be held by a holder under such Trust Agreement.

                                      -72-

<PAGE>

                                   ARTICLE XII
                                  SINKING FUNDS

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

                                  ARTICLE XIII
                           SUBORDINATION OF SECURITIES

     SECTION 13.1. Securities Subordinate to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including Additional Interest, if any) on
each and all of the Securities of each and every series are hereby expressly
made subordinate and junior to and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and the Securities of each and every
series issued initially to an Issuer Trust shall be pari passu with all other
Securities issued initially hereunder to Issuer Trusts.

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

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

     In the event of (i) any insolvency, bankruptcy, receivership,
conservatorship, liquidation, reorganization, readjustment, composition or other
similar proceeding relating to the Company, its creditors or its property, (ii)
any proceeding for the liquidation, dissolution or other winding-up of the
Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (iii) any assignment by the Company for the benefit of
creditors or (iv) any other marshalling of the assets of the Company (each such
event, if any, herein sometimes referred to as a "Proceeding"), all Senior
                                                  ----------
Indebtedness (including any interest thereon accruing after the commencement of
any such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to
any Holder of any of the Securities on account thereof. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Company or any other entity provided for by a plan of
reorganization or readjustment, the payment of

                                      -73-

<PAGE>

which is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for these subordination provisions) be
payable or deliverable in respect of the Securities of any series shall be paid
or delivered directly to the holders of Senior Indebtedness in accordance with
the priorities then existing among such holders until all Senior Indebtedness
(including any interest thereon accruing after the commencement of any
Proceeding) shall have been paid in full.

     In the event of any Proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness, the Holders of the Securities, together
with the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
(and premium, if any) and interest (including Additional Interest, if any) on
the Securities and such other obligations before any payment or other
distribution, whether in cash, property or otherwise, shall be made on account
of any capital stock or any obligations of the Company ranking junior to the
Securities and such other obligations.

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

     No present or future holder of any Senior Indebtedness shall be prejudiced
in the right to enforce subordination of the indebtedness evidenced by the
Securities by any act or failure to act on the part of the Company. Nothing
contained herein shall impair, as between the Company and the Holders of
Securities of each series, the obligation of the Company to pay to such Holders
the principal of (and premium, if any) and interest (including Additional
Interest) on such Securities or prevent the Trustee or the Holder (or to the
extent expressly provided herein, the holder of any Capital Securities) from
exercising all rights, powers and remedies otherwise permitted by applicable law
or hereunder upon a default or Event of Default hereunder, all subject to the
rights of the holders of the Senior Indebtedness to receive cash, securities or
other property otherwise payable or deliverable to the Holders.

                                      -74-

<PAGE>

     Senior Indebtedness shall not be deemed to have been paid in full unless
the holders thereof shall have received cash, securities or other property equal
to the amount of such Senior Indebtedness then outstanding.

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

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

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

     SECTION 13.3. Payment Permitted If No Default.

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

     SECTION 13.4. Subrogation to Rights of Holders of Senior Indebtedness; Etc.

     Upon and following the payment in full of all amounts due or to become due
on all Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to all rights of
the holders of such Senior Indebtedness (equally and ratably with the holders of
all indebtedness of the Company that by its express terms is subordinated to
Senior Indebtedness of the Company to substantially the same extent as the
Securities are subordinated to the Senior Indebtedness and is entitled to like
rights of subrogation by reason of any payments or distributions made to holders
of such Senior Indebtedness) to receive any further payments and distributions
of cash, property and securities applicable to the Senior Indebtedness until the
principal of (and premium if any) and interest (including Additional Interest)
on the Securities shall be paid in full. Subject to the payment in full of all
Senior Indebtedness, the Holders of Securities of each series, shall be
subrogated

                                      -75-

<PAGE>

to all rights of any holders of Senior Indebtedness to receive any further
payments or distributions applicable to the Senior Indebtedness until the
indebtedness evidenced by the Securities of such series, if any, shall have been
paid in full. Any such payments or distributions received by such Holders, by
reason of such subrogation, of cash, securities or other property which
otherwise would be paid or distributed to the holders of Senior Indebtedness
shall, as between the Company and its creditors other than the holders of Senior
Indebtedness, on the one hand, and such Holders, on the other hand, be deemed to
be a payment by the Company on account of Senior Indebtedness, and not on
account of the Securities of such series. No payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be a
payment or distribution by the Company to or on account of the Senior
Indebtedness.

     SECTION 13.5. Provisions Solely to Define Relative Rights.

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

     SECTION 13.6. Trustee to Effectuate Subordination.

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

     SECTION 13.7. No Waiver of Subordination Provisions.

     No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any

                                      -76-

<PAGE>

noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof that any such holder may have or
be otherwise charged with.

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

     SECTION 13.8. Notice to Trustee.

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

     Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
or herself to be a holder of Senior Indebtedness (or a trustee or
attorney-in-fact therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee or attorney-in-fact therefor). The
Trustee shall immediately notify the Company by telephone of the receipt of any
such notice. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person

                                      -77-

<PAGE>

under this Article, and if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

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

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

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

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

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

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

     SECTION 13.12. Article Applicable to Paying Agents.

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

     SECTION 13.13. Certain Conversions or Exchanges Deemed Payment.

     For purposes of this Article only, (a) the issuance and delivery of junior
securities upon conversion or exchange of Securities of any series shall not be
deemed to constitute a payment or

                                      -78-

<PAGE>

distribution on account of the principal of (or premium, if any, on) or interest
(including any Additional Interest) on such Securities or on account of the
purchase or other acquisition of such Securities, and (b) the payment, issuance
or delivery of cash, property or securities (other than junior securities) upon
conversion or exchange of a Security of any series shall be deemed to constitute
payment on account of the principal of such security. For the purposes of this
Section, the term "junior securities" means (i) shares of capital stock of any
class of the Company, and (ii) securities of the Company that are subordinated
in right of payment to all Senior Indebtedness that may be outstanding at the
time of issuance or delivery of such securities to substantially the same extent
as, or to a greater extent than, the Securities are so subordinated as provided
in this Article.

                                     * * * *

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

                                      -79-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

ATTEST:                        CCF HOLDING COMPANY


                               By: /s/ Leonard A. Moreland
                                  ----------------------------------------------
                               Name:  Leonard A. Moreland
                               Title: Executive Vice President

/s/ Charles S. Tucker
-----------------------
Charles S. Tucker
Secretary


       [CORPORATE SEAL]

                               WILMINGTON TRUST COMPANY,
                                  as Trustee, and not in its individual capacity


                               By: /s/ Patricia A. Evans
                                  ----------------------------------------------
                               Name:  Patricia A. Evans
                               Title: Senior Financial Services Officer

                                      -80-

<PAGE>

                                    EXHIBIT A
                                    ---------

                      FORM OF JUNIOR SUBORDINATED DEBENTURE

                                      -81-

<PAGE>

                                    EXHIBIT B
                                    ---------

                        RESTRICTED SECURITIES CERTIFICATE

                    (For transfers pursuant to Section 3.6(b)
                                of the Indenture)

Wilmington Trust Company,
as Security Registrar
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

          Re:  Floating Rate Junior Subordinated Debentures ("Junior
                                                              ------
               Subordinated Debentures") of CCF Holding Company (the "Company")
               -----------------------                                -------

          Reference is made to the Junior Subordinated Indenture, dated as
February 1, 2002 (the "Indenture"), among the Company and Wilmington Trust
                       ---------
Company, as Trustee (as defined therein). Terms used herein and defined in the
Junior Subordinated Indenture or in Regulation D, Rule 144A or Rule 144 under
the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
                                      --------------
defined.

          This certificate relates to $           aggregate Liquidation Amount
                                       ----------
of Junior Subordinated Debentures, which are evidenced by the following
certificate(s) (the "Specified Securities"):

          CUSIP No(s).
                       -------------------------

          CERTIFICATE No(s).
                             -------------------

          CURRENTLY IN BOOK-ENTRY FORM:    Yes     No (check one)
                                        ---    ----

The person in whose name this certificate is executed below (the "Undersigned")
                                                                  -----------
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Clearing Agency or a Clearing Agency Participant in the name of the
Undersigned, as or on behalf of the Owner. If the Specified Securities

                                      -82-

<PAGE>

are not represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

          The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
                  ----------
Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A, Rule 904 or Rule 144 under the Securities Act or
other exemption from registration under the Securities Act, and all applicable
securities laws of the states of the United States and other jurisdictions.
Accordingly, the Owner hereby further certifies as follows:

     1. Rule 144A Transfers. If the transfer is being effected in accordance
with Rule 144A:

          (A) the Specified Securities are being transferred to a person that
the Owner and any person acting on its behalf reasonably believe is a "qualified
institutional buyer" within the meaning of Rule 144A, acquiring for its own
account or for the account of a qualified institutional buyer; and

          (B) the Owner and any person acting on its behalf have taken
reasonable steps to ensure that the Transferee is aware that the Owner may be
relying on Rule 144A in connection with the transfer; and

     2. Rule 904 Transfers. If the transfer is being effected in accordance with
Rule 904:

          (A) the Owner is not a distributor of the Securities, an affiliate of
the Company or the Issuer Trust or any such distributor or a person acting on
behalf of any of the foregoing;

          (B) the offer of the Specified Securities was not made to a person in
the United States;

          (C) either:

               (i)  at the time the buy order was originated, the Transferee was
                    outside the United States or the Owner and any person acting
                    on its behalf reasonably believed that the Transferee was
                    outside the United States, or

               (ii) the transaction is being executed in, on or through the
                    facilities of the Eurobond market, as regulated by the
                    Association of International Bond Dealers, or another
                    designated offshore securities market and neither the Owner
                    nor any person acting on its behalf knows that the
                    transaction has been prearranged with a buyer in the United
                    States;

                                      -83-

<PAGE>

          (D) no directed selling efforts within the meaning of Rule 902 of
Regulation S have been made in the United States by or on behalf of the Owner or
any affiliate thereof; and

          (E) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

     3. Rule 144 Transfers. If the transfer is being effected pursuant to Rule
144:

          (A) the transfer is occurring after a holding period of at least one
year (computed in accordance with paragraph (d) of Rule 144 or such shorter time
as may be provided therein) has elapsed since the date the Specified Securities
were acquired from the Company or the Issuer Trust or from an affiliate (as such
term is defined in Rule 144) of the Company or the Issuer Trust, with the full
amount of the purchase price paid at the date of purchase, whichever is later,
and is being effected in accordance with the applicable amount, manner of sale
and notice requirements of paragraphs (c), (e), (f) and (h) of Rule 144; or

          (B) the transfer is occurring after a holding period of at least two
years (or such shorter time as may be provided in Rule 144(k) has elapsed since
the date the Specified Securities were acquired from the Company or the Issuer
Trust or from an affiliate (as such term is defined in Rule 144) of the Company
or the Issuer Trust, with the full amount of the purchase price paid at the date
of purchase, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company or the Issuer Trust.

     4. Other Transfers. If the Owner seeks to make a transfer in reliance of
any other exemption under the Securities Act, it shall attach hereto a letter
stating the exemption relied upon and the facts under which such exemption is
available for the requested transfer, and shall attach an opinion of counsel
satisfactory to the Company stating that such exemption is available and is
being properly used.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company, the Issuer Trust and the Holders.

Dated:
      ---------------   --------------------------------------------------------
                        (Print the name of the Undersigned, as such term is
                        defined in the second paragraph of this certificate.)


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

                        (If the Undersigned is a corporation, partnership,
                        fiduciary or entity, the correct name of the entity, and
                        the name and title of the person signing on behalf of
                        the Undersigned must be stated.)

                                      -84-