UNION NATIONAL FINANCIAL CORPORATION

                           as Issuer


                           INDENTURE



                   Dated as of October 14, 2004

                     WILMINGTON TRUST COMPANY

                             as Trustee


FIXED/FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2034

<PAGE>

                        TABLE OF CONTENTS

ARTICLE I   DEFINITIONS.......................................1

     Section 1.01 Definitions.................................1

ARTICLE II DEBT SECURITIES....................................9

     Section 2.01 Authentication and Dating...................9
     Section 2.02 Form of Trustee's Certificate of
                  Authentication.............................10
     Section 2.03 Form and Denomination of Debt Securities...10
     Section 2.04 Execution of Debt Securities...............10
     Section 2.05 Exchange and Registration of
                  Transfer of Debt Securities................11
     Section 2.06 Mutilated, Destroyed, Lost or
                  Stolen Debt Securities.....................14
     Section 2.07 Temporary Debt Securities..................15
     Section 2.08 Payment of Interest........................15
     Section 2.09 Cancellation of Debt Securities Paid.......16
     Section 2.10 Computation of Interest....................17
     Section 2.11 Extension of Interest Payment Period.......18
     Section 2.12 CUSIP Numbers..............................19

ARTICLE III PARTICULAR COVENANTS OF THE COMPANY .............19

     Section 3.01 Payment of Principal, Premium and
                  Interest; Agreed Treatment of the Debt
         Securities.................................19
     Section 3.02 Offices for Notices and Payments, etc......20
     Section 3.03 Appointments to Fill Vacancies in
                  Trustee's Office...........................21
     Section 3.04 Provision as to Paying Agent...............21
     Section 3.05 Certificate to Trustee.....................22
     Section 3.06 Additional Amounts. .......................22
     Section 3.07 Compliance with Consolidation
                  Provisions.................................23
     Section 3.08 Limitation on Dividends....................23
     Section 3.09 Covenants as to the Trust..................23

ARTICLE IV LISTS ............................................24

     Section 4.01 Securityholders' Lists.....................24
     Section 4.02 Preservation and Disclosure of Lists.......24
     Section 4.03 Financial and Other Information............25

ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS........26

     Section 5.01 Events of Default..........................26
     Section 5.02 Payment of Debt Securities on Default;
                  Suit Therefor..............................28
     Section 5.03 Application of Moneys Collected
                  by Trustee.................................29
     Section 5.04 Proceedings by Securityholders.............30

<PAGE>

     Section 5.05 Proceedings by Trustee........... .........30
     Section 5.06 Remedies Cumulative and Continuing.........31
     Section 5.07 Direction of Proceedings and Waiver of
                  Defaults by Majority of Securityholders....31
     Section 5.08 Notice of Defaults.........................32
     Section 5.09 Undertaking to Pay Costs...................32

ARTICLE VI CONCERNING THE TRUSTEE ...........................33

     Section 6.01 Duties and Responsibilities of Trustee.....33
     Section 6.02 Reliance on Documents, Opinions, etc.......34
     Section 6.03 No Responsibility for Recitals, etc........35
     Section 6.04 Trustee, Authenticating Agent,
                  Paying Agents, Transfer Agents or Registrar
                  May Own Debt Securities....................35
     Section 6.05 Moneys to be Held in Trust.................35
     Section 6.06 Compensation and Expenses of Trustee.......35
     Section 6.07 Officers' Certificate as Evidence..........36
     Section 6.08 Eligibility of Trustee.....................37
     Section 6.09 Resignation or Removal of Trustee..........37
     Section 6.10 Acceptance by Successor Trustee............38
     Section 6.11 Succession by Merger, etc..................39
     Section 6.12 Authenticating Agents......................40

ARTICLE VII CONCERNING THE SECURITYHOLDERS...................41

     Section 7.01 Action by Securityholders..................41
     Section 7.02 Proof of Execution by Securityholders......41
     Section 7.03 Who Are Deemed Absolute Owners.............42
     Section 7.04 Debt Securities Owned by Company Deemed Not
                  Outstanding................................42
     Section 7.05 Revocation of Consents; Future Holders
                  Bound......................................42

ARTICLE VIII SECURITYHOLDERS' MEETINGS.......................43

      Section 8.01 Purposes of Meetings. ....................43
      Section 8.02 Call of Meetings by Trustee...............43
      Section 8.03 Call of Meetings by Company or
                   Securityholders...........................43
      Section 8.04 Qualifications for Voting.................44
      Section 8.05 Regulations...............................44
      Section 8.06 Voting. ..................................44
      Section 8.07 Quorum; Actions...........................45

ARTICLE IX SUPPLEMENTAL INDENTURES...........................46

      Section 9.01 Supplemental Indentures without Consent of
                   Securityholders...........................46
      Section 9.02 Supplemental Indentures with Consent of
                  Securityholders...........................47
      Section 9.03 Effect of Supplemental Indentures.........48

<PAGE>

      Section 9.04 Notation on Debt Securities...............48
      Section 9.05 Evidence of Compliance of
                   Supplemental Indenture to be Furnished
                   to Trustee...............................49

ARTICLE X REDEMPTION OF SECURITIES..........................49

      Section 10.01 Optional Redemption. ...................49
      Section 10.02 Special Event Redemption. ..............49
      Section 10.03 Notice of Redemption; Selection of
                    Debt Securities.........................49
      Section 10.04 Payment of Debt Securities Called for
                    Redemption..............................50

ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE
AND LEASE...................................................51

      Section 11.01 Company May Consolidate, etc., on
                    Certain Terms...........................51
      Section 11.02 Successor Entity to be Substituted......51
      Section 11.03 Opinion of Counsel to be Given to
                    Trustee.................................52

ARTICLE XII SATISFACTION AND DISCHARGE OF
INDENTURE...................................................52
      Section 12.01 Discharge of Indenture..................52
      Section 12.02 Deposited Moneys to be Held in
                    Trust by Trustee. ......................53
      Section 12.03 Paying Agent to Repay Money Held........53
      Section 12.04 Return of Unclaimed Moneys. ............53

ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS.............. ................................54

      Section 13.01 Indenture and Debt Securities Solely
                   Corporate Obligations...................54

ARTICLE XIV MISCELLANEOUS PROVISIONS........................54

      Section 14.01 Successors. ............................54
      Section 14.02 Official Acts by Successor Entity.......54
      Section 14.03 Surrender of Company Powers.............54
      Section 14.04 Addresses for Notices, etc..............54
      Section 14.05 Governing Law...........................55
      Section 14.06 Evidence of Compliance with
                    Conditions Precedent....................55
      Section 14.07 Business Day Convention.................55
      Section 14.08 Table of Contents, Headings, etc........56
      Section 14.09 Execution in Counterparts...............56
      Section 14.10 Separability............................56
      Section 14.11 Assignment..............................56
      Section 14.12 Acknowledgment of Rights................56

ARTICLE XV SUBORDINATION OF DEBT SECURITIES.................57

      Section 15.01 Agreement to Subordinate................57

<PAGE>

      Section 15.02 Default on Senior Indebtedness..........57
      Section 15.03 Liquidation; Dissolution; Bankruptcy....57
      Section 15.04 Subrogation.............................59
      Section 15.05 Trustee to Effectuate Subordination.....60
      Section 15.06 Notice by the Company...................60
      Section 15.07 Rights of the Trustee; Holders of
                    Senior Indebtedness.....................60
      Section 15.08 Subordination May Not Be Impaired.......61

EXHIBITS
      EXHIBIT A   Form of Debt Security

<PAGE>

         THIS INDENTURE, dated as of October 14, 2004, between
Union National Financial Corporation, a bank holding company
incorporated in Pennsylvania (hereinafter sometimes called the
"Company"), and Wilmington Trust Company, a Delaware banking
corporation, as trustee (hereinafter sometimes called the
"Trustee").

                       W I T N E S S E T H :

         WHEREAS, for its lawful corporate purposes, the Company
has duly authorized the issuance of its Fixed/Floating Rate
Junior Subordinated Debt Securities due 2034 (the "Debt
Securities") under this Indenture and to provide, among other
things, for the execution and authentication, delivery and
administration thereof, the Company has duly authorized the
execution of this Indenture.

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

                            ARTICLE I
                           DEFINITIONS

      Section 1.01   Definitions.

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

      "Additional Amounts" has the meaning set forth in Section
3.06."Additional Provisions" has the meaning set forth in Section
15.01.

      "Administrative Action" has the meaning specified within
the definition of "Tax Event" in this Section 1.01.

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

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

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

<PAGE>

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

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

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

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

      "Capital Securities Guarantee" means the guarantee
agreement that the Company will enter into with Wilmington Trust
Company or other Persons that operates directly or indirectly for
the benefit of holders of Capital Securities of the Trust.

      "Capital Treatment Event" means, if the Company is
organized and existing under the laws of the United States or any
state thereof or the District of Columbia, the receipt by the
Company and the Trust of an Opinion of Counsel experienced in
such matters to the effect that, as a result of any amendment to,
or change in, the laws, rules or regulations of the United States
or any political subdivision thereof or therein, or as the result
of any official or administrative pronouncement or action or
decision interpreting or applying such laws, rules or
regulations, which amendment or change is effective or which
pronouncement, action or decision is announced on or after the
date of original issuance of the Debt Securities, there is more
than an insubstantial risk that the Company will not, within 90
days of the date of such opinion, be entitled to treat an amount
equal to the aggregate Liquidation Amount of the Capital
Securities as "Tier 1 Capital" (or the then equivalent thereof)
for purposes of the capital adequacy guidelines of the Federal
Reserve (or any successor regulatory authority with jurisdiction
over bank holding companies), as then in effect and applicable to
the Company; provided, however, that the inability of the Company
to treat all or any portion of the aggregate Liquidation Amount
of the Capital Securities as "Tier 1 Capital" shall not
constitute the basis for a Capital Treatment Event if such
inability results from the Company having cumulative preferred
stock, minority interests in consolidated subsidiaries and any
other class of security or interest which the Federal Reserve
(or any successor regulatory authority with jurisdiction over
bank holding companies) may now or hereafter accord "Tier 1
Capital" treatment that, in the aggregate, exceed the amount
which may now or hereafter qualify for treatment as "Tier 1
Capital" under applicable capital adequacy guidelines of the
Federal Reserve (or any successor regulatory authority with
jurisdiction over bank holding companies); provided, further,
that the distribution of the Debt Securities in connection with
the liquidation of the Trust by the Company shall not in and of
itself constitute a Capital Treatment Event unless such
liquidation shall have occurred in connection with a Tax

<PAGE>

Event or an Investment Company Event. For the avoidance of doubt,
the adoption by the Board of Governors of the Federal Reserve
System as a final rule of any of the proposals set forth in its
notice of proposed rulemaking dated May 6, 2004, shall not
constitute a Capital Treatment Event.

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

      "Code" means the Internal Revenue Code of 1986, as amended.

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

      "Company" means Union National Financial Corporation, a
bank holding company incorporated in Pennsylvania, and, subject
to the provisions of Article XI, shall include its successors and
assigns.

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

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

      "Declaration" means the Amended and Restated Declaration of
Trust of the Trust, dated as of October 14, 2004, as amended or
supplemented from time to time.

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

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

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

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

      "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

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

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

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

<PAGE>

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

      "Interest Payment Date" means February 23, May 23, August
23 and November 23 of each year, commencing on November 23, 2004,
subject to Section 14.07.

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

      "Interest Rate" means, a per annum rate of interest equal
to (1) with respect to any Interest Period prior to the Interest
Period commencing on the Interest Payment Date in November 23,
2007, 5.28% and (2) with respect to any Interest Period
commencing on or after the Interest Payment Date in November 23,
2007, LIBOR, as determined on the LIBOR Determination Date for
such Interest Period plus 2.00%; provided, however, that the
Interest Rate for any Interest Period commencing on or after the
Interest Payment Date in November 23, 2007 may not exceed the
highest rate permitted by New York law, as the same may be
modified by United States law of general application.

      "Investment Company Event" means the receipt by the Company
and the Trust of an Opinion of Counsel experienced in such
matters to the effect that, as a result of a change in
law or regulation or written change in interpretation or
application of law or regulation by any legislative body, court,
governmental agency or regulatory authority, there is more than
an insubstantial risk that the Trust is or, within 90 days of the
date of such opinion will be, considered an "investment company"
that is required to be registered under the Investment
Company Act of 1940, as amended, which change becomes effective
on or after the date of the original issuance of the Debt
Securities.

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

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

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

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

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

      "Maturity Date" means November 23, 2034, subject to Section
14.07.

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

      "Opinion of Counsel" means an opinion in writing signed by
legal counsel, who may be an employee of or counsel to the
Company or may be other counsel reasonably

<PAGE>

satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 14.06 if and to the extent
required by the provisions of such Section.

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

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

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

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

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

     "Optional Redemption Price" means an amount in cash equal to
100% of the principal amount of the Debt Securities being
redeemed plus unpaid interest accrued on such Debt Securities to
the related Optional Redemption Date.

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

     "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association,
joint-stock company, limited liability company, trust,
unincorporated association, or government or any agency or
political subdivision thereof, or any other entity of whatever
nature.

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

     "Principal Office of the Trustee" means the office of the
Trustee at which at any particular time its corporate trust
business shall be principally administered, which at all times
shall be located within the United States and at the time of the
execution of this Indenture shall be Rodney Square North, 1100
North Market Street, Wilmington, DE 19890-0001.

     "Reference Banks" has the meaning set forth in Section
2.10(b)(ii).

<PAGE>

     "Resale Restriction Termination Date" means, with respect to
any Debt Security, the date which is the later of (i) two years
(or such shorter period of time as permitted by Rule
144(k) under the Securities Act) after the later of (y) the date
of original issuance of such Debt Security and (z) the last date
on which the Company or any Affiliate (as defined in Rule 405
under the Securities Act) of the Company was the holder of such
Debt Security (or any predecessor thereto) and (ii) such later
date, if any, as may be required by any subsequent change
in applicable law.

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

     "Securities Act" means the Securities Act of 1933, as
amended.

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

     "Senior Indebtedness" means, with respect to the Company,
(i) the principal, premium, if any, and interest in respect of
(A) indebtedness of the Company for money borrowed, similar
obligations arising from off-balance sheet guarantees and direct
credit substitutes and (B) indebtedness evidenced by securities,
debentures, notes, bonds or other similar instruments issued by
the Company, (ii) all capital lease obligations of the Company,
(iii)all obligations of the Company issued or assumed as the
deferred purchase price of property, all conditional sale
obligations of the Company and all obligations of the Company
under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business), (iv) all
obligations of the Company for the reimbursement of any letter of
credit, any banker's acceptance, any security purchase facility,
any repurchase agreement or similar arrangement, all obligations
associated with derivative products such as interest rate and
foreign exchange contracts and commodity contracts, any interest
rate swap, any other hedging arrangement, any obligation under
options or any similar credit or other transaction, (v) all
obligations of the type referred to in clauses (i) through (iv)
above of other Persons for the
payment of which the Company is responsible or liable as obligor,
guarantor or otherwise and (vi) all obligations of the type
referred to in clauses (i) through (v) above of other Persons
secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company),
whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless, with the prior approval of the
Federal Reserve if not otherwise generally
approved, it is provided in the instrument creating or evidencing
the same or pursuant to which the same is outstanding that such
obligations are not superior or are pari passu in right of
payment to the Debt Securities; provided, however, that Senior
Indebtedness shall not include (A) any debt securities issued to
any trust other than the Trust (or a trustee of such trust) that
is a financing vehicle of the Company (a "financing entity"), in
connection with the issuance by such

<PAGE>

financing entity of equity or other securities in transactions
substantially similar in structure to the transactions
contemplated hereunder and in the Declaration or
(B) any guarantees of the Company in respect of the equity or
other securities of any financing entity referred to in clause
(A) above.

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

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

     "Special Redemption Price" means, with respect to the
redemption of any Debt Security following a Special Event, an
amount in cash equal to 104.00% of the principal amount of Debt
Securities to be redeemed prior to November 23, 2005 and
thereafter equal to the percentage of the principal amount of the
Debt Securities that is specified below for the Special
Redemption Date plus, in each case, unpaid interest accrued
thereon to the Special Redemption Date:

<PAGE>
<TABLE>
<CAPTION>
Special Redemption During the 12-Month           Percentage of
    Period Beginning November 23,               Principal Amount
    _____________________________               ________________
           <S>                                           <C>
          2005                                        103.20%
          2006                                        102.40%
          2007                                        101.60%
          2008                                        100.84%
          2009 and thereafter                         100.00%
</TABLE>

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

     "Tax Event" means the receipt by the Company and the Trust
of an Opinion of Counsel experienced in such matters to the
effect that, as a result of any amendment to or change (including
any announced prospective change) in the laws or any regulations
thereunder of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any
official administrative pronouncement (including any private
letter ruling, technical advice memorandum, regulatory procedure,
notice or announcement (an "Administrative Action")) or judicial
decision interpreting or applying such laws or regulations,
regardless of whether such Administrative Action or judicial
decision is issued to or in connection with a proceeding
involving the Company or the Trust and whether or not subject to
review or appeal, which amendment, clarification, change,
Administrative Action or decision is enacted, promulgated or
announced, in each case on or after the date of original issuance
of the Debt Securities, there is more than an insubstantial risk
that: (i) the Trust is, or will be within 90 days of the date of
such opinion, subject to United States federal income tax with
respect to income received or accrued
on the Debt Securities; (ii) if the Company is organized and
existing under the laws of the United States or any state thereof
or the District of Columbia, interest payable by the Company on
the Debt Securities is not, or within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in
part, for United States federal income tax purposes; or (iii) the
Trust is, or will be within 90 days of the date of such opinion,
subject to or otherwise required to pay, or required to withhold
from distributions to holders of Trust Securities, more than a de
minimis

<PAGE>

amount of other taxes (including withholding taxes), duties,
assessments or other governmental charges.

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

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

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

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

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

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


                               ARTICLE II
                            DEBT SECURITIES


     Section 2.01 Authentication and Dating.
                  _________________________

     Upon the execution and delivery of this Indenture, or from
time to time thereafter, Debt Securities in an aggregate
principal amount not in excess of $3,093,000 may be executed and
delivered by the Company to the Trustee for authentication, and
the Trustee shall thereupon authenticate and make available for
delivery said Debt Securities to or upon the written order of
the Company, signed by its Chairman of the Board of Directors,
Vice Chairman, President or Chief Financial Officer or one of its
Vice Presidents, without any further action by the Company
hereunder. In authenticating such Debt Securities, and accepting
the additional responsibilities under this Indenture in relation
to such Debt Securities, the Trustee shall be entitled to
receive, and (subject to Section 6.01) shall be fully protected
in relying upon a copy of any Board Resolution or Board
Resolutions relating thereto and, if applicable, an appropriate
record of any action taken pursuant to such resolution, in each
case certified by the Secretary or an Assistant Secretary or
other officers with appropriate delegated authority of the
Company as the case may be.

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

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

<PAGE>

     Section 2.02 Form of Trustee's Certificate of
                  ________________________________
                  Authentication.
                  _______________

     The Trustee's certificate of authentication on all Debt
Securities shall be in substantially the following form:
This is one of the Debt Securities referred to in the
within-mentioned Indenture.

                                    Wilmington Trust Company,
                                       not in its individual
                                       capacity but solely as
                                       trustee

                                    By:_______________________
                                       Authorized Officer

     Section 2.03 Form and Denomination of Debt Securities.
                  ________________________________________
     The Debt Securities shall be substantially in the form of
Exhibit A hereto. The Debt Securities shall be in registered,
certificated form without coupons and in minimum denominations of
$100,000 and any multiple of $1,000 in excess thereof. The Debt
Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plans as
the officers executing the same may determine with the approval
of the Trustee as evidenced by the execution and authentication
thereof.

     Section 2.04 Execution of Debt Securities.
                  ____________________________

     The Debt Securities shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of its
Chairman of the Board of Directors, Vice Chairman, President or
Chief Financial Officer or one of its Executive Vice Presidents,
Senior Vice Presidents or Vice Presidents, under its corporate
seal (if legally required) which may be affixed thereto or
printed, engraved or otherwise reproduced thereon, by facsimile
or otherwise, and which need not be attested. Only such Debt
Securities as shall bear thereon a certificate of authentication
substantially in the form herein before recited, executed by the
Trustee or the Authenticating Agent by the manual signature of an
authorized officer, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee or the Authenticating Agent upon any
Debt Security executed by the Company shall be conclusive
evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is
entitled to the benefits of this Indenture. In case any officer
of the Company who shall have signed any of the Debt
Securities shall cease to be such officer before the Debt
Securities so signed shall have been authenticated and delivered
by the Trustee or the Authenticating Agent, or disposed of by the
Company, such Debt Securities nevertheless may be authenticated
and delivered or disposed of as though the Person who signed such
Debt Securities had not ceased to be such officer of the Company;
and any Debt Security may be signed on behalf of the Company by
such Persons as, at the actual date of the execution of such Debt
Security, shall be the proper officers of the Company, although
at the date of the execution of this Indenture any such person
was not such an officer.

<PAGE>

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

     Section 2.05 Exchange and Registration of Transfer of Debt
                  _____________________________________________
                  Securities.
                  ____________

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

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

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

     No service charge shall be made for any exchange or
registration of transfer of Debt Securities, but the Company or
the Trustee may require payment of a sum sufficient to cover any
tax, fee or other governmental charge that may be imposed in
connection therewith other than exchanges pursuant to Section
2.07, Section 9.04 or Section 10.04 not involving any transfer.

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

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

<PAGE>

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE,
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE
LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE
LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN
RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER
OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY
PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO
THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),
(2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH
THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE,
AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

<PAGE>

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

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

     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN
EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN
DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID
AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED
TRANSFEREESHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY
OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH
PURPORTED TRANSFEREE

<PAGE>

SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY
OR ANY INTEREST OR PARTICIPATION HEREIN. THIS OBLIGATION IS NOT A
DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR
FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC").

     THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE
DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE
COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

     Section 2.06 Mutilated, Destroyed, Lost or Stolen Debt
                  _________________________________________
                  Securities.
                  ___________
     In case any Debt Security shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon
its written request the Trustee shall authenticate and
deliver, a new Debt Security bearing a number not
contemporaneously outstanding, in exchange and substitution for
the mutilated Debt Security, or in lieu of and in substitution
for the Debt Security so destroyed, lost or stolen. In every case
the applicant for a substituted Debt Security shall furnish to
the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every
case of destruction, loss or theft, the applicant shall also
furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Debt
Security and of the ownership thereof.

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

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

<PAGE>

     Section 2.07 Temporary Debt Securities.
                  __________________________
     Pending the preparation of definitive Debt Securities, the
Company may execute and the Trustee shall authenticate and make
available for delivery temporary Debt Securities that
are typed, printed or lithographed. Temporary Debt Securities
shall be issuable in any authorized denomination, and
substantially in the form of the definitive Debt Securities but
with such omissions, insertions and variations as may be
appropriate for temporary Debt Securities, all as
may be determined by the Company. Every such temporary Debt
Security shall be executed by the Company and be authenticated by
the Trustee upon the same conditions and in substantially
the same manner, and with the same effect, as the definitive Debt
Securities. Without unreasonable delay, the Company will execute
and deliver to the Trustee or the Authenticating
Agent definitive Debt Securities and thereupon any or all
temporary Debt Securities may be surrendered in exchange
therefor, at the Principal Office of the Trustee or at any office
or agency maintained by the Company for such purpose as provided
in Section 3.02, and the Trustee or the
Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Debt Securities a like
aggregate principal amount of such definitive Debt Securities.
Such exchange shall be made by the Company at its own expense and
without any charge therefor except that in case of any such
exchange involving a registration of transfer the Company may
require payment of a sum sufficient to cover any tax, fee or
other governmental charge that may be imposed in relation
thereto. Until so exchanged, the temporary Debt Securities shall
in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities authenticated and
delivered hereunder.

      Section 2.08 Payment of Interest.
                   ___________________
      Each Debt Security will bear interest at the then
applicable Interest Rate (i) in the case of the initial Interest
Period, for the period from, and including, the date of original
issuance of such Debt Security to, but excluding, the initial
Interest Payment Date and (ii) thereafter, for the period from,
and including, the first day following the end of the preceding
Interest Period to, but excluding, the applicable Interest
Payment Date or, in the case of the last Interest Period, the
related Optional Redemption Date, Special Redemption Date or
Maturity Date, as applicable (each such period, an "Interest
Period"), on the principal thereof, on any overdue principal and
(to the extent that payment of such interest is enforceable under
applicable law) on Deferred Interest and on any overdue
installment of interest (including Defaulted Interest), payable
(subject to the provisions of Article XII) on each Interest
Payment Date and on the Maturity Date, any Optional Redemption
Date or the Special Redemption Date, as the case may be.
Interest and any Deferred Interest on any Debt Security that is
payable, and is punctually paid or duly provided for by the
Company, on any Interest Payment Date shall be paid to the Person
in whose name such Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the regular
record date for such interest installment, except that interest
and any Deferred Interest payable on the Maturity Date, any
Optional Redemption Date or the Special Redemption Date, as the
case may be, shall be paid to the Person to whom principal is
paid. In case (i) the Maturity Date of any Debt Security or (ii)
any Debt Security or portion thereof is
called for redemption and the related Optional Redemption Date or
the Special Redemption Date, as the case may be, is subsequent to
the regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Debt
Security will be paid upon presentation and surrender of such
Debt Security.

<PAGE>

     Any interest on any Debt Security, other than Deferred
Interest, that is payable, but is not punctually paid or duly
provided for by the Company, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be
payable to the holder on the relevant regular record date by
virtue of having been such holder, and such Defaulted Interest
shall be paid by the Company to the Persons in whose names such
Debt Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date
for the payment of such Defaulted Interest, which shall be fixed
in the following manner: the Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be
paid on each such Debt Security and the date of the proposed
payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or
shall make arrangements reasonably satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as provided in this
paragraph. Thereupon the Trustee shall fix a special record date
for the payment of such Defaulted Interest, which shall not be
more than fifteen nor less than ten days prior to the date of the
proposed payment and not less than ten days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such special record date
and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage
prepaid, to each Securityholder at his or her address as it
appears in the Debt Security Register, not less than ten days
prior to such special record date. Notice of the proposed payment
of such Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names such Debt Securities (or their
respective Predecessor Securities) are registered on such special
record date and thereafter the Company shall have no further
payment obligation in respect of the Defaulted Interest.

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

     The term "regular record date", as used in this Section,
shall mean the fifteenth day prior to the applicable Interest
Payment Date, whether or not such day is a Business Day.
Subject to the foregoing provisions of this Section, each Debt
Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other
Debt Security shall carry the rights to interest accrued and
unpaid, and to accrue, that were carried by such other Debt
Security.

     Section 2.09 Cancellation of Debt Securities Paid, etc.
                  _________________________________________
     All Debt Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, shall, if
surrendered to the Company or any Paying Agent, be surrendered to
the Trustee and promptly canceled by it, or, if surrendered to
the Trustee or any Authenticating Agent, shall be promptly
canceled by it, and no Debt Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of
this Indenture. All Debt Securities canceled by any
Authenticating Agent shall be delivered to the Trustee. The

<PAGE>

Trustee shall destroy all canceled Debt Securities unless the
Company otherwise directs the Trustee in writing, in which case
the Trustee shall dispose of such Debt Securities as directed by
the Company. If the Company shall acquire any of the Debt
Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by
such Debt Securities unless and until the same are surrendered to
the Trustee for cancellation.

     Section 2.10 Computation of Interest.
                  _______________________
     (a) The amount of interest payable on the Debt Securities
will be computed (i) with respect to any Interest Period prior to
the Interest Period commencing on the Interest Payment Date in
November 23, 2007, on the basis of a 360-day year consisting of
twelve 30-day months and (ii) with respect to any Interest Period
commencing on or after the Interest Payment Date in November 23,
2007, on the basis of a 360-day year and the actual number of
days elapsed in such Interest Period.

     (b) LIBOR shall be determined by the Calculation Agent for
each Interest Period commencing on or after the Interest Payment
Date in November 23, 2007 in accordance with the following
provisions:

         (i) On the second LIBOR Business Day (provided, that on
such day commercial banks are open for business (including
dealings in foreign currency deposits) in London (a "LIBOR
Banking Day"), and otherwise the next preceding LIBOR Business
Day that is also a LIBOR Banking Day) prior to the Interest
Payment Date that commences such Interest Period (each such day,
a "LIBOR Determination Date"), LIBOR shall equal the rate, as
obtained by the Calculation Agent, for three-month U.S. Dollar
deposits in Europe, which appears on Telerate (as defined in the
International Swaps and Derivatives Association, Inc. 2000
Interest Rate and Currency Exchange Definitions) page 3750 or
such other page as may replace such page 3750, as of 11:00
a.m. (London time) on such LIBOR Determination Date, as reported
by Bloomberg Financial Markets Commodities News or any successor
service ("Telerate Page 3750"). "LIBOR Business Day" means any
day that is not a Saturday, Sunday or other day on
which commercial banking institutions in The City of New York or
Wilmington, Delaware are authorized or obligated by law or
executive order to be closed. If such rate is superseded on
Telerate Page 3750 by a corrected rate before 12:00 noon (London
time) on such LIBOR Determination Date, the corrected rate as so
substituted will be LIBOR for such LIBOR Determination Date.

         (ii) If, on such LIBOR Determination Date, such rate
does not appear on Telerate Page 3750, the Calculation Agent
shall determine the arithmetic mean of the offered quotations of
the Reference Banks to leading banks in the London interbank
market for three-month U.S. Dollar deposits in Europe (in an
amount determined by the Calculation Agent) by reference to
requests for quotations as of approximately 11:00 a.m.
(London time) on such LIBOR Determination Date made by the
Calculation Agent to the Reference Banks. If, on such LIBOR
Determination Date, at least two of the Reference Banks provide
such quotations, LIBOR shall equal the arithmetic mean of such
quotations. If, on such LIBOR Determination Date, only one or
none of the Reference Banks provide such a quotation, LIBOR shall
be deemed to be the arithmetic mean of the

<PAGE>

offered quotations that at least two leading banks in The City of
New York (as selected by the Calculation Agent) are quoting on
such LIBOR Determination Date for three month U.S. Dollar
deposits in Europe at approximately 11:00 a.m. (London time) (in
an amount determined by the Calculation Agent). As used herein,
"Reference Banks" means four major banks in the London interbank
market selected by the Calculation Agent.

         (iii) If the Calculation Agent is required but is unable
to determine a rate in accordance with at least one of the
procedures provided above, LIBOR for such Interest Period shall
be LIBOR in effect for the immediately preceding Interest Period.

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

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

     Section 2.11 Extension of Interest Payment Period.
                  ____________________________________
So long as no Event of Default pursuant to Sections 5.01(b), (e)
or (f) of this Indenture has occurred and is continuing, the
Company shall have the right, from time to time and without
causing an Event of Default, to defer payments of interest on the
Debt Securities by extending the interest payment period on the
Debt Securities at any time and from time to time during the term
of the Debt Securities, for up to 20 consecutive quarterly
periods (each such extended interest payment period, together
with all previous and further consecutive extensions thereof, is
referred to herein as an "Extension Period"). No Extension Period
may end on a date other than an Interest Payment Date or extend
beyond the Maturity Date, any Optional Redemption Date or the
Special Redemption Date, as the case may be. During any Extension
Period, interest will continue to accrue on the Debt Securities,
and interest on such accrued interest (such accrued interest and
interest thereon referred to herein as "Deferred Interest") will
accrue at an annual rate equal to the Interest Rate applicable
during such Extension Period, compounded quarterly from the date
such Deferred Interest would have been payable were it not for
the Extension Period, to the extent permitted by applicable law.
No interest or Deferred Interest (except any Additional Amounts
that may be due and payable) shall be due andpayable during an
Extension Period, except at the end thereof. At the end of any
Extension Period, the Company shall pay all Deferred Interest
then accrued and unpaid on the Debt Securities; provided,
however, that during

<PAGE>

any Extension Period, the Company shall be subject to the
restrictions set forth in Section 3.08. Prior to the termination
of any Extension Period, the Company may further extend such
Extension Period, provided, that no Extension Period (including
all previous and further consecutive extensions that are part of
such Extension Period) shall exceed 20 consecutive
quarterly periods. Upon the termination of any Extension Period
and upon the payment of all Deferred Interest, the Company may
commence a new Extension Period, subject to the foregoing
requirements. The Company must give the Trustee notice of its
election to begin or extend an Extension Period at least one
Business Day prior to the regular record date applicable to the
next succeeding Interest Payment Date. The Trustee shall give
notice of the Company's election to begin or extend an Extension
Period to the Securityholders, promptly after receipt of notice
from the Company of its election to begin or extend an Extension
Period.

     Section 2.12 CUSIP Numbers.
                  _____________
     The Company in issuing the Debt Securities may use a "CUSIP"
number (if then generally in use), and, if so, the Trustee shall
use a "CUSIP" number in notices of redemption as
a convenience to Securityholders; provided, that any such notice
may state that no representation is made as to the correctness of
such number either as printed on the Debt Securities or as
contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the
Debt Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the CUSIP
number.

                         ARTICLE III
               PARTICULAR COVENANTS OF THE COMPANY


     Section 3.01 Payment of Principal, Premium and Interest;
                  __________________________________________
                  Agreed Treatment of the Debt Securities.
                  _______________________________________
     (a) The Company covenants and agrees that it will duly and
punctually pay or cause to be paid all payments due in respect of
the Debt Securities at the place, at the respective times and in
the manner provided in this Indenture and the Debt Securities.
Payment of the principal of and premium, if any, and interest on
the Debt Securities due on the Maturity Date,
any Optional Redemption Date or the Special Redemption Date, as
the case may be, will be made by the Company in immediately
available funds against presentation and surrender of such
Debt Securities. At the option of the Company, each installment
of interest on the Debt Securities due on an Interest Payment
Date other than the Maturity Date, any Optional Redemption Date
or the Special Redemption Date, as the case may be, may be paid
(i) by mailing checks for such interest payable to the order of
the holders of Debt Securities entitled thereto as they appear on
the Debt Security Register or (ii) by wire transfer of
immediately available funds to any account with a banking
institution located in the United States designated by such
holders to the Paying Agent no later than the related record
date. Notwithstanding anything to the contrary contained in this
Indenture or any Debt Security, if the Trust or the trustee of
the Trust is the holder of any Debt Security, then all payments
in respect of such Debt Security shall be made by the Company in
immediately available funds when due.

<PAGE>

     (b) The Company will treat the Debt Securities as
indebtedness, and the interest payable in respect of such Debt
Securities (including any Additional Amounts) as interest, for
all U.S. federal income tax purposes. All payments in respect of
such Debt Securities will be made free and clear of U.S.
withholding tax provided, that (i) any beneficial owner thereof
that is a "United States person" within the meaning of Section
7701(a)(30) of the Code (A) has provided an Internal Revenue
Service Form W-9 (or any substitute or successor form) in the
manner required establishing its status as a "United States
person" for U.S. federal income tax purposes, and (B) the
Internal Revenue Service has neither notified the Issuer that the
taxpayer identification number furnished by such beneficial owner
is incorrect nor notified the Issuer that there is underreporting
by such beneficial owner, and (ii) any beneficial owner thereof
that is not a "United States person" within the meaning of
Section 7701(a)(30) of the Code has provided an Internal Revenue
Service Form W-8 BEN, Internal Revenue Service Form W-8ECI, or
Internal Revenue Service Form W-8EXP, as applicable (or any
substitute or successor form) in the manner required establishing
its non-U.S. status for U.S. federal income tax purposes.

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

     (d) As of the date of this Indenture, the Company represents
that the likelihood that it would exercise its right under
Section 2.11 to defer payments of interest on the Debt Securities
by commencing an Extension Period at any time during which the
Debt Securities are outstanding is remote because of the
restrictions that would be imposed on the Company's ability to
declare or pay dividends or distributions on, or to redeem,
purchase or make a liquidation payment with respect to, any of
its outstanding equity and on the Company's ability to make any
payments of principal of or premium, if any, or interest on, or
repurchase or redeem, any of its debt securities that rank pari
passu in all respects with or junior in interest to the Debt
Securities.

     Section 3.02 Offices for Notices and Payments, etc.
                  _____________________________________
     So long as any of the Debt Securities remain outstanding,
the Company will maintain in Wilmington, Delaware or in
Harrisburg, Pennsylvania an office or agency where the Debt
Securities may be presented for payment, an office or agency
where the Debt Securities may be presented for registration of
transfer and for exchange as provided in this Indenture and
an office or agency where notices and demands to or upon the
Company in respect of the Debt Securities or of this Indenture
may be served. The Company will give to the Trustee written
notice of the location of any such office or agency and of any
change of location thereof. Until otherwise designated from time
to time by the Company in a notice to the Trustee, or specified
as contemplated by Section 2.05, such office or agency for all of
the above purposes shall be the Principal Office of the Trustee.
In case the Company shall fail to maintain any such office or
agency in Wilmington, Delaware or in Harrisburg, Pennsylvania or
shall fail to give such notice of the location or of any change
in the location thereof, presentations and demands may be made
and notices may be served at the Principal Office of the Trustee.

     In addition to any such office or agency, the Company may
from time to time designate one or more offices or agencies
outside Wilmington, Delaware or Harrisburg ,

<PAGE>

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

    Section 3.03 Appointments to Fill Vacancies in Trustee's
                 ___________________________________________
                 Office.
                 ______
    The Company, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in
Section 6.09, a Trustee, so that there shall at all times be a
Trustee hereunder.

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

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

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

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

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

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

    (c) Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge with respect

<PAGE>

to the Debt Securities, or for any other reason, pay, or direct
any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or any such Paying Agent, such sums to be held
by the Trustee upon the same terms and conditions herein
contained.

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

    (e) The Company hereby initially appoints the Trustee to act
as paying agent for the Debt Securities (the "Paying Agent").

    Section 3.05 Certificate to Trustee.
                 _______________________
    The Company will deliver to the Trustee on or before 120 days
after the end of each fiscal year, so long as Debt Securities are
outstanding hereunder, a Certificate stating that in the course
of the performance by the signers of their duties as officers of
the Company they would normally have knowledge of any default by
the Company in the performance of any covenants of the Company
contained herein, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of
which the signers have knowledge and the
nature thereof.

    Section 3.06 Additional Amounts.
                 ___________________
    If and for so long as the Trust is the holder of all Debt
Securities and is subject to or otherwise required to pay (or is
required to withhold from distributions to holders of Trust
Securities) any additional taxes (including withholding taxes),
duties, assessments or other governmental charges as a result of
a Tax Event, the Company will pay such additional amounts
(the "Additional Amounts") on the Debt Securities or the Trust
Securities, as the case may be, as shall be required so that the
net amounts received and retained by the holders of Debt
Securities or Trust Securities, as the case may be, after payment
of all taxes (including withholding taxes),
duties, assessments or other governmental charges, will be equal
to the amounts that such holders would have received and retained
had no such taxes (including withholding taxes), duties,
assessments or other governmental charges been imposed.

    Whenever in this Indenture or the Debt Securities there is a
reference in any context to the payment of principal of or
premium, if any, or interest on the Debt Securities, such
mention shall be deemed to include mention of payments of the
Additional Amounts provided for in this Section to the extent
that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed
as excluding Additional Amounts in those provisions hereof where
such express mention is not made, provided, however, that,
notwithstanding anything to the contrary contained in this
Indenture or any Debt Security, the deferral of the payment of
interest during an Extension Period pursuant to Section 2.11
shall not defer the payment of any Additional Amounts that may
be due and payable.

<PAGE>

    Section 3.07 Compliance with Consolidation Provisions.
                 ________________________________________
    The Company will not, while any of the Debt Securities remain
outstanding, consolidate with, or merge into, any other Person,
or merge into itself, or sell, convey, transfer or
otherwise dispose of all or substantially all of its property or
capital stock to any other Person unless the provisions of
Article XI hereof are complied with.

    Section 3.08 Limitation on Dividends.
                 _______________________
    If (i) there shall have occurred and be continuing a Default
or an Event of Default, (ii) the Company shall be in default with
respect to its payment of any obligations under the Capital
Securities Guarantee or (iii) the Company shall have given notice
of its election to defer payments of interest on the Debt
Securities by extending the interest payment period as provided
herein and such period, or any extension thereof, shall have
commenced and be continuing, then the Company may not (A) declare
or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of
the Company's capital stock, (B) make any payment of principal of
or premium, if any, or interest on or repay, repurchase or redeem
any debt securities of the Company that rank pari passu in all
respects with or junior in interest to the Debt Securities or (C)
make any payment under any guarantees of the Company that rank
pari passu in all respects with or junior in interest to the
Capital Securities Guarantee (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of
the Company (I) in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit
of one or more employees, officers, directors or consultants,
(II) in connection with a dividend reinvestment or stockholder
stock purchase plan or (III) in connection with the issuance of
capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the occurrence of
(i), (ii) or (iii) above, (b) as a result of any exchange or
conversion of any class or series of the Company's capital stock
(or any capital stock of a subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or
series of the Company's indebtedness for any class or series of
the Company's capital stock, (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to
the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (d) any declaration of
a dividend in connection with any stockholder's rights plan, or
the issuance of rights, stock or other property under any
stockholder's rights plan, or the redemption or repurchase of
rights pursuant thereto or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other
rights is the same stock as that on which the dividend is being
paid or ranks pari passu with or junior in interest to such
stock).

    Section 3.09 Covenants as to the Trust.
                 _________________________
    For so long as such Trust Securities remain outstanding, the
Company shall maintain 100% ownership of the Common Securities;
provided, however, that any permitted successor of the Company
under this Indenture may succeed to the Company's ownership of
such Common Securities. The Company, as owner of the Common
Securities, shall use commercially reasonable efforts to cause
the Trust (a) to remain a statutory trust, except in
connection with a distribution of Debt Securities to the holders
of Trust Securities in liquidation

<PAGE>

of the Trust, the redemption of all of the Trust Securities or
mrgers, consolidations or amalgamations, each as permitted by the
Declaration, (b) to otherwise continue to be classified as a
grantor trust for United States federal income tax purposes and
(c) to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Debt Securities.

                         ARTICLE IV
                            LISTS

    Section 4.01 Securityholders' Lists.
                 ________________________
    The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee:

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

    (b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;
except that no such lists need be furnished under this Section
4.01 so long as the Trustee is in possession thereof by reason of
its acting as Debt Security registrar.

    Section 4.02 Preservation and Disclosure of Lists.
                 _____________________________________
    (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and
addresses of the holders of Debt Securities (1) contained in the
most recent list furnished to it as provided in Section 4.01 or
(2) received by it in the capacity of Debt Securities registrar
(if so acting) hereunder. The Trustee may destroy any list
furnished to it as provided in Section 4.01 upon receipt of a new
list so furnished.

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

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

        (ii) inform such applicants as to the approximate number
of holders of Debt Securities whose names and addresses appear in
the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section

<PAGE>

4.02, and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if any,
specified in such application.

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

     (c) Each and every holder of Debt Securities, by receiving
and holding the same, agrees with the Company and the Trustee
that none of the Company, the Trustee or any Paying Agent shall
be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Debt
Securities in accordance with the provisions of
subsection (b) of this Section 4.02, regardless of the source
from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material
pursuant to a request made under said subsection (b).

    Section 4.03 Financial and Other Information.
                 _______________________________
    (a) The Company shall deliver, by hardcopy or electronic
transmission, to (i) each Securityholder each Report on Form 10-K
and Form 10-Q, if any, prepared by the Company and filed with the
Securities and Exchange Commission in accordance with the
Exchange Act within 10 Business Days after the filing thereof or
(ii) if the Company is (a) not then subject to Section 13 or
15(d) of the Exchange Act (a "Private Entity") or (b) exempt from
reporting pursuant to Rule 12g3-2(b) thereunder, the information
required by Rule 144A(d)(4) under the Securities Act.
Notwithstanding the foregoing, so long as a Holder of the Debt
Securities is NBC Capital Markets Group, Inc. or an entity that
holds a pool of trust preferred securities and/or debt securities
as collateral for its securities or a trustee thereof, and the
Company is (i) a Private Entity that, on the date of original
issuance of the Debt Securities, is required to provide audited
consolidated financial statements to its primary regulatory
authority, (ii) a Private Entity that, on the date of original
issuance of the Debt Securities, is not required to
provide audited consolidated financial statements to its primary
regulatory authority but

<PAGE>

subsequently becomes subject to the audited consolidated
financial statement reporting requirements of that regulatory
authority or (iii) subject to Section 13 or 15(d) of the Exchange
Act on the date of original issuance of the Debt Securities or
becomes so subject after the date hereof but subsequently becomes
a Private Entity, then, within 90 days after the end of each
fiscal year, beginning with the fiscal year in which the Debt
Securities were originally issued if
the Company was then subject to (x) Section 13 or 15(d) of the
Exchange Act or (y) audited consolidated financial statement
reporting requirements of its primary regulatory authority or,
otherwise, the earliest fiscal year in which the Company becomes
subject to (1) Section 13 or 15(d) of the Exchange Act or (2) the
audited consolidated financial statement reporting requirements
of its primary regulatory authority, the Company shall deliver,
by hardcopy or electronic transmission, to each Securityholder,
unless otherwise provided pursuant to the
preceding sentence, (A) a copy of the Company's audited
consolidated financial statements (including balance sheet and
income statement) covering the related annual period and (B) the
report of the independent accountants with respect to such
financial statements. In addition to the foregoing, the Company
shall deliver to each Securityholder within 30 days after the end
of the fiscal year of the Company, Form 1099 or such other annual
U.S. federal income tax information statement required by the
Code containing such information with regard to the Debt
Securities held by such holder as is required by the Code and the
income tax regulations of the U.S. Treasury thereunder.

    (b) If and so long as the Holder of the Debt Securities is
NBC Capital Markets Group, Inc. or an entity that holds a pool of
trust preferred securities and/or debt securities or a
trustee thereof, the Company will cause copies of its reports on
Form FR Y-9C, FR Y-9LP and FR Y-6 to be delivered to such Holder
promptly following their filing with the Federal Reserve.

                             ARTICLE V
               REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

     Section 5.01 Events of Default.
                  _________________
     The following events shall be "Events of Default" with
respect to Debt Securities:

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

     (b) the Company defaults in the payment of any interest upon
any Debt Security, including any Additional Amounts in respect
thereof, following the nonpayment of any such interest for twenty
or more consecutive Interest Periods; or

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

<PAGE>

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

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

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

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

    If an Event of Default specified under clause (b) of this
Section 5.01 occurs and is continuing with respect to the Debt
Securities, then, in each and every such case, either the Trustee
or the holders of not less than 25% in aggregate principal amount
of the Debt Securities then outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of the Debt
Securities and any premium and interest accrued, but unpaid,
thereon to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. If
an Event of Default specified under clause (e) or (f) of this
Section 5.01 occurs, then, in each and every such case, the
entire principal amount of the Debt Securities and any premium
and interest accrued, but unpaid, thereon shall ipso facto become
immediately due and payable without further action.

     The foregoing provisions, however, are subject to the
condition that if, at any time after the principal of the Debt
Securities shall have become due by acceleration, and before any
judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, (i) the Company
shall pay or shall deposit with the Trustee a sum sufficient to
pay all matured installments of interest upon all the Debt
Securities and all payments on the


<PAGE>

Debt Securities which shall have become due otherwise than by
cceleration (with interest upon all such payments and Deferred
Interest, to the extent permitted by law) and such amount as
shall be sufficient to cover reasonable compensation to the
Trustee and each predecessor Trustee, their respective agents,
attorneys and counsel, and all other amounts due to the Trustee
pursuant to Section 6.06, if any, and (ii) all Events of Default
under this Indenture, other than the nonpayment of the payments
in respect of Debt Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied
as provided herein, then, in each and every such case, the
holders of a majority in aggregate principal amount of the Debt
Securities then outstanding, by written notice to the Company and
to the Trustee, may waive all defaults and rescind and annul such
acceleration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon;
provided, however, that if the Debt Securities are held by the
Trust or a trustee of the Trust, such waiver or rescission and
annulment shall not be effective until the holders of a majority
in aggregate liquidation amount of the outstanding Capital
Securities of the Trust shall have consented to such waiver or
rescission and annulment.

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

    Section 5.02 Payment of Debt Securities on Default; Suit
                 ___________________________________________
                 Therefor.
                 ________

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

    In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on
the Debt Securities under Bankruptcy Law, or in case a receiver
or trustee shall have been appointed for the property of the
Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other
obligor upon the Debt Securities, or to the creditors or property
of the Company or such other obligor, the Trustee, irrespective
of whether the principal of the Debt

<PAGE>

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

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

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

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

    Section 5.03 Application of Moneys Collected by Trustee.
                 ___________________________________________
    Any moneys collected by the Trustee shall be applied in the
following order, at the date or dates fixed by the Trustee for
the distribution of such moneys, upon presentation of the several
Debt Securities in respect of which moneys have been collected,
and stamping thereon the payment, if only partially paid, and
upon surrender thereof if fully paid:

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

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

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

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

    Section 5.04 Proceedings by Securityholders.
                 _______________________________
    No holder of any Debt Security shall have any right to
institute any suit, action or proceeding for any remedy
hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default with respect to the
Debt Securities and unless the holders of not less than 25% in
aggregate principal amount of the Debt Securities then
outstanding shall have given the Trustee a written request to
institute such action, suit or proceeding and shall have offered
to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred
thereby, and the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to
institute any such action, suit or proceeding; provided, that no
holder of Debt Securities shall have any right to prejudice the
rights of any other holder of Debt Securities, obtain priority or
preference over any other such holder or enforce any right under
this Indenture except in the manner herein provided
and for the equal, ratable and common benefit of all holders of
Debt Securities.

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

    Section 5.05 Proceedings by Trustee.
                 _______________________
    In case of an Event of Default, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it
by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of
such rights, either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

<PAGE>

    Section 5.06 Remedies Cumulative and Continuing.
                 __________________________________
    Except as otherwise provided in Section 2.06, all powers and
remedies given by this Article V to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies
available to the Trustee or the holders of the Debt Securities,
by judicial proceedings or otherwise, to enforce the performance
or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to the Debt
Securities, and no delay or omission of the Trustee or of any
holder of any of the Debt Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section
5.04, every power and remedy given by this Article V or by law to
the Trustee or to the Securityholders may be exercised from time
to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

    Section 5.07 Direction of Proceedings and Waiver of Defaults
                _______________________________________________
                 by Majority of Securityholders.
                 ______________________________
    The holders of a majority in aggregate principal amount of
the Debt Securities affected at the time outstanding and, if the
Debt Securities are held by the Trust or a trustee of the Trust,
the holders of a majority in aggregate liquidation amount of the
outstanding Capital Securities of the Trust shall have the right
to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such Debt
Securities; provided, however, that if the Debt Securities are
held by the Trust or a trustee of the Trust, such time, method
and place or such exercise, as the case may be, may not be so
directed until the holders of a majority in aggregate liquidation
amount of the outstanding Capital Securities of the Trust shall
have directed such time, method
and place or such exercise, as the case may be; provided,
further, that (subject to the provisions of Section 6.01) the
Trustee shall have the right to decline to follow any such
direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders
not taking part in such direction or if the Trustee being advised
by counsel determines that the action or proceeding so directed
may not lawfully be taken or if a Responsible Officer of the
Trustee shall determine that the action or proceedings so
directed would involve the Trustee in personal liability. Prior
to any declaration of acceleration, or ipso facto acceleration,
of the maturity of the Debt Securities, the holders of a majority
in aggregate principal amount of the Debt Securities at the time
outstanding may on behalf of the holders of all of the Debt
Securities waive (or modify any previously granted waiver of) any
past Default or Event of Default and its consequences, except a
default (a) in the payment of principal of or premium, if any, or
interest on any of the Debt Securities, (b) in respect of
covenants or provisions hereof which cannot be modified or
amended without the consent of the holder of each Debt Security
affected, or (c) in respect of the covenants contained in Section
3.09; provided, however, that if the Debt Securities are held by
the Trust or a trustee of the Trust, such waiver or modification
to such waiver shall not be effective until the holders of a
majority in aggregate liquidation amount of the outstanding
Capital Securities of the Trust shall have consented to such
waiver or modification to such waiver; provided, further, that if
the consent of the holder of each outstanding Debt Security is
required, such waiver or modification to such waiver shall not be
effective until each holder of the outstanding Capital Securities
of the Trust shall have consented to such waiver or

<PAGE>

modification to such waiver. Upon any such waiver or modification
to such waiver, the Default or Event of Default covered thereby
shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Debt
Securities shall be restored to their former positions and rights
hereunder, respectively; but no such waiver or modification to
such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon. Whenever
any Default or Event of Default hereunder shall have been waived
as permitted by this Section, said Default or Event of Default
shall for all purposes of the Debt Securities and this Indenture
be deemed to have been cured and to be not continuing.

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

    Section 5.09 Undertaking to Pay Costs.
                 _________________________
    All parties to this Indenture agree, and each holder of any
Debt Security by such holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees and expenses, against
any party litigant in such suit, having due regard to the merits
and good faith of the claims or
defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in
principal amount of the outstanding Debt Securities (or, if such
Debt Securities are held by the Trust or a trustee of the Trust,
more than 10% in liquidation amount of the outstanding Capital
Securities),to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or premium, if
any, or interest on any Debt Security against the Company on or
after the same shall have become due and payable or to any suit
instituted in accordance with Section 14.12.

<PAGE>

                            ARTICLE VI
                      CONCERNING THE TRUSTEE

    Section 6.01 Duties and Responsibilities of Trustee.
                 _______________________________________
    With respect to the holders of Debt Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Debt Securities and after the curing
or waiving of all Events of Default which may have occurred, with
respect to the Debt Securities, undertakes to perform such duties
and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Debt
Securities has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.

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

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

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

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

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

    (c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith, in
accordance with the direction of the Securityholders pursuant to
Section 5.07, relating to the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture; and

    (d) the Trustee shall not be charged with knowledge of any
Default or Event of Default with respect to the Debt Securities
unless either (1) a Responsible Officer shall have

<PAGE>

actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have
been given to the Trustee by the Company or any other obligor on
the Debt Securities or by any holder of the Debt Securities,
except that the Trustee shall be deemed to have knowledge of any
Event of Default pursuant to Sections 5.01(a), 5.01(b) or
5.01(c) hereof (other than an Event of Default resulting from the
default in the payment of Additional Amounts if the Trustee does
not have actual knowledge or written notice that such
payment is due and payable).

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

    Section 6.02 Reliance on Documents, Opinions, etc.
                 _____________________________________
    Except as otherwise provided in Section 6.01:

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

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

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

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

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

    (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice,

<PAGE>

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

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

    Section 6.03 No Responsibility for Recitals, etc.
                 ___________________________________
    The recitals contained herein and in the Debt Securities
(except in the certificate of authentication of the Trustee or
the Authenticating Agent) shall be taken as the statements of
the Company, and the Trustee and the Authenticating Agent assume
no responsibility for the correctness of the same. The Trustee
and the Authenticating Agent make no representations as
to the validity or sufficiency of this Indenture or of the Debt
Securities. The Trustee and the Authenticating Agent shall not be
accountable for the use or application by the Company of any
Debt Securities or the proceeds of any Debt Securities
authenticated and delivered by the Trustee or the Authenticating
Agent in conformity with the provisions of this Indenture.

    Section 6.04 Trustee, Authenticating Agent, Paying Agents,
                 _____________________________________________
                 Transfer Agents or Registrar May Own Debt
                 __________________________________________
                 Securities.
                 __________
    The Trustee, any Authenticating Agent, any Paying Agent, any
transfer agent or any Debt Security registrar, in its individual
or any other capacity, may become the owner or pledgee of Debt
Securities with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, transfer agent or
Debt Security registrar.

    Section 6.05 Moneys to be Held in Trust.
                 __________________________

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

     Section 6.06 Compensation and Expenses of Trustee.
                  _____________________________________
     The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such
compensation as shall be agreed to in writing between the

<PAGE>

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

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

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

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

    Section 6.07 Officers' Certificate as Evidence.
                 __________________________________
    Except as otherwise provided in Sections 6.01 and 6.02,
whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or omitting any
action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of
negligence, willful misconduct or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by
an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence, willful misconduct or
bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

<PAGE>

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

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

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

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

    Section 6.09 Resignation or Removal of Trustee.
                 __________________________________
    (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice of
such resignation to the Company and by mailing notice thereof, at
the Company's expense, to the holders of the Debt Securities at
their addresses as they shall appear on the Debt Security
Register. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee or trustees by written
instrument, in duplicate, executed by order of its Board of
Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no
successor Trustee shall have been so appointed and have accepted
appointment within 30 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning
Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee, or any Securityholder who has
been a bona fide holder of a Debt Security or Debt Securities for
at least six months may, subject to the provisions of Section
5.09, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a
successor Trustee. Such court
may thereupon, after such notice, if any, as it may deem proper
and prescribe, appoint a successor Trustee.

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

        (i) the Trustee shall fail to comply with the provisions
   of the last paragraph of Section 6.08 after written request
 therefor by the Company or by any

<PAGE>


    Securityholder who has been a bona fide holder of a Debt
    Security or Debt Securities for at least six months;

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

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

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

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

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

    Section 6.10 Acceptance by Successor Trustee.

    Any successor Trustee appointed as provided in Section 6.09
shall execute, acknowledge and deliver to the Company and to its
predecessor Trustee an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable
to confirm that all of the rights, powers, trusts and duties of
the retiring Trustee shall be vested in the successor Trustee,
and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations with respect to the Debt
Securities of its predecessor hereunder, with like effect as if
originally named as Trustee herein; but, nevertheless, on the
written request of the Company or of the successor Trustee, the
Trustee

<PAGE>

ceasing to act shall, upon payment of the amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver
an instrument transferring to such successor Trustee all the
rights and powers of the Trustee so ceasing to act and shall duly
assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder. Upon
request of any such successor Trustee, the Company shall execute
any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor Trustee all such
rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or
collected by such Trustee to secure any amounts then due it
pursuant to the provisions of Section 6.06.

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

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

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

    Section 6.11 Succession by Merger, etc.
                 _________________________
    Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties
hereto, provided, that such corporation shall be otherwise
eligible and qualified under this Article.

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

<PAGE>

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

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

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

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

<PAGE>

                         ARTICLE VII
                CONCERNING THE SECURITYHOLDERS

    Section 7.01 Action by Securityholders.
                 _________________________
    Whenever in this Indenture it is provided that the holders of
a specified percentage in aggregate principal amount of the Debt
Securities or aggregate liquidation amount of the Capital
Securities may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of
taking any such action the holders of such specified percentage
have joined therein may be evidenced (a) by any instrument or any
number of instruments of similar tenor executed by such
Securityholders or holders of Capital Securities, as the case may
be, in person or by agent or proxy appointed in writing, or (b)
by the record of such holders of Debt Securities voting in favor
thereof at any meeting of such Securityholders duly called and
held in accordance with the provisions of Article VIII or of such
holders of Capital Securities duly called and held in accordance
with the provisions of the Declaration, or (c) by a combination
of such instrument or instruments and any such record of such a
meeting of such Securityholders or holders of Capital Securities,
as the case may be, or (d) by any other method the Trustee deems
satisfactory.


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

    Section 7.02 Proof of Execution by Securityholders.
                 ______________________________________
    Subject to the provisions of Sections 6.01, 6.02 and 8.05,
proof of the execution of any instrument by a Securityholder or
such Securityholder's agent or proxy shall be sufficient if made
in accordance with such reasonable rules and regulations as may
be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Debt Securities
shall be proved by the Debt Security Register or by a certificate
of the Debt Security registrar. The Trustee may require such
additional proof of any matter referred to in this  Section as it
shall deem necessary.

<PAGE>

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

    Section 7.03 Who Are Deemed Absolute Owners.

                  _______________________________
    Prior to due presentment for registration of transfer of any
Debt Security, the Company, the Trustee, any Authenticating
Agent, any Paying Agent, any transfer agent and any Debt Security
registrar may deem the Person in whose name such Debt Security
shall be registered upon the Debt Security Register to be, and
may treat such Person as, the absolute owner of such Debt
Security (whether or not such Debt Security shall be overdue) for
the purpose of receiving payment of or on account of the
principal of and premium, if any, and interest on such Debt
Security and for all other purposes; and none of the Company, the
Trustee, any Authenticating Agent, any Paying Agent, any transfer
agent or any Debt Security registrar shall be affected by any
notice to the contrary. All such payments so made to any holder
for the time being or upon such holder's order shall be valid,
and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon any
such Debt Security.

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

    Section 7.05 Revocation of Consents; Future Holders Bound.
                 ____________________________________________
    At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action
by the holders of the percentage in aggregate principal
amount of the Debt Securities specified in this Indenture in
connection with such action, any holder (in cases where no record
date has been set pursuant to Section 7.01) or any holder as of
an applicable record date (in cases where a record date has been
set pursuant to Section 7.01) of a Debt Security (or any Debt
Security issued in whole or in part in exchange or substitution
therefor) the serial number of which is shown by the evidence to
be included in the Debt Securities the holders of which have
consented to such action may, by filing written notice with the
Trustee at the Principal Office of the Trustee and upon proof of
holding as provided in

<PAGE>

Section 7.02, revoke such action so far as concerns such Debt
Security (or so far as concerns the principal amount represented
by any exchanged or substituted Debt Security). Except as
aforesaid any such action taken by the holder of any Debt
Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debt Security, and of
any Debt Security issued in exchange or substitution therefor or
on registration of transfer thereof, irrespective of whether or
not any notation in regard thereto is made upon such Debt
Security or any Debt Security issued in exchange or substitution
therefor.

                           ARTICLE VIII
                    SECURITYHOLDERS' MEETINGS

    Section 8.01 Purposes of Meetings.
                 _____________________
    A meeting of Securityholders may be called at any time and
from time to time pursuant to the provisions of this Article VIII
for any of the following purposes:

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

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

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

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

    Section 8.02 Call of Meetings by Trustee.
                 ___________________________
    The Trustee may at any time call a meeting of Securityholders
to take any action specified in Section 8.01, to be held at such
time and at such place in The City of New York, the Borough of
Manhattan, or Wilmington, Delaware, as the Trustee shall
determine. Notice of every meeting of the Securityholders,
setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting,
shall be mailed to holders of Debt Securities affected at their
addresses as they shall appear on the Debt Securities Register.
Such notice shall be mailed not less than 20 nor more than 180
days prior to the date fixed for the meeting.

    Section 8.03 Call of Meetings by Company or Securityholders.
                 ______________________________________________
    In case at any time the Company pursuant to a Board
Resolution, or the holders of at least 10% in aggregate principal
amount of the Debt Securities, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting
of Securityholders, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting,
and the

<PAGE>

Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such
Securityholders may determine the time and the place in
Harrisburg, Pennsylvania for such meeting and may call such
meeting to take any action authorized in Section 8.01, by mailing
notice thereof as provided in Section 8.02.

    Section 8.04 Qualifications for Voting.
                 _________________________
    To be entitled to vote at any meeting of Securityholders, a
Person shall be (a) a holder of one or more Debt Securities or
(b) a Person appointed by an instrument in writing as proxy by a
holder of one or more Debt Securities. The only Persons who shall
be entitled to be present or to speak at any meeting of
Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its
counsel.

    Section 8.05 Regulations.
                 ___________
    Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof
of the holding of Debt Securities and of the appointment of
proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall
deem appropriate.

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

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

    Section 8.06 Voting.
                 ______
    The vote upon any resolution submitted to any meeting of
holders of Debt Securities with respect to which such meeting is
being held shall be by written ballots on which shall be
subscribed the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the
Debt Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at

<PAGE>

the meeting for or against any resolution and who shall make and
file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 8.02.
The record shall show the serial numbers of the Debt Securities
voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the
Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.

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

    Section 8.07 Quorum; Actions.

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

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

<PAGE>


affirmative vote of the holders of not less than such specified
percentage in aggregate principal amount of the Debt Securities
then outstanding.

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

                        ARTICLE IX
                  SUPPLEMENTAL INDENTURES

    Section 9.01 Supplemental Indentures without Consent of
                 __________________________________________
                 Securityholders.
                 _______________
    The Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto, without the consent
of the Securityholders, for one or more of the following
purposes:

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

    (b) to add to the covenants of the Company such further
covenants, restrictions or conditions for the protection of the
holders of Debt Securities as the Board of Directors shall
consider to be for the protection of the holders of such Debt
Securities, and to make the occurrence, or the occurrence and
continuance, of a Default in any of such additional covenants,
restrictions or conditions a Default or an Event of Default
permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant,
restriction or condition such supplemental indenture may provide
for a particular period of grace after Default (which period may
be shorter or longer than that allowed in the case of other
Defaults) or may provide for an immediate enforcement upon such
Default or may limit the remedies available to the Trustee upon
such default;

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

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

<PAGE>

    (e) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Debt
Securities and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.10;

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

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

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

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

    Section 9.02 Supplemental Indentures with Consent of
                 _______________________________________
                 Securityholders.
                 ________________
    With the consent (evidenced as provided in Section 7.01) of
the holders of a majority in aggregate principal amount of the
Debt Securities at the time outstanding affected by such
supplemental indenture, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act, then
in effect, applicable to indentures qualified thereunder) for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights
of the holders of the Debt Securities; provided, however, that no
such supplemental indenture shall, without the consent of the
holders of each Debt Security then outstanding and affected
thereby, (i) change the Maturity
Date of any Debt Security, or reduce the principal amount thereof
or any premium thereon, or reduce the rate (or manner of
calculation of the rate) or extend the time of payment of
interest thereon, or reduce (other than as a result of the
maturity or earlier redemption of any such Debt Security in
accordance with the terms of this Indenture and such Debt
Security) or increase the aggregate principal amount of Debt
Securities then outstanding, or change any of the redemption
provisions, or make the principal thereof or any interest or
premium thereon payable in any coin or currency other than United
States Dollars, or impair or affect the right of any
Securityholder to institute suit for payment thereof, or (ii)
reduce the aforesaid percentage of Debt Securities the holders of
which are required to consent to any such supplemental indenture;
and provided, further, that if the Debt Securities are held by
the Trust or the trustee of the Trust, such supplemental
indenture shall not be effective until the holders of a majority
in aggregate

<PAGE>

liquidation amount of the outstanding Capital Securities shall
have consented to such supplemental indenture; provided, further,
that if the consent of the Securityholder of each
outstanding Debt Security is required, such supplemental
indenture shall not be effective until each holder of the
outstanding Capital Securities shall have consented to such
supplemental indenture.

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

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

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

    Section 9.03 Effect of Supplemental Indentures.

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

    Section 9.04 Notation on Debt Securities.
                 ___________________________
    Debt Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to the
provisions of this Article IX may bear a notation as to any
matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Debt Securities so
modified as to conform, in the opinion of the Board of Directors
of the Company, to any modification of this Indenture contained
in any such supplemental indenture may be prepared and executed
by the Company, authenticated by the Trustee or the
Authenticating Agent and delivered in exchange for the Debt
Securities then outstanding.

<PAGE>

    Section 9.05 Evidence of Compliance of Supplemental
                 _______________________________________
                 Indenture to be Furnished to Trustee.
                 _______________________________________
    The Trustee, subject to the provisions of Sections 6.01 and
6.02, shall, in addition to the documents required by Section
14.06, receive an Officers' Certificate as conclusive evidence
that any supplemental indenture executed pursuant hereto complies
with the requirements of this Article IX. The Trustee shall also
receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article IX is
authorized or permitted by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee under the
provisions of this Article IX to join in the execution thereof.

                          ARTICLE X
                 REDEMPTION OF SECURITIES

    Section 10.01 Optional Redemption.
                  ___________________
    The Company shall have the right, subject to the receipt by
the Company of the prior approval from the Federal Reserve, if
then required under applicable capital guidelines or policies of
the Federal Reserve, to redeem the Debt Securities, in whole or
(provided that all accrued and unpaid interest has been paid on
all Debt Securities for all Interest Periods terminating on or
prior to such date) from time to time in part, on any Interest
Payment Date on or after November 23, 2009 (each, an "Optional
Redemption Date"), at the Optional Redemption Price.

    Section 10.02 Special Event Redemption.
                  ________________________
    If a Special Event shall occur and be continuing, the Company
shall have the right, subject to the receipt by the Company of
prior approval from the Federal Reserve, if then required under
applicable capital guidelines or policies of the Federal Reserve,
to redeem the Debt Securities, in whole but not in part, at any
time within 90 days following the occurrence of such Special
Event (the "Special Redemption Date"), at the Special Redemption
Price.

    Section 10.03 Notice of Redemption; Selection of Debt
                  _______________________________________
                  Securities.
                  __________
    In case the Company shall desire to exercise the right to
redeem all, or, as the case may be, any part of the Debt
Securities, it shall fix a date for redemption and shall mail, or
cause the Trustee to mail (at the expense of the Company), a
notice of such redemption at least 30 and not more than 60 days
prior to the date fixed for redemption to the holders of Debt
Securities so to be redeemed as a whole or in part at their last
addresses as the same appear on the Debt Security Register. Such
mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have
been duly given, whether or not the holder receives such notice.
In any case, failure to give such notice by mail or any defect in
the notice to the holder of any Debt Security designated for
redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Debt Security.

    Each such notice of redemption shall specify the CUSIP
number, if any, of the Debt Securities to be redeemed, the date
fixed for redemption, the price (or manner of calculation of the
price) at which Debt Securities are to be redeemed, the place or
places of

<PAGE>

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

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

    The Company will give the Trustee notice not less than 45 nor
more than 75 days prior to the date fixed for redemption as to
the price at which the Debt Securities are to be redeemed and the
aggregate principal amount of Debt Securities to be redeemed and
the Trustee shall select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Debt
Securities or portions thereof (in integral multiples of $1,000)
to be redeemed.

    Section 10.04 Payment of Debt Securities Called for
                  _______________________________________
                  Redemption.
                  ___________
    If notice of redemption has been given as provided in Section
10.03, the Debt Securities or portions of Debt Securities with
respect to which such notice has been given shall become due and
payable on the related Optional Redemption Date or Special
Redemption Date (as the case may be) and at the place or places
stated in such notice at the applicable price therefor, together
with unpaid interest accrued thereon to said Optional Redemption
Date or the Special Redemption Date (as the case may be), and on
and after said Optional Redemption Date or the Special Redemption
Date (as the case may be) (unless the Company shall default in
the payment of such Debt Securities at the redemption price,
together with unpaid interest accrued thereon to said date)
interest on the Debt Securities or portions of Debt Securities so
called for redemption shall cease to accrue. On presentation and
surrender of such Debt Securities at a place of payment specified
in said notice, such Debt Securities or the specified portions
thereof shall be paid and redeemed by the Company at the
applicable price therefor, together with unpaid interest, if any,
accrued thereon to said Optional Redemption Date or the Special
Redemption Date (as the case may be); provided, however, that
interest payable on any Interest Payment Date on or prior to said
Optional Redemption Date or the Special Redemption Date will be
paid to the holders on the relevant regular record date.

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

<PAGE>

                           ARTICLE XI
            CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

    Section 11.01 Company May Consolidate, etc., on Certain
                  _________________________________________
                  Terms.
                  ______
    Nothing contained in this Indenture or in the Debt Securities
shall prevent any consolidation or merger of the Company with or
into any other corporation or corporations (whether or not
affiliated with the Company) or successive consolidations or
mergers in which the Company or its successor or successors shall
be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of all or substantially all of the
property or capital stock of the Company or its successor or
successors to any other corporation (whether or not affiliated
with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, that the Company
hereby covenants and agrees that (i) upon any such consolidation,
merger (where the Company is not the surviving corporation),
sale, conveyance, transfer or other disposition, the successor
entity shall be a corporation organized and existing under the
laws of the United States or any state thereof or the District of
Columbia (unless such corporation has (1) agreed to make all
payments due in respect of the Debt Securities or, if
outstanding, the Trust Securities and the Capital Securities
Guarantee without withholding or deduction for, or on account of,
any taxes, duties, assessments or other governmental charges
under the laws or regulations of the jurisdiction of organization
or residence (for tax purposes) of such corporation or any
political subdivision or taxing authority thereof or therein
unless required by applicable law, in which case such corporation
shall have agreed to pay such additional amounts as shall be
required so that the net amounts received and retained by the
holders of such Debt Securities or Trust Securities, as the case
may be, after payment of all taxes (including withholding taxes),
duties, assessments or other governmental charges, will be equal
to the amounts that such holders would have received and retained
had no such taxes (including withholding taxes), duties,
assessments or other governmental charges been imposed, (2)
irrevocably and unconditionally consented and submitted to the
jurisdiction of any United States federal court or New York state
court, in each case located in the Borough of Manhattan, The City
of New York, in respect of any action, suit or proceeding against
it arising out of or in connection with this Indenture, the Debt
Securities, the Capital Securities Guarantee or the Declaration
and irrevocably and unconditionally waived, to the fullest extent
permitted by law, any objection to the laying of venue in any
such court or that any such action, suit or proceeding has been
brought in an inconvenient forum and (3) irrevocably appointed an
agent in The City of New York for service of process in any
action, suit or proceeding referred to in clause (2) above) and
such corporation expressly assumes all of the obligations of the
Company under the Debt Securities, this Indenture, the Capital
Securities Guarantee and the Declaration and (ii) after giving
effect to any such consolidation, merger, sale, conveyance,
transfer or other disposition, no Default or Event of Default
shall have occurred and be continuing.

    Section 11.02 Successor Entity to be Substituted.
                  ___________________________________
    In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition contemplated in Section 11.01 and
upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and reasonably
satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and premium, if any, and interest on
all of the Debt Securities and the due and punctual performance
and observance

<PAGE>

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

    Section 11.03 Opinion of Counsel to be Given to Trustee.
                  _________________________________________
    The Trustee, subject to the provisions of Sections 6.01 and
6.02, shall receive, in addition to the Opinion of Counsel
required by Section 9.05, an Opinion of Counsel as conclusive
evidence that any consolidation, merger, sale, conveyance,
transfer or other disposition, and any assumption, permitted or
required by the terms of this Article XI complies with the
provisions of this Article XI.

                            ARTICLE XII
              SATISFACTION AND DISCHARGE OF INDENTURE

    Section 12.01 Discharge of Indenture.
                  ______________________
When (a) the Company shall deliver to the Trustee for
cancellation all Debt Securities theretofore authenticated (other
than any Debt Securities which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in
Section 2.06) and not theretofore canceled, or (b) all the Debt
Securities not theretofore canceled or delivered to the Trustee
for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to
be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in
trust, funds, which shall be immediately due and payable,
sufficient to pay at maturity or upon redemption all of the Debt
Securities (other than any Debt Securities which shall have been
destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.06) not theretofore canceled or
delivered to the Trustee for cancellation, including principal
and premium, if any, and interest due or to become due to the
Maturity Date, any Optional Redemption Date or the Special
Redemption Date, as the case may be, but excluding, however, the
amount of any moneys for the payment of principal of and premium,
if any, or interest on the Debt Securities (1) theretofore repaid
to the Company in accordance with the provisions of Section
12.04, or (2) paid to any state or to the District of

<PAGE>

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

    Section 12.02 Deposited Moneys to be Held in Trust by
                  _______________________________________
                  Trustee.
                  _______
    Subject to the provisions of Section 12.04, all moneys
deposited with the Trustee pursuant to Section 12.01 shall be
held in trust and applied by it to the payment, either directly
or through any Paying Agent (including the Company if acting as
its own Paying Agent), to the holders of the particular Debt
Securities for the payment of which such moneys have been
deposited with the Trustee, of all sums due and to become due
thereon for principal, premium, if any, and interest.

    Section 12.03 Paying Agent to Repay Moneys Held.
                  _________________________________
    Upon the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent of the Debt Securities
(other than the Trustee) shall, upon demand of the Company, be
repaid to the Company or paid to the Trustee, and thereupon such
Paying Agent shall be released from all further liability with
respect to such moneys.

    Section 12.04 Return of Unclaimed Moneys.
                  __________________________
    Any moneys deposited with or paid to the Trustee or any
Paying Agent for payment of the principal of and premium, if any,
or interest on Debt Securities and not applied but remaining
unclaimed by the holders of Debt Securities for two years after
the date upon which the principal of and premium, if any, or
interest on such Debt Securities, as the case may be, shall have
become due and payable, shall be repaid to the Company by the
Trustee or such Paying Agent on written demand; and the holder of
any of the Debt Securities shall thereafter look only to the
Company for any payment which such holder may be entitled to
collect and all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease.

<PAGE>

                            ARTICLE XIII
               IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                       OFFICERS AND DIRECTORS

    Section 13.01 Indenture and Debt Securities Solely Corporate
                  ______________________________________________
                  Obligations.
                  ____________

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

                           ARTICLE XIV
                     MISCELLANEOUS PROVISIONS

    Section 14.01 Successors.

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

    Section 14.02 Official Acts by Successor Entity.
                  _________________________________
    Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done
and performed with like force and effect by the like board,
committee, officer or other authorized Person of any entity that
shall at the time be the lawful successor of the Company.

    Section 14.03 Surrender of Company Powers.
                  ____________________________
    The Company, by instrument in writing executed by authority
of 2/3 (two thirds) of its Board of Directors and delivered to
the Trustee, may surrender any of the powers reserved
to the Company and thereupon such power so surrendered shall
terminate both as to the Company and as to any permitted
successor.

    Section 14.04 Addresses for Notices, etc.
                  __________________________
    Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or
by the Securityholders on the Company may be given or served in
writing by being deposited postage prepaid by registered or
certified mail in a post office letter box addressed (until
another address is filed by the Company with the Trustee for such
purpose) to the Company at P.O. Box 567, Mount Joy, PA 17552,
Attention: Clement M. Hoober. Any notice, direction, request or
demand by any Securityholder or the Company to

<PAGE>

or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at
the office of Wilmington Trust Company at Rodney Square North,
1100 North Market Street, Wilmington, DE 19890-0001, Attention:
Corporate Capital Markets.

    Section 14.05 Governing Law.
                  ______________
    This Indenture and the Debt Securities shall each be governed
by, and construed in accordance with, the laws of the State of
New York, without regard to conflict of laws principles of said
State other than Section 5-1401 of the New York General
Obligations Law.

    Section 14.06 Evidence of Compliance with Conditions
                  ______________________________________
                  Precedent.
                  _________
    Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture,
the Company shall furnish to the Trustee an Officers' Certificate
stating that in the opinion of the signers all conditions
precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent have been complied with (except
that no such Opinion of Counsel is required to be furnished to
the Trustee in connection with the authentication and issuance of
Debt Securities).

    Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture (except
certificates delivered pursuant to Section 3.05) shall include
(a) a statement that the person making such certificate or
opinion has read such covenant or condition and the definitions
relating thereto; (b) a brief statement as to the nature and
scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion
are based; (c) a statement that, in the opinion of such person,
he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as
to whether or not such covenant or condition has been complied
with; and (d) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

    Section 14.07 Business Day Convention.
                  _______________________
    Notwithstanding anything to the contrary contained herein, if
any Interest Payment Date after the Interest Payment Date in
November 23, 2007, other than the Maturity Date, any Optional
Redemption Date or the Special Redemption Date, falls on a day
that is not a Business Day, then any interest payable will be
paid on, and such Interest Payment Date will be moved to, the
next succeeding Business Day, and additional interest will accrue
for each day that such payment is delayed as a result thereof. If
any Interest Payment Date on or prior to the
Interest Payment Date in November 23, 2007, the Maturity Date,
any Optional Redemption Date or the Special Redemption Date falls
on a day that is not a Business Day, then the principal,
premium, if any, and/or interest payable on such date will be
paid on the next succeeding Business Day, and no additional
interest will accrue in respect of such payment made on such
next succeeding Business Day.

<PAGE>

    Section 14.08 Table of Contents, Headings, etc.
                  _________________________________
    The table of contents and the titles and headings of the
Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms
or provisions hereof.

    Section 14.09 Execution in Counterparts.
                  __________________________
    This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

    Section 14.10 Separability.
                  ____________
    In case any one or more of the provisions contained in this
Indenture or in the Debt Securities shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any
other provisions of this Indenture or of such Debt Securities,
but this Indenture and such Debt Securities shall be construed as
if such invalid, illegal or unenforceable provision had never
been contained herein or therein.

    Section 14.11 Assignment.
                  __________
    Subject to Article XI, the Company will have the right at all
times to assign any of its rights or obligations under this
Indenture and the Debt Securities to a direct or indirect wholly
owned Subsidiary of the Company; provided, however, that, in the
event of any such assignment, the Company will remain liable for
all such obligations. Subject to the foregoing, this Indenture is
binding upon and inures to the benefit of the parties hereto and
their respective successors and assigns. This Indenture may not
otherwise be assigned by the parties thereto.

    Section 14.12 Acknowledgment of Rights.
                  ________________________
    The Company acknowledges that, with respect to any Debt
Securities held by the Trust or a trustee of the Trust, if such
trustee of the Trust fails to enforce its rights under this
Indenture as the holder of Debt Securities held as the assets of
the Trust after the holders of a majority in aggregate
liquidation amount of the outstanding Capital Securities of the
Trust have so directed in writing such trustee, a holder of
record of such Capital Securities may, to the fullest extent
permitted by law, institute legal proceedings directly against
the Company to enforce such trustee's rights under this Indenture
without first instituting any legal proceedings
against such trustee or any other Person. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing
and such event is attributable to the failure of the Company to
pay interest or premium, if any, on or principal of the Debt
Securities on the date such interest, premium, if any, or
principal is otherwise due and payable (or, in the case of
redemption, on the related Optional Redemption Date or the
Special Redemption Date (as the case may be)), the
Company acknowledges that a holder of outstanding Capital
Securities of the Trust may directly institute a proceeding
against the Company for enforcement of payment to such holder
directly of the principal of or premium, if any, or interest on
the Debt Securities having an aggregate principal amount equal to
the aggregate liquidation amount of the Capital Securities of
such

<PAGE>

holder on or after the respective due date (or Optional
Redemption Date or Special Redemption Date (as the case may be))
specified in the Debt Securities.

                            ARTICLE XV
                 SUBORDINATION OF DEBT SECURITIES
    Section 15.01 Agreement to Subordinate.
                  _________________________
    The Company covenants and agrees, and each holder of Debt
Securities issued hereunder and under any supplemental indenture
(the "Additional Provisions") by such holder's acceptance thereof
likewise covenants and agrees, that all Debt Securities shall be
issued subject to the provisions of this Article XV; and each
holder of a Debt Security, whether upon original
issue or upon transfer or assignment thereof, accepts and agrees
to be bound by such provisions.

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

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

    Section 15.02 Default on Senior Indebtedness.
                  ________________________________
    In the event and during the continuation of any default by
the Company in the payment of principal, premium, interest or any
other payment due on any Senior Indebtedness of the Company
following any applicable grace period, or in the event that the
maturity of any Senior Indebtedness of the Company has been
accelerated because of a default, and such acceleration has not
been rescinded or canceled and such Senior Indebtedness has not
been paid in full, then, in either case, no payment shall be made
by the Company with respect to the payments due on the Debt
Securities.

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

    Section 15.03 Liquidation; Dissolution; Bankruptcy.
                  ____________________________________
    Upon any payment by the Company or distribution of assets of
the Company of any kind or character, whether in cash, property
or securities, to creditors upon any dissolution,

<PAGE>

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

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

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

<PAGE>

consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article XI of this Indenture. Nothing in
Section 15.02 or in this Section shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06 of
this Indenture.

    Section 15.04 Subrogation.
                  ___________
    Subject to the payment in full of all Senior Indebtedness of
the Company, the Securityholders shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the
Company applicable to such Senior Indebtedness until all payments
due on the Debt Securities shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the
holders of such Senior Indebtedness of any cash, property or
securities to which the Securityholders or the Trustee would be
entitled except for the provisions of this Article XV, and no
payment over pursuant to the provisions of this Article XV to or
for the benefit of the holders of such Senior Indebtedness by
Securityholders or the Trustee, shall, as between the Company,
its creditors other than holders of Senior Indebtedness of the
Company, and the holders of the Debt Securities be deemed to be a
payment or distribution by the Company to or on account of such
Senior Indebtedness. It is understood that the provisions of this
Article XV are, and are intended, solely for the purposes of
defining the relative rights of the holders of the Debt
Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

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


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

<PAGE>

    Section 15.05 Trustee to Effectuate Subordination.

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

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

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

    Section 15.07 Rights of the Trustee; Holders of Senior
                  ________________________________________
                  Indebtedness.
                  ____________
    The Trustee, in its individual capacity, shall be entitled to
all the rights set forth in this Article XV in respect of any
Senior Indebtedness at any time held by it, to the same extent as

<PAGE>

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

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

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

    Section 15.08 Subordination May Not Be Impaired.
                  __________________________________
    No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as herein
provided shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the
Company, or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company, with the
terms, provisions and covenants of this Indenture, regardless of
any knowledge thereof that any such holder may have or otherwise
be charged with.

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

<PAGE>

    Wilmington Trust Company, in its capacity as Trustee, hereby
accepts the trusts in this Indenture declared and provided, upon
the terms and conditions herein above set forth.

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

                                     UNION NATIONAL FINANCIAL
                                     CORPORATION
                                     By:/s/ Mark D. Gainer
                                       ____________________
                                        Name: Mark D. Gainer
                                        Title: President/CEO

                                     WILMINGTON TRUST COMPANY,
                                        as Trustee
                                     By:
                                        ___________________
                                        Name:
                                        Title:
Indenture
<PAGE>


    Wilmington Trust Company, in its capacity as Trustee, hereby
accepts the trusts in this Indenture declared and provided, upon
the terms and conditions herein above set forth.

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

                                     UNION NATIONAL FINANCIAL
                                     CORPORATION
                                     By:
                                       ____________________
                                        Name:
                                        Title:

                                     WILMINGTON TRUST COMPANY,
                                        as Trustee
                                     By:/s/Denise M. Geran
                                        ___________________
                                        Name:Denise M. Geran
                                        Title: Vice President
Indenture

<PAGE>
                                                EXHIBIT A
                                                _________

                          EXHIBIT A
                     FORM OF DEBT SECURITY
                    [FORM OF FACE OF SECURITY]

    THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE,
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE
LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE
LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN
RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER
OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY
PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO
THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),
(2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH
THE

<PAGE>

INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE,
AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

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

    THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED
ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000
IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN
DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID
AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE

<PAGE>

SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY
OR ANY INTEREST OR PARTICIPATION HEREIN.

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

 Fixed/Floating Rate Junior Subordinated Debt Security due 2034
                             of
               UNION NATIONAL FINANCIAL CORPORATION

    Union National Financial Corporation, a bank holding company
incorporated in Pennsylvania (the "Company", which term includes
any successor permitted under the Indenture (as defined herein)),
for value received, promises to pay to Wilmington Trust Company,
not in its individual capacity but solely as Institutional
Trustee for Union National Capital Trust II, a Delaware statutory
trust, or registered assigns, the principal amount of THREE
MILLION NINETY THREE THOUSAND Dollars ($3,093,000) on November
23, 2034 (the "Maturity Date") (or any Optional Redemption Date
or the Special Redemption Date, each as defined herein, or any
earlier date of acceleration of the maturity of this Debt
Security), and to pay interest on the outstanding principal
amount of this Debt Security from October 14, 2004, or from the
most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, quarterly (subject
to deferral as set forth herein) in arrears on February 23, May
23, August 23 and November 23 of each year, commencing on
November 23, 2004 (each, an "Interest Payment Date"), at a per
annum rate (the "Interest Rate") equal to (i) with respect to any
Interest Period (as defined in the Indenture) prior to the
Interest Period commencing on the Interest Payment Date in
November 23, 2007, 5.28% and (ii) with respect to any Interest
Period commencing on or after the Interest Payment Date in
November 23, 2007, LIBOR (as defined in
the Indenture), as determined on the LIBOR Determination Date (as
defined in the Indenture) for such Interest Period, plus 2.00%
(provided that the Interest Rate for any Interest Period
commencing on or after the Interest Payment Date in November 23,
2007 may not exceed the highest rate permitted by New York law,
as the same may be modified by United States law of general
application) until the principal hereof shall have been paid or
duly provided for, and on any overdue principal and (without
duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of
interest at an annual rate equal to the then applicable Interest
Rate, compounded quarterly. The amount of interest payable shall
be computed with respect to any Interest Period prior to the
Interest Period commencing on the Interest Payment Date in
November 23, 2007, on the basis of a 360-day year consisting of
twelve 30-day months and (ii) with respect to any Interest Period
commencing on or after the Interest

<PAGE>

Payment Date in November 23, 2007, on the basis of a 360-day year
and the actual number of days elapsed in such Interest Period.

    The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Debt
Security (or one or more Predecessor Securities, as defined in
the Indenture) is registered at the close of business on the
"regular record date" for such interest installment, which shall
be the fifteenth day prior to such Interest Payment Date, whether
or not such day is a Business Day (as defined herein). Any such
interest installment (other than Deferred Interest (as defined
herein)) not punctually paid or duly provided for shall forthwith
cease to be payable to the holders on such regular record date
and may be paid to the Person in whose name this Debt Security
(or one or more Predecessor Securities) is registered at the
close of business on a special
record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the holders
of the Debt Securities not less than 10 days prior to such
special record date, all as more fully provided in the Indenture.

    Payment of the principal of and premium, if any, and interest
on this Debt Security due on the Maturity Date, any Optional
Redemption Date or the Special Redemption
Date, as the case may be, shall be made in immediately available
funds against presentation and surrender of this Debt Security at
the office or agency of the Trustee maintained for that purpose
in Wilmington, Delaware, or at the office or agency of any other
Paying Agent appointed by the Company maintained for that purpose
in Wilmington, Delaware or Harrisburg, Pennsylvania. Payment of
interest on this Debt Security due on any Interest Payment Date
other than the Maturity Date, any Optional Redemption Date or the
Special Redemption Date, as the case may be, shall be made at the
option of the Company by check mailed to the holder thereof at
such address as shall appear in the Debt Security Register or by
wire transfer of immediately available funds to an account
appropriately designated by the holder hereof. Notwithstanding
the foregoing, so long as the holder of this Debt Security is the
Institutional Trustee, payment of the principal of and premium,
if any, and interest on this Debt Security shall be made in
immediately available funds when due at such place and to such
account as may be designated by the Institutional Trustee. All
payments in respect of this Debt Security shall be payable in any
coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private
debts.

    Notwithstanding anything to the contrary contained herein, if
any Interest Payment Date after the Interest Payment Date in
November 23, 2007, other than the Maturity Date, any Optional
Redemption Date or the Special Redemption Date, falls on a day
that is not a Business Day, then any interest payable will be
paid on, and such Interest Payment Date will be moved to, the
next succeeding Business Day, and additional interest will accrue
for each day that such payment is delayed as a result thereof. If
any Interest Payment Date on or prior to the
Interest Payment Date in November, 23, 2007, the Maturity Date,
any Optional Redemption Date or the Special Redemption Date falls
on a day that is not a Business Day, then the principal,
premium, if any, and/or interest payable on such date will be
paid on the next succeeding Business Day, and no additional
interest will accrue in respect of such payment made on such
next succeeding Business Day.

<PAGE>

    So long as no Event of Default has occurred and is
continuing, the Company shall have the right, from time to time
and without causing an Event of Default, to defer payments of
interest on the Debt Securities by extending the interest payment
period on the Debt Securities at any time and from time to time
during the term of the Debt Securities, for up to 20 consecutive
quarterly periods (each such extended interest payment period,
together with all previous and further consecutive extensions
thereof, is referred to herein as an "Extension Period"). No
Extension Period may end on a date other than an Interest Payment
Date or extend beyond the
Maturity Date, any Optional Redemption Date or the Special
Redemption Date, as the case may be. During any Extension Period,
interest will continue to accrue on the Debt Securities, and
interest on such accrued interest (such accrued interest and
interest thereon referred to herein as "Deferred Interest") will
accrue at an annual rate equal to the Interest Rate applicable
during such Extension Period, compounded quarterly from the date
such Deferred Interest would have been payable were it not for
the Extension Period, to the extent permitted by applicable law.
No interest or Deferred Interest (except any Additional Amounts
(as defined in the Indenture) that may be due and payable) shall
be due and payable during an Extension Period, except at the end
thereof. At the end of any Extension Period, the Company shall
pay all Deferred Interest then accrued and unpaid on the Debt
Securities; provided, however, that during any Extension Period,
the Company may not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital
stock, (ii) make any payment of principal of or premium, if any,
or interest on or repay, repurchase or redeem any debt securities
of the Company that rank pari passu in all respects with or
junior in interest to the Debt Securities or (iii) make any
payment under any guarantees of the Company that rank in all
respects pari passu with or junior in respect to the Capital
Securities Guarantee (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Company (A)
in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of one or more
employees, officers, directors or consultants, (B) in connection
with a dividend reinvestment or stockholder stock purchase plan
or (C) 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 such Extension Period, (b) as a result of
any exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a subsidiary of
the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for
any class or series of the Company's capital stock, (c) the
purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with
any stockholder's rights plan, or the issuance of rights, stock
or other property under any stockholder's rights plan, or the
redemption or repurchase of rights pursuant thereto or (e) any
dividend in the form of stock, warrants, options or other rights
where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that
on which the dividend is being paid or ranks pari passu with or
junior to such stock). Prior to the termination of any Extension
Period, the Company may further extend such Extension Period,
provided, that no Extension Period (including all previous and
further consecutive extensions that are part of such Extension
Period) shall exceed 20 consecutive quarterly periods. Upon the
termination of any Extension Period and upon the payment of all
Deferred Interest, the Company may commence a new Extension
Period, subject to the foregoing requirements. The Company must
give the Trustee notice of its election to begin or extend an

<PAGE>

Extension Period at least one Business Day prior to the regular
record date applicable to the next succeeding Interest Payment
Date.

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

    The Company waives diligence, presentment, demand for
payment, notice of nonpayment, notice of protest, and all other
demands and notices.

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

    The provisions of this Debt Security are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at
this place.

    This Debt Security may contain more than one counterpart of
the signature page and this Debt Security may be executed and
authenticated by the affixing of the signature of a
proper officer of the Company, and the signature of the Trustee
providing authentication, to any of such counterpart signature
pages. All of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as
though the Company had executed, and the Trustee had
authenticated, a single signature page.

<PAGE>

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

                                    UNION NATIONAL FINANCIAL
                                    CORPORATION
                                    By: _________________
                                        Name:
                                        Title:
Dated: ______________________, ____

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

                                    WILMINGTON TRUST COMPANY,
                                       not in its individual
                                  capacity but solely as
                                       the Trustee
                                    By:___________________
                                        Authorized Officer
Dated: ______________________, ____

<PAGE>

                 [FORM OF REVERSE OF SECURITY]

    This Debt Security is one of a duly authorized series of debt
securities of the Company (collectively, the "Debt Securities"),
all issued or to be issued pursuant to an Indenture (the
"Indenture"), dated as of October 14, 2004, duly executed and
delivered between the Company and Wilmington Trust Company, as
Trustee (the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company
and the holders of the Debt Securities of which this Debt
Security is a part.

    Upon the occurrence and continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event (each, a
"Special Event"), the Company shall have the right to redeem this
Debt Security, at its option, in whole with all other Debt
Securities but not in part, at any time, within 90 days following
the occurrence of such Special Event (the "Special
Redemption Date"), at the Special Redemption Price (as defined
herein).

    The Company shall also have the right to redeem this Debt
Security at its option, in whole or (provided that all accrued
and unpaid interest has been paid on all Debt Securities for
all Interest Periods terminating on or prior to such date) from
time to time in part, on any Interest Payment Date on or after
November 23, 2009 (each, an "Optional Redemption Date"), at the
Optional Redemption Price (as defined herein).

    Any redemption pursuant to the preceding two paragraphs will
be made, subject to receipt by the Company of prior approval from
the Board of Governors of the Federal Reserve System (the
"Federal Reserve") if then required under applicable capital
guidelines or policies of the Federal Reserve, upon not less than
30 days' nor more than 60 days' prior written notice. If
the Debt Securities are only partially redeemed by the Company,
the Debt Securities will be redeemed pro rata or by any other
method utilized by the Trustee. In the event of redemption of
this Debt Security in part only, a new Debt Security or Debt
Securities for the unredeemed portion hereof will be issued in
the name of the holder hereof upon the cancellation hereof.

    "Optional Redemption Price" means an amount in cash equal to
100% of the principal amount of this Debt Security being redeemed
plus unpaid interest accrued thereon to the related Optional
Redemption Date.

    "Special Redemption Price" means, with respect to the
redemption of this Debt Security following a Special Event, an
amount in cash equal to 104.00% of the principal amount
of this Debt Security to be redeemed prior to November 23, 2005
and thereafter equal to the percentage of the principal amount of
this Debt Security that is specified below for the Special
Redemption Date plus, in each case, unpaid interest accrued
thereon to the Special Redemption Date:

<PAGE>
<TABLE>

Special Redemption During the 12-Month          Percentage of
    Period Beginning November 23,              Principal Amount
    _____________________________              ________________
<C>                                                <C>
2005                                               103.20%
2006                                               102.40%
2007                                               101.60%
2008                                               100.84%
2009 and thereafter                                100.00%
</TABLE>

    In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of
the Debt Securities may be declared, and, in certain cases,
shall ipso facto become, due and payable, and upon any such
declaration of acceleration shall become due and payable, in each
case, in the manner, with the effect and subject to the
conditions provided in the Indenture.

    The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of a majority in
aggregate principal amount of the Debt Securities at the time
outstanding affected thereby, as specified in the Indenture, to
execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or
of modifying in any manner the rights of the holders of the Debt
Securities; provided, however, that no such supplemental
indenture shall, among other things, without the consent of the
holders of each Debt Security then outstanding and affected
thereby (i) change the Maturity Date of any Debt Security, or
reduce the principal amount thereof or any premium thereon, or
reduce the rate (or manner of calculation of the rate) or extend
the time of payment of interest thereon, or reduce (other than as
a result of the maturity or earlier redemption of any such Debt
Security in accordance with the terms of the Indenture and such
Debt Security) or increase the aggregate principal amount of Debt
Securities then outstanding, or change any of the redemption
provisions, or make the principal thereof or any interest or
premium thereon payable in any coin or currency other than United
States Dollars, or impair or affect the right of any holder to
institute suit for payment thereof, or (ii) reduce the aforesaid
percentage of Debt Securities the
holders of which are required to consent to any such supplemental
indenture. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Debt
Securities at the time outstanding, on behalf of the holders of
all the Debt Securities, to waive any past default in the
performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture, and its consequences,
except (a) a default in payments due in respect of any of the
Debt Securities, (b) in respect of covenants or provisions of the
Indenture which cannot be modified or amended without the consent
of the holder of each Debt Security
affected, or (c) in respect of the covenants of the Company
relating to its ownership of Common Securities of the Trust. Any
such consent or waiver by the holder of this Debt Security
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon

<PAGE>

all future holders and owners of this Debt Security and of any
Debt Security issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective
of whether or not any notation of such consent or waiver is made
upon this Debt Security.

    No reference herein to the Indenture and no provision of this
Debt Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to make all payments due on this Debt Security at the time and
place and at the rate and in the money herein prescribed.

    As provided in the Indenture and subject to certain
limitations herein and therein set forth, this Debt Security is
transferable by the holder hereof on the Debt Security Register
(as defined in the Indenture) of the Company, upon surrender of
this Debt Security for registration of transfer at the office or
agency of the Trustee in Wilmington, Delaware, or at any other
office or agency of the Company in Wilmington, Delaware or
Harrisburg, Pennsylvania accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or
the Trustee duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more
new Debt Securities of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees. No service charge will be made for any
such registration of transfer, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax, fee or
other governmental charge payable in relation thereto as
specified in the Indenture.

    Prior to due presentment for registration of transfer of this
Debt Security, the Company, the Trustee, any Authenticating
Agent, any Paying Agent, any transfer agent and the Debt Security
registrar may deem and treat the holder hereof as the absolute
owner hereof (whether or not this Debt Security shall be overdue
and notwithstanding any notice of ownership
or writing hereon) for the purpose of receiving payment of the
principal of and premium, if any, and interest on this Debt
Security and for all other purposes, and none of the Company, the
Trustee, any Authenticating Agent, any Paying Agent, any transfer
agent or any Debt Security registrar shall be affected by any
notice to the contrary.

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

    The Debt Securities are issuable only in registered
certificated form without coupons.

    No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this Debt Security, or for any
claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture, against any
incorporator, stockholder, officer, director, employee or agent,
past, present or future, as such, of the Company or of any
predecessor or successor corporation of the Company, whether by
virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.

<PAGE>

    All terms used but not defined in this Debt Security shall
have the meanings assigned to them in the Indenture.

    THIS DEBT SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES OF SAID STATE OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.