EXHIBIT 4.6

                           FIRST MERCHANTS CORPORATION

                                       AND

             WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION (formerly
           known as First Union Trust Company, National Association),
                              AS INDENTURE TRUSTEE

                                    INDENTURE

             JUNIOR SUBORDINATED DEBT SECURITIES, ISSUABLE IN SERIES

                           Dated as of April 17, 2002

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS........................................................1
      1.1     Definitions of Terms...........................................1
ARTICLE II DEBENTURES........................................................8
      2.1     Forms Generally................................................8
      2.2     Amount Unlimited; Issuable in Series...........................8
      2.3     Date and Denomination of Debentures...........................10
      2.4     Execution and Authentications.................................12
      2.5     Registration of Transfer and Exchange.........................13
      2.6     Temporary Debentures..........................................15
      2.7     Mutilated, Destroyed, Lost or Stolen Debentures...............15
      2.8     Cancellation..................................................16
      2.9     Benefit of Indenture..........................................16
      2.10    Authenticating Agent..........................................16
      2.11    Global Debentures.............................................17
      2.12    CUSIP Numbers.................................................18
ARTICLE III PARTICULAR COVENANTS OF THE COMPANY.............................18
      3.1     Payment of Principal and Interest.............................18
      3.2     Maintenance of Agency.........................................19
      3.3     Paying Agents.................................................19
      3.4     Appointment to Fill Vacancy in Office of Trustee..............20
      3.5     Compliance with Consolidation Provisions......................20
      3.6     Limitation on Transactions....................................20
      3.7     Covenants as to the Trusts....................................21
      3.8     Waiver of Usury, Stay or Extension Laws.......................22
ARTICLE IV DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
                TRUSTEE ....................................................22
      4.1     Company to Furnish Trustee Names and Addresses of
                Debentureholders. ..........................................22
      4.2     Preservation of Information Communications with
                Debentureholders. ..........................................22
      4.3     Reports by the Company........................................23
      4.4     Reports by the Trustee........................................23
ARTICLE V REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT..24
      5.1     Events of Default.............................................24
      5.2     Collection of Indebtedness and Suits for Enforcement by
                Trustee. ...................................................25
      5.3     Application of Moneys Collected...............................27
      5.4     Limitation on Suits...........................................27
      5.5     Rights and Remedies Cumulative; Delay or Omission not Waiver..28
      5.6     Control by Debentureholders...................................29
      5.7     Undertaking to Pay Costs......................................29
      5.8     Direct Action; Right of Set-Off...............................30
ARTICLE VI CONCERNING THE TRUSTEE...........................................30
      6.1     Certain Duties and Responsibilities of the Trustee............30


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      6.2     Notice of Defaults............................................31
      6.3     Certain Rights of Trustee.....................................32
      6.4     Trustee Not Responsible for Recitals, etc.....................33
      6.5     May Hold Debentures...........................................33
      6.6     Moneys Held in Trust..........................................33
      6.7     Compensation and Reimbursement................................33
      6.8     Reliance on Officers' Certificate.............................34
      6.9     Disqualification:  Conflicting Interests......................34
      6.10    Corporate Trustee Required; Eligibility.......................34
      6.11    Resignation and Removal; Appointment of Successor.............35
      6.12    Acceptance of Appointment by Successor........................36
      6.13    Merger, Conversion, Consolidation or Succession to Business...37
      6.14    Preferential Collection of Claims Against the Company.........37
ARTICLE VII CONCERNING THE DEBENTUREHOLDERS.................................38
      7.1     Evidence of Action by Holders.................................38
      7.2     Proof of Execution by Debentureholders........................38
      7.3     Who May Be Deemed Owners......................................39
      7.4     Certain Debentures Owned by Company Disregarded...............39
      7.5     Actions Binding on Future Debentureholders....................39
ARTICLE VIII SUPPLEMENTAL INDENTURES........................................40
      8.1     Supplemental Indentures Without the Consent of
                Debentureholders. ..........................................40
      8.2     Supplemental Indentures with Consent of Debentureholders......41
      8.3     Effect of Supplemental Indentures.............................41
      8.4     Debentures Affected by Supplemental Indentures................42
      8.5     Execution of Supplemental Indentures..........................42
ARTICLE IX SUCCESSOR CORPORATION............................................43
      9.1     Company May Consolidate, etc..................................43
      9.2     Successor Corporation Substituted.............................43
      9.3     Evidence of Consolidation, etc. to Trustee....................44
ARTICLE X SATISFACTION AND DISCHARGE........................................44
      10.1    Satisfaction and Discharge of Indenture.......................44
      10.2    Discharge of Obligations......................................45
      10.3    Deposited Moneys to be Held in Trust..........................45
      10.4    Payment of Monies Held by Paying Agents.......................45
      10.5    Repayment to Company..........................................45
ARTICLE XI IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS..46
      11.1    No Recourse...................................................46
ARTICLE XII MISCELLANEOUS PROVISIONS........................................46
      12.1    Effect on Successors and Assigns..............................46
      12.2    Actions by Successor..........................................46
      12.3    Surrender of Company Powers...................................47
      12.4    Notices.......................................................47
      12.5    Governing Law.................................................47
      12.6    Treatment of Debentures as Debt...............................47
      12.7    Compliance Certificates and Opinions..........................47


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      12.8    Payments on Business Days.....................................48
      12.9    Conflict with Trust Indenture Act.............................48
      12.10   Counterparts..................................................48
      12.11   Severability..................................................48
      12.12   Assignment....................................................48
      12.13   Acknowledgment of Rights......................................49
ARTICLE XIII SUBORDINATION OF DEBENTURES....................................49
      13.1    Agreement to Subordinate......................................49
      13.2    Default on Senior Debt, Subordinated Debt or
                 Additional Senior Obligations..............................49
      13.3    Liquidation; Dissolution; Bankruptcy..........................50
      13.4    Subrogation...................................................51
      13.5    Trustee to Effectuate Subordination...........................52
      13.6    Notice by the Company.........................................52
      13.7    Rights of the Trustee; Holders of Senior Indebtedness.........53
      13.8    Subordination May Not be Impaired.............................53


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                              CROSS-REFERENCE TABLE

      SECTION OF
      TRUST INDENTURE ACT                                     SECTION OF
      OF 1939, AS AMENDED                                      INDENTURE

      310(a)........................................................6.10
      310(b).........................................................6.9
             .......................................................6.11
      310(c)..............................................Not Applicable
      311(a)........................................................6.14
      311(b)........................................................6.14
      311(c)..............................................Not Applicable
      312(a).........................................................4.1
            ......................................................4.2(a)
      312(b)......................................................4.2(c)
      312(c)......................................................4.2(c)
      313(a)......................................................4.4(a)
      313(b)......................................................4.4(b)
      313(c)......................................................4.4(a)
             .....................................................4.4(b)
      313(d)......................................................4.4(c)
      314(a)......................................................4.3(a)
      314(b)..............................................Not Applicable
      314(c)........................................................12.7
      314(d)..............................................Not Applicable
      314(e)........................................................12.7
      314(f)..............................................Not Applicable
      315(a)......................................................6.1(a)
             ........................................................6.3
      315(b).........................................................6.2
      315(c)......................................................6.1(a)
      315(d)......................................................6.1(b)
      315(e).........................................................5.7
      316(a).........................................................1.1
             ........................................................5.6
      316(b)......................................................5.4(b)
      316(c)......................................................7.1(b)
      317(a).........................................................5.2
      317(b).........................................................3.3
      318(a)........................................................12.9

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


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                                    INDENTURE

     THIS  INDENTURE,  dated  as of  April  17,  2002  between  FIRST  MERCHANTS
CORPORATION,  an Indiana corporation (the "Company") and WACHOVIA TRUST COMPANY,
NATIONAL  ASSOCIATION  (formerly  known as First Union Trust  Company,  National
Association) (the "Trustee");

                                    RECITALS

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the  execution  and  delivery of this  Indenture  to provide for the issuance of
securities  from time to time to be issued  in one or more  series  (hereinafter
referred to as the  "Debentures")  up to such principal amount or amounts as may
from time to time be authorized,  the form and substance of such  Debentures and
the terms, provisions and conditions thereof to be set forth as provided in this
Indenture;

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

     WHEREAS,  all  requirements  necessary  to  make  this  Indenture  a  valid
instrument in accordance with its terms have been  performed,  and the execution
and delivery of this Indenture have been duly authorized in all respects;

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

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

     NOW, THEREFORE, in consideration of the premises, it is mutually covenanted
and agreed as follows for the equal and ratable benefit of the holders from time
to time of the Debentures or a series thereof, as follows:

                                   ARTICLE I

                                   DEFINITIONS

     1.1 Definitions of Terms.

     The terms  defined in this  Section 1.1 (except as in this  Indenture or in
any indenture  supplemental  hereto 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 1.1 and shall include the plural as well as the singular. All other
terms used in this  Indenture  that are defined in the Trust  Indenture  Act, or
that are by reference in the Trust  Indenture Act defined in the  Securities Act
(except as herein or in any indenture  supplemental  hereto otherwise  expressly
provided  or unless the context  otherwise  requires),  shall

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have the meanings  assigned to such terms in the Trust  Indenture Act and in the
Securities Act as in force at the date of the execution of this instrument.  All
accounting  terms used herein and not expressly  defined shall have the meanings
assigned  to  such  terms  in  accordance  with  Generally  Accepted  Accounting
Principles.  The words  "herein,"  "hereof" and  "hereunder"  and other words of
similar  import refer to this  Indenture  and not any Article,  Section or other
subdivision headings.

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

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

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

     "Authenticating  Agent" means an  authenticating  agent with respect to the
Debentures appointed by the Trustee pursuant to Section 2.10.

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

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

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

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


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     "Certificate"  means  a  certificate  signed  by  the  principal  executive
officer,  the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company.  The Certificate need not comply
with the provisions of Section 12.7.

     "Certificate of  Authentication"  shall mean the certificate  issued by the
Trustee or the  Authenticating  Agent as to the form of a Debenture issued under
the Indenture.

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

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

     "Company" means First Merchants  Corporation,  a corporation duly organized
and  existing  under  the laws of the  State of  Indiana,  and,  subject  to the
provisions of Article IX, shall also include its successors and assigns.

     "Corporate  Trust Office" means the office of the Trustee at which,  at any
particular time, its corporate trust business shall be principally administered,
which  office at the date  hereof is  located  at One  Rodney  Square,  920 King
Street, Suite 102 Wilmington, Delaware 19801, Attention: Corporate Trust Trustee
Administration.

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

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

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

     "Debenture Register" shall have the meaning set forth in Section 2.5(b).

     "Debenture Registrar" shall have the meaning set forth in Section 2.5(b).

     "Debt"  means with respect to any Person,  whether  recourse is to all or a
portion of the assets of such  Person and whether or not  contingent,  (i) every
obligation  of such Person for money  borrowed;  (ii) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or businesses;  (iii) every reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (iv) every  obligation of such Person issued or
assumed as the deferred  purchase  price of property or services


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(but excluding  trade  accounts  payable or accrued  liabilities  arising in the
ordinary course of business); (v) every capital lease obligation of such Person;
and (vi) and every obligation of the type referred to in clauses (i) through (v)
of another Person and all dividends of another  Person the payment of which,  in
either case, such Person has guaranteed or is responsible or liable, directly or
indirectly, as obligor or otherwise.

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

     "Defaulted Interest" shall have the meaning set forth in Section 2.3.

     "Depositary"  shall mean,  with respect to  Debentures  of any series,  for
which the  Company  shall  determine  that such  Debentures  will be issued as a
Global  Debenture,  The Depositary  Trust Company,  New York, New York,  another
clearing  agency,  or any successor  registered  as a clearing  agency under the
Exchange Act or other  applicable  statute or regulation,  which,  in each case,
shall be designated by the Company pursuant to Section 2.11.

     "Direct Action" shall have the meaning set forth in Section 5.8.

     "Event  of  Default"  means,  with  respect  to the  Debentures,  any event
specified in Section 5.1,  which has  continued  for the period of time, if any,
and after the giving of the notice, if any, therein designated.

     "Exchange Act," means the Securities  Exchange Act of 1934, as amended,  as
in effect at the date of execution of this Indenture.

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

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

     "Global  Debenture"  means,  with  respect to any series of  Debentures,  a
Debenture of such series executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the  Depositary's  instruction,  all in accordance
with the  Indenture,  which shall be registered in the name of the Depositary or
its nominee.

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


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amount payable to the holder of such depositary receipt from any amount received
by the  custodian  in respect of the  Governmental  Obligation  or the  specific
payment of principal of or interest on the Governmental  Obligation evidenced by
such depositary receipt.

     "Indenture" means this instrument as originally  executed or as it may from
time to time be supplemented  or amended by one or more indentures  supplemental
hereto entered into in accordance with the terms hereof and that may include the
terms of a  particular  series of  Debentures  established  as  contemplated  by
Section 2.2.

     "Interest  Payment  Date,"  when used with  respect to any  installment  of
interest on a Debenture of any  particular  series  means the date  specified in
such Debenture or in a Board Resolution or in an indenture  supplemental  hereto
with  respect to the  Debentures  as the fixed date on which an  installment  of
interest with respect to the Debentures is due and payable.

     "Officers'  Certificate"  means a certificate signed by the President or an
Executive Vice President and by the Chief Financial  Officer or the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company
that is delivered to the Trustee in accordance with the terms hereof.  Each such
certificate shall include the statements provided for in Section 12.7, if and to
the extent required by the provisions thereof.

     "Opinion of Counsel"  means an opinion in writing of  independent,  outside
legal  counsel for the Company that is  delivered  to the Trustee in  accordance
with the terms hereof.  Each such opinion shall include the statements  provided
for in Section 12.7, if and to the extent required by the provisions thereof.

     "Outstanding,"  when used in  reference  to  Debentures  of any  particular
series,  means,  subject to the  provisions of Section 7.4, as of any particular
time, all such Debentures theretofore authenticated and delivered by the Trustee
under this Indenture,  except (a) Debentures theretofore canceled by the Trustee
or any paying  agent,  or  delivered  to the  Trustee  or any  paying  agent for
cancellation or that have  previously been canceled;  (b) Debentures or portions
thereof  for  the  payment  or  redemption  of  which  moneys  or   Governmental
Obligations in the necessary  amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and  segregated  in trust by the Company (if the Company  shall act as its
own paying agent);  provided,  however,  that if such  Debentures or portions of
such Debentures are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided herein,  or provision  satisfactory
to the Trustee shall have been made for giving such notice;  and (c)  Debentures
in lieu of or in  substitution  for  which  other  Debentures  shall  have  been
authenticated  and  delivered  pursuant to the terms of Section  2.5;  provided,
however,  that in determining whether the holders of the requisite percentage of
Debentures  have  given  any  request,  notice,  consent  or  waiver  hereunder,
Debentures  held by the Company or any  Affiliate  of the  Company  shall not be
included; provided, further, that the Trustee shall be protected in relying upon
any  request,  notice,  consent or waiver  unless a  Responsible  Officer of the
Trustee  shall have actual  knowledge  that the holder of such  Debenture is the
Company or an Affiliate thereof.


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<PAGE>

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

     "Predecessor  Debenture" of any particular  Debenture  means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular  Debenture;  and, for the purposes of this definition,  any Debenture
authenticated  and delivered  under Section 2.7 in lieu of a lost,  destroyed or
stolen  Debenture  shall  be  deemed  to  evidence  the same  debt as the  lost,
destroyed or stolen Debenture.

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

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

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

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

     "Securities  Act," means the  Securities  Act of 1933,  as  amended,  as in
effect at the date of execution of this instrument.

     "Senior Debt" means the principal of (and premium, if any) and interest, if
any  (including  interest  accruing  on or after the filing of any  petition  in
bankruptcy  or for  reorganization  relating to the Company  whether or not such
claim for  post-petition  interest  is  allowed  in such  proceeding),  on Debt,
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding,  it is provided that such  obligations are not
superior  in right of payment to the  Debentures  or to other Debt which is pari
passu with, or subordinated to, the Debentures,  provided,  however, that Senior
Debt  shall not be deemed to  include  (i) any Debt of the  Company  which  when
incurred and without respect to any election under section 1111(b) of the United
States Bankruptcy Code of 1978, as amended, was without recourse to the Company;
(ii) any Debt owed to any employee of the  Company;  (iii) any Debt which by its
terms is subordinated to trade accounts payable or accrued  liabilities  arising
in the  ordinary  course of  business to the extent  that  payments  made to the
holders  of such  Debt by the  holders  of the  Debentures  as a  result  of the
subordination  provisions of this


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Indenture  would be greater than they  otherwise  would have been as a result of
any obligation of such holders to pay amounts over to the obligees on such trade
accounts  payable  or accrued  liabilities  arising  in the  ordinary  course of
business as a result of subordination  provisions to which such Debt is subject;
and (iv) any Debt which constitutes Subordinated Debt.

     "Senior Indebtedness" shall have the meaning set forth in Section 13.1.

     "Subordinated  Debt"  means  the  principal  of (and  premium,  if any) and
interest,  if any  (including  interest  accruing  on or after the filing of any
petition in bankruptcy or for reorganization  relating to the Company whether or
not such claim for  post-petition  interest is allowed in such  proceeding),  on
Debt,  whether  incurred on or prior to the date of this Indenture or thereafter
incurred,  which is by its terms expressly provided to be junior and subordinate
to Senior Debt of the Company (other than the  Debentures);  provided,  however,
that Subordinated Debt will not be deemed to include (i) any Debt of the Company
which when incurred and without respect to any election under section 1111(b) of
the United States  Bankruptcy Code of 1978, as amended,  was without recourse to
the Company;  (ii) any Debt owed to any employee of the Company;  (iii) any Debt
which by its  terms  is  subordinated  to  trade  accounts  payable  or  accrued
liabilities  arising in the  ordinary  course of  business  to the  extent  that
payments  made to the  holders of such Debt by the  holders of the  Subordinated
Debentures as a result of the  subordination  provisions of this Indenture would
be greater than they otherwise  would have been as a result of any obligation of
such holders to pay amounts over to the obligees on such trade accounts  payable
or accrued liabilities arising in the ordinary course of business as a result of
subordination  provisions  to which  such Debt is  subject;  (iv) any Debt which
constitutes  Senior Debt; and (v) any Debt of the Company under debt  securities
(and  guarantees in respect of these debt  securities)  initially  issued to any
trust, or a trustee of a trust,  partnership or other entity affiliated with the
Company that is, directly or indirectly,  a financing  vehicle of the Company in
connection  with the  issuance by that entity of preferred  securities  or other
securities which are intended to qualify for Tier 1 capital treatment.

     "Subsidiary"  means,  with respect to any Person,  (i) any  corporation  at
least a majority of whose  outstanding  Voting Stock shall at the time be owned,
directly or indirectly,  by such Person or by one or more of its Subsidiaries or
by  such  Person  and  one  or  more  of  its  Subsidiaries;  (ii)  any  general
partnership,  limited liability company, joint venture, trust or similar entity,
at least a majority of whose outstanding  partnership or similar interests shall
at the time be owned by such Person, or by one or more of its  Subsidiaries,  or
by such  Person  and one or more of its  Subsidiaries;  and  (iii)  any  limited
partnership  of  which  such  Person  or any of its  Subsidiaries  is a  general
partner.

     "Trust"  means each  statutory  business  trust  created for the purpose of
issuing its undivided  beneficial  interests in connection  with the issuance of
Debentures under this Indenture.

     "Trust Agreement" with respect to a Trust,  means the governing  instrument
of such Trust, as amended from time to time.

     "Trustee" means Wachovia Trust Company, National Association,  and, subject
to the  provisions of Article VI, shall also include its successors and assigns,
and,  if at any time  there is more  than one  Person  acting  in such  capacity
hereunder, "Trustee" shall mean each such Person.


                                       7
<PAGE>

     "Trust  Indenture  Act," means the Trust Indenture Act of 1939, as amended,
subject to the  provisions  of Sections  8.1,  8.2, and 9.1, as in effect at the
date of execution of this instrument.

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

     "Voting Stock," as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however  designated)
in such Person  having  ordinary  voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares,  interests,
participations  or other  equivalents  having  such  power only by reason of the
occurrence of a contingency.

                                   ARTICLE II

                                   DEBENTURES

     2.1 Forms Generally.

          (a) The Debentures of each series shall be in  substantially  the form
     as established by or pursuant to a Board  Resolution and as set forth in an
     Officer's  Certificate  of  the  Company  or  in  one  or  more  indentures
     supplemental hereto, in each case with appropriate  insertions,  omissions,
     substitutions,  and other  variations  as are required or permitted by this
     Indenture,   and  may  have  such  letters,   numbers  or  other  marks  of
     identification  and such legends or  endorsements  placed thereon as may be
     required to comply with any law or with any rules made pursuant  thereto or
     with  any  rules  of any  securities  exchange,  all as  may,  consistently
     herewith,  be  determined  by the  officers of the Company  executing  such
     Debentures, as evidenced by their execution of the Debentures.

          (b) The form of the Trustee's  Certificate of Authentication  shall be
     in substantially the following form:

          This  is one of  the  Debentures  of  the  series  designated  therein
          referred  to  in  the  within-mentioned   Indenture  and  [__________]
          Supplemental Indenture.


            WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
            as Trustee

            By:________________________________
                    Authorized Signatory

     2.2 Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Debentures which may be authenticated and
delivered under this Indenture is unlimited. The Debentures may be issued in one
or more series up to the


                                       8
<PAGE>

aggregate  principal  amount  of  securities  of that  series  from time to time
authorized  by or pursuant to a Board  Resolution  of the Company or pursuant to
one or more indentures supplemental hereto, subject,  however, to subsection (c)
of the definition of "Outstanding"  in Section 1.1 and the following  subsection
(b) of this  Section 2.2.  Prior to the initial  issuance of  Debentures  of any
series,  there shall be established in or pursuant to a Board  Resolution of the
Company and set forth in an Officers'  Certificate of the Company or established
in one or more indentures supplemental hereto:

          (a) the title of the Debentures of the series (which shall distinguish
     the Debentures of the series from all other Debentures);

          (b) any limit upon the aggregate principal amount of the Debentures of
     the series which may be  authenticated  and delivered  under this Indenture
     (except for Debentures  authenticated  and delivered upon  registration  of
     transfer  of, or in exchange  for, or in lieu of, other  Debentures  of the
     series pursuant to the terms of this Indenture);

          (c) the date or dates on which the  principal of and premium,  if any,
     on the Debentures of the series is payable;

          (d) the rate or rates at which the Debentures of the series shall bear
     interest,  if any, or the method by which such interest may be  determined,
     the date or dates from which  such  interest  shall  accrue,  the  Interest
     Payment  Dates on which  such  interest  shall be  payable or the manner of
     determination  of such Interest  Payment Dates and the record dates for the
     determination  of holders to whom  interest is payable on any such Interest
     Payment Dates;

          (e) the place or places where the principal  of, and premium,  if any,
     and any interest on Debentures of the series shall be payable;

          (f) the right, if any, to extend the interest  payment periods and the
     duration of such extension;

          (g) the price or prices at which,  the period or periods  within which
     and the terms and  conditions  upon which  Debentures  of the series may be
     prepaid or  redeemed,  in whole or in part,  at the option of the  Company,
     pursuant to any sinking fund or otherwise;

          (h) the obligation, if any, of the Company to prepay, redeem, purchase
     or repay Debentures of the series pursuant to any sinking fund or analogous
     provisions or at the option of a  Debentureholder  thereof and the price or
     prices at which,  and the period or periods within which, and the terms and
     conditions upon which, Debentures of the series shall be prepaid, redeemed,
     purchased or repaid, in whole or in part, pursuant to such obligation;

          (i) the  denominations  in which  Debentures  of the  series  shall be
     issuable;


                                       9
<PAGE>

          (j)  any  Events  of  Default  with  respect  to the  Debentures  of a
     particular series, if not set forth herein;

          (k) the form of the Debentures of the series including the form of the
     Certificate  of  Authentication  of such series  (which shall be consistent
     with Section 2.1(b));

          (l) any trustee,  authenticating  or paying  agents,  warrant  agents,
     transfer  agents or  registrars  with  respect  to the  Debentures  of such
     series;

          (m) whether the  Debentures  of the series shall be issued in whole or
     in part in the form of one or more Global Debentures and, in such case, the
     Depositary for such Global Debenture or Debentures,  and whether beneficial
     owners  of  interests  in any such  Global  Debentures  may  exchange  such
     interests  for other  Debentures  of such series in the manner  provided in
     Section 2.5, and the manner and the circumstances under which and the place
     or places  where any such  exchanges  may occur if other than in the manner
     provided in Section 2.5, and any other terms of the series  relating to the
     global  nature of the Global  Debentures  of such series and the  exchange,
     registration or transfer thereof and the payment of any principal  thereof,
     or interest or premium, if any, thereon; and

          (n)  any  other  terms  of  the  series  (which  terms  shall  not  be
     inconsistent with the provisions of this Indenture).

     All Debentures of any one series shall be substantially identical except as
to  denomination  and except as may otherwise be provided in or pursuant to such
resolution  of the  Board of  Directors  or in any such  indenture  supplemental
hereto.

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

     2.3 Date and Denomination of Debentures.

     The Debentures shall be issuable in such form and in such  denominations as
shall be  specified as  contemplated  by Section 2.2. In the absence of any such
specification  with respect to the  Debentures of any series,  the Debentures of
such series shall be issuable as registered  Debentures  without  coupons and in
the  denominations  of $25 and any multiple  thereof.  The  Debentures  shall be
numbered,  lettered, or otherwise  distinguished in such manner or in accordance
with such plans as the officers of the Company  executing the same may determine
with  the  approval  of  the  Trustee  as  evidenced   by  the   execution   and
authentication thereof.

     Every  Debenture  shall be dated the date of its  authentication,  shall be
payable on such dates and shall bear  interest,  if any, from the date set forth
on the face of the Debenture,  in each case, as contemplated by Section 2.2. The
interest installment on any Debenture that is payable, and is punctually paid or
duly  provided for, on any Interest  Payment Date for  Debentures of that series


                                       10
<PAGE>

shall  be paid to the  Person  in  whose  name  said  Debenture  (or one or more
Predecessor  Debentures)  is  registered at the close of business on the regular
record date for such interest installment.  In the event that any Debenture of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Debenture will be
paid upon  presentation  and surrender of such  Debenture as provided in Section
3.2.

     Any interest on any Debenture that is payable,  but is not punctually  paid
or duly provided for, on any Interest Payment Date for any Debenture of the same
series (herein called "Defaulted  Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder, and such Defaulted  Interest shall be paid by the Company,  at
its election, as provided in clause (a) or clause (b) below:

          (a)  The  Company  may  make  payment  of any  Defaulted  Interest  on
     Debentures  to the  Persons  in  whose  names  such  Debentures  (or  their
     respective Predecessor  Debentures) 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  Debenture  and the date of the proposed  payment,  and at the
     same time the  Company  shall  deposit  with the Trustee an amount of money
     equal  to the  aggregate  amount  proposed  to be paid in  respect  of such
     Defaulted  Interest or shall make arrangements  satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited  to be held in trust for the benefit of the  Persons  entitled to
     such Defaulted  Interest as in this clause provided.  Thereupon the Trustee
     shall fix a special record date for the payment of such Defaulted  Interest
     which  shall not be more than 15 nor less than 10 days prior to the date of
     the  proposed  payment  and not less than 10 days after the  receipt by the
     Trustee of the notice of the proposed  payment.  The Trustee shall promptly
     notify the Company of such special  record date and, in the name and at the
     expense of the Company,  shall cause notice of the proposed payment of such
     Defaulted Interest and the special record date therefor to be mailed, first
     class postage prepaid, to each Debenture holder at his or her address as it
     appears  in the  Debenture  Register,  not less than 10 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  Debentures (or their  respective  Predecessor  Debentures)  are
     registered  on such  special  record  date and shall be no  longer  payable
     pursuant to the following clause (b).

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

     Unless  otherwise set forth in a Board  Resolution of the Company or one or
more  indentures  supplemental  hereto  establishing  the terms of any series of
Debentures  pursuant to Section 2.2


                                       11
<PAGE>

hereof, the term "regular record date" as used in this Section with respect to a
series of Debentures  with respect to any Interest  Payment Date for such series
shall mean either the  fifteenth  day of the month in which an Interest  Payment
Date  established for such series pursuant to Section 2.2 hereof shall occur, if
such  Interest  Payment Date is the last day of a month,  or the last day of the
month  immediately  preceding  the  month  in  which an  Interest  Payment  Date
established  for such series pursuant to Section 2.2 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month,  whether or not such date
is a Business Day.

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

     2.4 Execution and Authentications.

          (a) The  Debentures  shall be signed on behalf of the  Company  by its
     President  or one of its Vice  Presidents  or Chief  Financial  Officer  or
     Treasurer,  attested by its Secretary,  one of its Assistant Secretaries or
     one of its Vice  Presidents.  Signatures  may be in the form of a manual or
     facsimile  signature.  The Company may use the  facsimile  signature of any
     Person who shall have been a President or Vice President thereof, or of any
     Person who shall have been a  Secretary  or  Assistant  Secretary  thereof,
     notwithstanding  the  fact  that  at  the  time  the  Debentures  shall  be
     authenticated and delivered or disposed of such Person shall have ceased to
     be the  President  or a Vice  President,  or the  Secretary or an Assistant
     Secretary,  of the Company (and any such signature  shall be binding on the
     Company).   The   Debentures  may  contain  such   notations,   legends  or
     endorsements  required by law, stock exchange rule or usage. Each Debenture
     shall be dated the date of its authentication by the Trustee.

          (b) A Debenture shall not be valid until authenticated  manually by an
     authorized  signatory of the Trustee,  or by an Authenticating  Agent. Such
     signature shall be conclusive  evidence that the Debenture so authenticated
     has been duly authenticated and delivered  hereunder and that the holder is
     entitled to the benefits of this Indenture.

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

          (d) In  authenticating  such  Debentures  and accepting the additional
     responsibilities  under this Indenture in relation to such Debentures,  the
     Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
     fully protected in relying upon:


                                       12
<PAGE>

               (i) a copy  of  any  Board  Resolution  or  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 of the Company;

               (ii) an executed supplemental indenture, if any;

               (iii) an Officers'  Certificate  setting forth the form and terms
          of the Debentures as required pursuant to Section 2.1 and Section 2.2,
          respectively; and

               (iv) an Opinion of Counsel  prepared in  accordance  with Section
          12.7 which shall also state:

                    (1)  that the form of such  Debentures has been  established
                         by  or  pursuant  to  a  resolution  of  the  Board  of
                         Directors or by supplemental  indenture as permitted by
                         Section 2.1 in conformity  with the  provisions of this
                         Indenture;

                    (2)  that the terms of such Debentures have been established
                         by  or  pursuant  to  a  resolution  of  the  Board  of
                         Directors or by supplemental  indenture as permitted by
                         Section 2.2 in conformity  with the  provisions of this
                         Indenture;

                    (3)  that such Debentures,  when authenticated and delivered
                         by the  Trustee and issued by the Company in the manner
                         and subject to any conditions specified in such Opinion
                         of Counsel,  will constitute  valid and legally binding
                         obligations of the Company;

                    (4)  that  all  laws  and  requirements  in  respect  of the
                         execution and delivery by the Company of the Debentures
                         have been  complied  with and that  authentication  and
                         delivery  of the  Debentures  by the  Trustee  will not
                         violate the terms of the Indenture; and

                    (5)  such  other  matters  as  the  Trustee  may  reasonably
                         request.

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

     2.5 Registration of Transfer and Exchange.

          (a)  Subject to  Section  2.2(m),  Debentures  may be  exchanged  upon
     presentation  thereof at the office or agency of the Company designated for
     such purpose in  Wilmington,  Delaware,  or at the office of the  Debenture
     Registrar,   for  other   Debentures  of  the  same  series  in  authorized
     denominations,  upon payment of a sum  sufficient to cover any tax or other
     governmental  charge in relation  thereto,  all as


                                       13
<PAGE>

     provided in this Section 2.5. In respect of any  Debentures so  surrendered
     for exchange, the Company shall execute, the Trustee shall authenticate and
     such office or agency shall  deliver in exchange  therefor the Debenture or
     Debentures that the  Debentureholder  making the exchange shall be entitled
     to receive, bearing numbers not contemporaneously outstanding.

          (b) The  Company  shall  keep,  or cause to be kept,  at its office or
     agency  designated  for such  purpose in  Wilmington,  Delaware,  or at the
     office of the Debenture  Registrar or such other location designated by the
     Company a register  or  registers  (herein  referred  to as the  "Debenture
     Register")  in  which,  subject  to  such  reasonable  regulations  as  the
     Debenture   Registrar  may  prescribe,   the  Company  shall  register  the
     Debentures  and the  transfers of Debentures as in this Article II provided
     and  which at all  reasonable  times  shall be open for  inspection  by the
     Trustee.  The  registrar  for the  purpose of  registering  Debentures  and
     transfer of Debentures as herein  provided  shall  initially be the Trustee
     and  thereafter  as may be appointed by the Company as  authorized by Board
     Resolution (the "Debenture Registrar").  Upon surrender for transfer of any
     Debenture  at the  office  or  agency of the  Company  designated  for such
     purpose, the Company shall execute, the Trustee shall authenticate and such
     office or agency shall deliver in the name of the transferee or transferees
     a new  Debenture  or  Debentures  of the same  series for a like  aggregate
     principal amount.  All Debentures  presented or surrendered for exchange or
     registration  of  transfer,  as  provided  in this  Section  2.5,  shall be
     accompanied (if so required by the Company or the Debenture Registrar) by a
     written instrument or instruments of transfer,  in form satisfactory to the
     Company or the Debenture Registrar,  duly executed by the registered holder
     or by such holder's duly authorized attorney in writing.

          (c) No service  charge shall be made for any exchange or  registration
     of transfer of  Debentures,  or issue of new  Debentures in case of partial
     redemption,  but the  Company may require  payment of a sum  sufficient  to
     cover any tax or other governmental charge in relation thereto,  other than
     exchanges  pursuant  to  Section  2.6 and  Section  8.4 not  involving  any
     transfer.

          (d) The  Company  shall  not be  required  (i) to issue,  exchange  or
     register the transfer of any  Debentures of the same series during a period
     beginning  at the opening of business 15 days before the day of the mailing
     of a notice of  redemption of less than all the  Outstanding  Debentures of
     the same  series  and  ending at the close of  business  on the day of such
     mailing; nor (ii) to register the transfer of or exchange any Debentures or
     portions thereof called for redemption.

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


                                       14
<PAGE>

     2.6 Temporary Debentures.

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

     2.7 Mutilated, Destroyed, Lost or Stolen Debentures.

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


                                       15
<PAGE>

          (b) Every  replacement  Debenture issued pursuant to the provisions of
     this Section 2.7 shall constitute an additional  contractual  obligation of
     the  Company  whether  or not the  mutilated,  destroyed,  lost  or  stolen
     Debenture  shall be found at any time,  or be  enforceable  by anyone,  and
     shall  be  entitled  to all the  benefits  of this  Indenture  equally  and
     proportionately  with any and all other  Debentures duly issued  hereunder.
     All Debentures shall be held and owned upon the express  condition that the
     foregoing  provisions  are  exclusive  with respect to the  replacement  or
     payment  of  mutilated,  destroyed,  lost or stolen  Debentures,  and shall
     preclude  (to the  extent  lawful)  any and all other  rights or  remedies,
     notwithstanding  any law or statute  existing or  hereafter  enacted to the
     contrary  with  respect  to  the   replacement  or  payment  of  negotiable
     instruments or other securities without their surrender.

     2.8 Cancellation.

     All Debentures surrendered for the purpose of payment, redemption, exchange
or  registration  of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for  cancellation,  or, if surrendered to the
Trustee,  shall be  canceled  by it, and no  Debentures  shall be issued in lieu
thereof  except as expressly  required or permitted by any of the  provisions of
this  Indenture.  On request of the Company at the time of such  surrender,  the
Trustee shall deliver to the Company canceled Debentures held by the Trustee. In
the absence of such  request the Trustee may dispose of canceled  Debentures  in
accordance with its standard procedures and deliver a certificate of disposition
to the Company.  If the Company shall  otherwise  acquire any of the Debentures,
however,  such acquisition  shall not operate as a redemption or satisfaction of
the  indebtedness  represented by such Debentures  unless and until the same are
delivered to the Trustee for cancellation.

     2.9 Benefit of Indenture.

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

     2.10 Authenticating Agent.

          (a) So long as any of the Debentures  remain  Outstanding there may be
     an   Authenticating   Agent   for  any  or  all  such   Debentures,   which
     Authenticating  Agent the  Trustee  shall have the right to  appoint.  Said
     Authenticating Agent shall be authorized to act on behalf of the Trustee to
     authenticate   Debentures   issued  upon  exchange,   transfer  or  partial
     redemption  thereof,  and Debentures so authenticated  shall be entitled to
     the benefits of this  Indenture and shall be valid and  obligatory  for all
     purposes as if  authenticated by the Trustee  hereunder.  All references in
     this Indenture to the  authentication of Debentures by the Trustee shall be
     deemed  to  include   authentication  by


                                       16
<PAGE>

     an Authenticating  Agent. Each Authenticating  Agent shall be acceptable to
     the  Company  and shall be a  corporation  that has a combined  capital and
     surplus,  as most recently  reported or determined by it,  sufficient under
     the laws of any jurisdiction  under which it is organized or in which it is
     doing  business  to  conduct  a  trust  business,  and  that  is  otherwise
     authorized  under  such laws to  conduct  such  business  and is subject to
     supervision or examination by federal or state authorities.  If at any time
     any  Authenticating  Agent shall cease to be  eligible in  accordance  with
     these provisions, it shall resign immediately.

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

     2.11 Global Debentures.

          (a) If the Company  shall  establish  pursuant to Section 2.2 that the
     Debentures of a particular  series are to be issued as a Global  Debenture,
     then the Company shall execute and the Trustee  shall,  in accordance  with
     Section 2.4,  authenticate  and deliver,  a Global Debenture that (i) shall
     represent,  and shall be  denominated  in an amount equal to the  aggregate
     principal amount of, all of the outstanding Debentures of such series, (ii)
     shall be  registered in the name of the  Depositary  or its nominee,  (iii)
     shall be  delivered  by the  Trustee to the  Depositary  or pursuant to the
     Depositary's  instruction and (iv) shall bear a legend substantially to the
     following  effect:  "Except as  otherwise  provided in Section  2.11 of the
     Indenture,  this  Debenture may be  transferred,  in whole but not in part,
     only to another  nominee of the Depositary or to a successor  Depositary or
     to a nominee of such successor Depositary."

          (b)   Notwithstanding  the  provisions  of  Section  2.5,  the  Global
     Debenture of a series may be  transferred,  in whole but not in part and in
     the  manner  provided  in  Section  2.5,  only to  another  nominee  of the
     Depositary  for such  series or to a successor  Depositary  for such series
     selected  or  approved  by the  Company or to a nominee  of such  successor
     Depositary.

          (c) If at any  time the  Depositary  for a  series  of the  Debentures
     notifies  the  Company  that it is  unwilling  or  unable  to  continue  as
     Depositary for such series or if at any time the Depositary for such series
     shall no longer be registered  or in good standing  under the Exchange Act,
     or other applicable statute or regulation,  and a successor  Depositary for
     such  series is not  appointed  by the  Company  within  90 days  after the
     Company  receives  such notice or becomes aware of such  condition,  as the
     case may be,  this  Section  2.11  shall no  longer  be  applicable  to the
     Debentures  of such series and the


                                       17
<PAGE>

     Company  will  execute,  and  subject  to Section  2.5,  the  Trustee  will
     authenticate  and deliver,  the  definitive  Debentures of such series,  in
     authorized denominations, and in an aggregate principal amount equal to the
     principal  amount of the Global  Debenture  of such series in exchange  for
     such Global Debenture.  In addition,  the Company may at any time determine
     that the  Debentures  of any  series  shall no longer be  represented  by a
     Global  Debenture  and that the  provisions  of this  Section 2.11 shall no
     longer apply to the  Debentures  of such series.  In such event the Company
     will execute and,  subject to Section 2.5, the Trustee,  upon receipt of an
     Officers'  Certificate  evidencing such determination by the Company,  will
     authenticate  and deliver the  definitive  Debentures  of such  series,  in
     authorized denominations, and in an aggregate principal amount equal to the
     principal  amount of the Global  Debenture  of such series in exchange  for
     such Global  Debenture.  Upon the exchange of the Global Debenture for such
     definitive Debentures,  in authorized  denominations,  the Global Debenture
     shall be cancelled by the Trustee.  Such  definitive  Debentures  issued in
     exchange for the Global Debenture pursuant to this Section 2.11(c) shall be
     registered  in such  names  and in  such  authorized  denominations  as the
     Depositary,   pursuant  to   instructions   from  its  direct  or  indirect
     participants  or otherwise,  shall instruct the Trustee.  The Trustee shall
     deliver such  definitive  Debentures to the  Depositary for delivery to the
     Persons in whose names such definitive Debentures are so registered.

     2.12 CUSIP Numbers.

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

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

     3.1 Payment of Principal and Interest.

     The  Company  covenants  and  agrees  for the  benefit  of each  series  of
Debentures  that it  shall  duly  and  punctually  pay or  cause  to be paid the
principal  of and  interest on the  Debentures  at the time and place and in the
manner  provided  herein.  Each such payment of the principal of and interest on
the Debentures  shall relate only to the Debentures,  shall not be combined with
any other payment of the principal of or interest on any other obligation of the
Company,  and shall be clearly and unmistakably  identified as pertaining to the
Debentures.


                                       18
<PAGE>

     3.2 Maintenance of Agency.

     So long as any of the  Debentures  remain  Outstanding,  the Company  shall
maintain,  or shall cause to be  maintained,  an office or agency in Wilmington,
Delaware,  and at such other  location  or  locations  as may be  designated  as
provided  in this  Section  3.2,  where (i)  Debentures  of each  series  may be
presented  for  payment;  (ii)  Debentures  of each series may be  presented  as
hereinabove  authorized  for  registration  of transfer and exchange;  and (iii)
notices and demands to or upon the Company in respect of the  Debentures of each
series and this Indenture may be given or served,  such  designation to continue
with respect to such office or agency until the Company shall, by written notice
signed by its  President or an Executive  Vice  President  and  delivered to the
Trustee, designate some other office or agency for such purposes or any of them.
If at any time the Company  shall fail to maintain any such  required  office or
agency or shall fail to furnish  the  Trustee  with the  address  thereof,  such
presentations,  notices and demands may be made or served at the Corporate Trust
Office of the Trustee,  and the Company hereby appoints the Trustee as its agent
to receive all such presentations,  notices and demands. In addition to any such
office  or  agency,  the  Company  may from time to time  designate  one or more
offices or agencies  outside of  Wilmington,  Delaware,  where the Debentures of
each series may be presented  for  registration  or transfer and for exchange in
the manner provided  herein,  and the Company may from time to time rescind such
designation as the Company may deem desirable or expedient;  provided,  however,
that no such  designation or rescission  shall in any manner relieve the Company
of its obligation to maintain any such office or agency in Wilmington, Delaware,
for the purposes  above  mentioned.  The Company  shall give the Trustee  prompt
written notice of any such designation or rescission thereof.

     3.3 Paying Agents.

          (a) The Company  shall be the  initial  paying  agent.  If the Company
     shall appoint one or more paying  agents for the  Debentures of any series,
     other than the Trustee,  the Company  shall cause each such paying agent to
     execute and deliver to the Trustee an  instrument in which such agent shall
     agree with the Trustee, subject to the provisions of this Section 3.3:

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

               (ii) that it shall give the Trustee  notice of any failure by the
          Company (or by any other obligor on the  Debentures of such series) to
          make any payment of the principal of or interest on the  Debentures of
          such series when the same shall be due and payable;

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


                                       19
<PAGE>

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

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

          (c) Notwithstanding  anything in this Section 3.3 to the contrary, (i)
     the  agreement  to hold sums in trust as  provided  in this  Section 3.3 is
     subject to the  provisions  of Section 10.3 and 10.4;  and (ii) the Company
     may at any  time,  for  the  purpose  of  obtaining  the  satisfaction  and
     discharge  with  respect to one or more or all of the series of  Debentures
     hereunder or for any other purpose, pay, or direct any paying agent to pay,
     to the Trustee all sums held in trust for any such series by the Company or
     such paying agent,  such sums to be held by the Trustee upon the same terms
     and  conditions  as those upon which such sums were held by the  Company or
     such  paying  agent;  and,  upon such  payment by any  paying  agent to the
     Trustee,  such paying  agent shall be released  from all further  liability
     with respect to such money.

     3.4 Appointment to Fill Vacancy in Office of Trustee.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee,  shall appoint,  in the manner provided in Section 6.11, a Trustee,  so
that there shall at all times be a Trustee hereunder.

     3.5 Compliance with Consolidation Provisions.

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

     3.6 Limitation on Transactions.

     If  Debentures  of any series are issued to a Trust or a Trustee of a Trust
in connection with the issuance of Trust  Securities by such Trust and (i) there
shall have occurred any event that would  constitute  an Event of Default;  (ii)
the Company shall be in default with respect to any of its obligations under the
Preferred  Securities  Guarantee  relating to such  Trust;  or (iii) the Company


                                       20
<PAGE>

shall have given  notice of its  election to defer  payments of interest on such
Debentures  by  extending  the  interest  payment  period  as  provided  in this
Indenture or any applicable  supplement hereto and such period, or any extension
thereof, shall be continuing, then (a) the Company shall not declare or pay, and
shall not allow any of its Subsidiaries to declare or pay, any dividend on, make
any  distributions  with  respect  to, or  redeem,  purchase,  acquire or make a
liquidation  payment with  respect to, any of its capital  stock (other than (A)
dividends or  distributions  in common stock of the Company or any Subsidiary of
the Company,  or any  declaration of a non-cash  dividend in connection with the
implementation of a shareholder  rights plan, or the issuance of stock under any
such plan in the future,  or the  redemption  or  repurchase  of any such rights
pursuant  thereto,  (B) purchases of common stock of the Company  related to the
rights under any benefit plans for its directors,  officers or employees, (C) as
a result of a  reclassification  of its capital  stock into another class of its
capital stock,  or (D) payments of dividends or  distributions  to the Company);
and (b) the Company shall not make, and shall not allow any of its  Subsidiaries
to make,  any  payment of  interest,  principal  or  premium,  if any, or repay,
repurchase or redeem any debt  securities  issued by the Company which rank pari
passu  with or junior to the  Debentures  of such  series or make any  guarantee
payments with respect to any guarantee by the Company of the debt  securities of
any subsidiary of the Company if such guarantee  ranks pari passu with or junior
in  interest  to  the  Debentures  of  such  series;  provided,   however,  that
notwithstanding  the  foregoing  the Company may make  payments  pursuant to its
obligations under the Preferred Securities Guarantee relating to such Trust; and
(c) the  Company  shall not  redeem,  purchase  or acquire  less than all of the
outstanding  Debentures  of  such  series  or any of  the  Preferred  Securities
relating to such Trust.

     3.7 Covenants as to the Trusts.

     In the event a series of  Debentures  is issued to a Trust or a trustee  of
such Trust in  connection  with the issuance of Trust  Securities by such Trust,
for so long as such Trust Securities remain  outstanding,  the Company shall (i)
maintain  100% direct or indirect  ownership  of the Common  Securities  of such
Trust; provided, however, that any permitted successor of the Company under this
Indenture may succeed to the Company's ownership of such Common Securities; (ii)
not voluntarily  terminate,  wind up or liquidate such Trust,  except upon prior
approval of the Federal  Reserve if then so required  under  applicable  capital
guidelines,  policies  or  regulations  of  the  Federal  Reserve  and  use  its
reasonable  efforts to cause  such Trust (a) to remain a business  trust (and to
avoid involuntary termination, winding up or liquidation),  except in connection
with a distribution  of the Debentures of such series,  the redemption of all of
the  Trust  Securities  of such  Trust or  certain  mergers,  consolidations  or
amalgamations,  each as permitted by the Trust Agreement of such Trust;  and (b)
to  otherwise  continue  not  to be  treated  as  an  association  taxable  as a
corporation or partnership for United States federal income tax purposes;  (iii)
use its  reasonable  efforts to cause each  holder of Trust  Securities  of such
Trust to be treated as owning an undivided beneficial interest in the Debentures
of such series;  and (iv) the Company,  and any successor to the Company,  shall
use best efforts to maintain the  eligibility of such  Preferred  Securities for
quotation or listing on any national  securities  exchange or other organization
on which such  Preferred  Securities  are then quoted or listed  (including,  if
applicable,  The Nasdaq National Market) and shall use best efforts to keep such
Preferred  Securities  so  quoted  or  listed  for so  long  as  such  Preferred
Securities remain outstanding. In connection with the distribution of Debentures
that  have been  issued  to a Trust in  connection  with the  issuance  of Trust
Securities  by such Trust to the holders of the Preferred


                                       21
<PAGE>

Securities issued by such Trust upon a Dissolution  Event, the Company shall use
its best efforts to list such  Debentures  on The Nasdaq  National  Market or on
such exchange or other organization as such Preferred Securities are then listed
or quoted. For so long as any Debentures remain  outstanding,  the Company shall
fulfill  all  reporting  and  filing  obligations  under the  Exchange  Act,  as
applicable to companies  having a class of securities  registered  under Section
12(b) or 12(g) thereunder.

     3.8 Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE IV

       DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     4.1 Company to Furnish Trustee Names and Addresses of Debentureholders.

     The Company  shall furnish or cause to be furnished to the Trustee (a) on a
quarterly  basis on each  regular  record date for each series of  Debentures  a
list,  in such form as the  Trustee  may  reasonably  require,  of the names and
addresses of the holders of such series of Debentures as of such regular  record
date,  provided  that the Company  shall not be obligated to furnish or cause to
furnish such list at any time that the list shall not differ in any respect from
the most recent list  furnished  to the Trustee by the Company (in the event the
Company  fails to provide such list on a quarterly  basis,  the Trustee shall be
entitled to rely on the most recent list  provided by the  Company);  and (b) at
such other times as the Trustee may request in writing  within 30 days after the
receipt by the Company of any such  request,  a list of similar form and content
as of a date not more than 15 days  prior to the time  such  list is  furnished;
provided,  however,  that, in either case, no such list need be furnished if the
Trustee shall be the Debenture Registrar.

     4.2 Preservation of Information Communications with Debentureholders.

          (a) The Trustee shall preserve,  in as current a form as is reasonably
     practicable,  all  information as to the names and addresses of the holders
     of each series of Debentures contained in the most recent list furnished to
     it as provided in Section 4.1 and as to the names and  addresses of holders
     of each series of  Debentures  received  by the Trustee in its  capacity as
     registrar for the Debentures (if acting in such capacity).

          (b) The Trustee may  destroy any list  furnished  to it as provided in
     Section 4.1 upon receipt of a new list so furnished.


                                       22
<PAGE>

          (c)  Debentureholders may communicate as provided in Section 312(b) of
     the Trust Indenture Act with other  Debentureholders  with respect to their
     rights under this Indenture or under the Debentures.

     4.3 Reports by the Company.

          (a) The Company covenants and agrees to file with the Trustee,  within
     15 days after the Company is required to file the same with the Commission,
     copies of the annual  reports and of the  information,  documents and other
     reports  (or  copies  of  such  portions  of any of  the  foregoing  as the
     Commission may from time to time by rules and  regulations  prescribe) that
     the Company may be required to file with the Commission pursuant to Section
     13 or Section 15(d) of the Exchange Act; or, if the Company is not required
     to file  information,  documents  or  reports  pursuant  to  either of such
     sections,  then to file with the Trustee and the Commission,  in accordance
     with  the  rules  and  regulations  prescribed  from  time  to  time by the
     Commission,  such of the supplementary and periodic information,  documents
     and reports that may be required pursuant to Section 13 of the Exchange Act
     in respect of a security  listed and  registered  on a national  securities
     exchange  as may be  prescribed  from  time  to  time  in  such  rules  and
     regulations.

          (b) The Company  covenants and agrees to file with the Trustee and the
     Commission,  in accordance with the rules and  regulations  prescribed from
     time to time by the Commission, such additional information,  documents and
     reports with respect to compliance by the Company with the  conditions  and
     covenants  provided for in this  Indenture as may be required  from time to
     time by such rules and regulations.

          (c) The Company  covenants and agrees to transmit by mail, first class
     postage prepaid,  or reputable overnight delivery service that provides for
     evidence of receipt, to the Debentureholders,  as their names and addresses
     appear upon the Debenture Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information,  documents and reports
     required to be filed by the Company  pursuant to subsections (a) and (b) of
     this  Section 4.3 as may be required  by rules and  regulations  prescribed
     from time to time by the Commission.

     4.4 Reports by the Trustee.

          (a) On or before  July 31 in each year in which any of the  Debentures
     are  Outstanding,  commencing  July 31, 2002, the Trustee shall transmit by
     mail, first class postage prepaid, to the Debentureholders,  as their names
     and addresses appear upon the Debenture Register, a brief report, if and to
     the extent required under Section 313(a) of the Trust Indenture Act.

          (b) The Trustee  shall  comply with  Section  313(b) and 313(c) of the
     Trust Indenture Act.

          (c) A copy of each such report shall, at the time of such transmission
     to  Debentureholders,  be filed by the Trustee with the Company,  with each
     stock exchange


                                       23
<PAGE>

     upon which any  Debentures  are  listed  (if so  listed)  and also with the
     Commission.  The Company  agrees to notify the Trustee when any  Debentures
     become listed on any stock exchange.

                                   ARTICLE V

        REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT

     5.1 Events of Default.

          (a) Unless  otherwise  provided with respect to a series of Debentures
     in an  indenture  supplemental  hereto  providing  for the creation of that
     series,  each of the following  events of default shall constitute an Event
     of Default with respect to  Debentures  of such series,  as shall any other
     events as may be  established  with respect to Debentures of that series as
     contemplated  by Section 2.2 (whatever the reason for such Event of Default
     and  whether  it  shall be  voluntary  or  involuntary  or be  effected  by
     operation of law or pursuant to any judgment,  decree or order of any court
     or any order,  rule or  regulation  of an  administrative  or  governmental
     body):

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

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

               (iii) the  Company  fails to observe or perform  any other of its
          covenants or agreements  with respect to any of the Debentures of that
          series for a period of 90 days after the date on which written  notice
          of such  failure,  requiring  the same to be remedied and stating that
          such notice is a "Notice of Default" hereunder,  shall have been given
          to the Company by the Trustee,  by registered or certified mail, or to
          the  Company  and  the  Trustee  by the  holders  of at  least  25% in
          principal  amount  of the  Debentures  of  that  series  at  the  time
          Outstanding;

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


                                       24
<PAGE>

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

          (b) In each and every such case  referred to in paragraph  (i) through
     (v) of this Section 5.1(a), unless the principal of all the Debentures with
     respect to which an Event of Default has occurred shall have already become
     due and payable,  either the Trustee or the holders of not less than 25% in
     aggregate   principal   amount  of  the  Debentures  of  such  series  then
     Outstanding  hereunder,  by notice in  writing to the  Company  (and to the
     Trustee if given by such Debentureholders) may declare the principal of all
     the Debentures of such series to be due and payable  immediately,  and upon
     any such declaration the same shall become and shall be immediately due and
     payable,  notwithstanding  anything  contained in this  Indenture or in the
     Debentures of such series.

          (c) At any time after the  principal of the  Debentures of such series
     shall have been so declared  due and  payable,  and before any  judgment or
     decree  for the  payment of the  moneys  due shall  have been  obtained  or
     entered as  hereinafter  provided,  the holders of a majority in  aggregate
     principal  amount  of  the  Debentures  of  such  series  then  Outstanding
     hereunder,  by written  notice to the Company and the Trustee,  may rescind
     and annul such  declaration  and its  consequences  if: (i) the Company has
     paid or  deposited  with the  Trustee a sum  sufficient  to pay all matured
     installments  of interest  upon all the  Debentures  of such series and the
     principal of any and all  Debentures  of such series that shall have become
     due otherwise than by acceleration (with interest upon such principal, and,
     to the extent that such payment is enforceable  under  applicable law, upon
     overdue  installments  of interest,  at the rate per annum expressed in the
     Debentures  of such series to the date of such  payment or deposit) and the
     amount  payable to the  Trustee  under  Section  6.7;  and (ii) any and all
     Events of  Default  under this  Indenture,  other  than the  nonpayment  of
     principal  on  Debentures  that shall not have  become due by their  terms,
     shall have been  remedied  or waived as  provided  in Section  5.6. No such
     rescission  and  annulment  shall extend to or shall affect any  subsequent
     default or impair any right consequent thereon.

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

     5.2 Collection of Indebtedness and Suits for Enforcement by Trustee.

          (a) The  Company  covenants  that (1) in case it shall  default in the
     payment of any  installment  of  interest on any of the  Debentures  of any
     series,  and such default shall


                                       25
<PAGE>

     have  continued for a period of 30 days; or (2) in case it shall default in
     the payment of the  principal of any of the  Debentures  of any series when
     the same shall have become due and payable,  whether  upon  maturity of the
     Debentures  of such  series  or upon  redemption  or  upon  declaration  or
     otherwise,  then, upon demand of the Trustee,  the Company shall pay to the
     Trustee,  for the benefit of the holders of the  Debentures of such series,
     the whole  amount  that then shall have  become due and payable on all such
     Debentures of such series for  principal or interest,  or both, as the case
     may be, with  interest  upon the overdue  principal and (to the extent that
     payment of such interest is  enforceable  under  applicable law and, if the
     Debentures  of such series are held by the Trust or a trustee of the Trust,
     without  duplication  of any other  amounts paid by the Trust or trustee in
     respect  thereof)  upon  overdue  installments  of interest at the rate per
     annum expressed in the Debentures of such series; and, in addition thereto,
     such further  amount as shall be sufficient to cover the costs and expenses
     of collection, and the amount payable to the Trustee under Section 6.7.

          (b) If the Company shall fail to pay such amounts set forth in Section
     5.2(a)  forthwith  upon such demand,  the  Trustee,  in its own name and as
     trustee of an express  trust,  shall be entitled and empowered to institute
     any action or  proceedings  at law or in equity for the  collection  of the
     sums so due and unpaid,  and may prosecute any such action or proceeding to
     judgment or final decree, and may enforce any such judgment or final decree
     against the Company or other obligor upon such  Debentures  and collect the
     moneys  adjudged or decreed to be payable in the manner provided by law out
     of the  property  of the  Company or other  obligor  upon such  Debentures,
     wherever situated.

          (c) In case of any receivership,  insolvency, liquidation, bankruptcy,
     reorganization,   readjustment,   arrangement,   composition   or  judicial
     proceedings  affecting the Company, any Trust, or the creditors or property
     of the Company or any Trust,  the Trustee  shall have power to intervene in
     such  proceedings  and take any action therein that may be permitted by the
     court and shall (except as may be otherwise provided by law) be entitled to
     file  such  proofs  of claim  and  other  papers  and  documents  as may be
     necessary  or  advisable  in order to have the claims of the Trustee and of
     the holders of the  Debentures  (or,  with respect to any of the  foregoing
     events  affecting  a Trust,  the  Debentures  that have been issued to such
     Trust)  allowed for the entire  amount due and payable by the Company under
     this Indenture at the date of institution of such  proceedings  and for any
     additional amount that may become due and payable by the Company after such
     date,  and to collect and receive any moneys or other  property  payable or
     deliverable  on any  such  claim,  and to  distribute  the same  after  the
     deduction of the amount  payable to the Trustee  under Section 6.7; and any
     receiver,  assignee or trustee in  bankruptcy or  reorganization  is hereby
     authorized by each of the holders of the  Debentures of each series to make
     such  payments to the  Trustee,  and,  in the event that the Trustee  shall
     consent to the making of such payments  directly to such  Debentureholders,
     to pay to the Trustee any amount due it under Section 6.7.

          (d) All rights of action and of asserting claims under this Indenture,
     or  under  any  of  the  terms  established  with  respect  to  any  of the
     Debentures, may be enforced by the Trustee without the possession of any of
     such Debentures, or the production thereof at


                                       26
<PAGE>

     any  trial or  other  proceeding  relative  thereto,  and any such  suit or
     proceeding  instituted  by the Trustee  shall be brought in its own name as
     trustee of an express  trust,  and any  recovery of judgment  shall,  after
     provision  for payment to the Trustee of any amounts due under Section 6.7,
     be for the ratable benefit of the holders of such Debentures. In case of an
     Event of Default  hereunder,  the Trustee may in its discretion  proceed to
     protect  and  enforce  the rights  vested in it by this  Indenture  by such
     appropriate  judicial  proceedings as the Trustee shall deem most effectual
     to protect and enforce any of such rights, either at law or in equity or in
     bankruptcy  or  otherwise,  whether  for the  specific  enforcement  of any
     covenant or agreement contained in this Indenture or in aid of the exercise
     of any power  granted in this  Indenture,  or to enforce any other legal or
     equitable right vested in the Trustee by this Indenture or by law.  Nothing
     contained  herein shall be deemed to authorize  the Trustee to authorize or
     consent to or accept or adopt on behalf of any  Debentureholder any plan of
     reorganization, arrangement, adjustment or composition affecting any of the
     Debentures or the rights of any holder  thereof or to authorize the Trustee
     to  vote  in  respect  of the  claim  of any  Debentureholder  in any  such
     proceeding.

     5.3 Application of Moneys Collected.

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

     FIRST:  To the  payment  of costs and  expenses  of  collection  and of all
     amounts payable to the Trustee under Section 6.7;

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

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

     5.4 Limitation on Suits.

          (a) Except as set forth in this Indenture,  no holder of any Debenture
     of any  series  shall  have  any  right by  virtue  or by  availing  of any
     provision of this Indenture to institute any suit,  action or proceeding in
     equity or at law upon or under or with respect to this Indenture or for the
     appointment  of a receiver or trustee,  or for any other remedy  hereunder,
     unless (i) such holder  previously  shall have given to the Trustee written
     notice of an Event of Default and of the  continuance  thereof with respect
     to the  Debentures  of such series  specifying  such Event of  Default,  as
     hereinbefore  provided;  (ii) the holders of not less than 25% in aggregate
     principal  amount of the Debentures of such series then  Outstanding  shall
     have made written  request upon the Trustee to institute such action,  suit


                                       27
<PAGE>

     or  proceeding in its own name as trustee  hereunder;  (iii) such holder or
     holders shall have offered to the Trustee such  reasonable  indemnity as it
     may require  against the costs,  expenses  and  liabilities  to be incurred
     therein or thereby;  (iv) 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;  and (v) during such 60 day period,  the
     holders of a majority in principal  amount of the Debentures of such series
     do not give the Trustee a direction inconsistent with the request.

          (b)  Notwithstanding  anything contained herein to the contrary or any
     other  provisions  of  this  Indenture,  the  right  of any  holder  of any
     Debentures  to receive  payment of the  principal  of and  interest on such
     Debentures,  as  therein  provided,  on or after the  respective  due dates
     expressed  in  such  Debenture  (or  in  the  case  of  redemption,  on the
     redemption  date),  or to institute  suit for the  enforcement  of any such
     payment on or after such respective  dates or redemption date, shall not be
     impaired or affected  without the consent of such holder and by accepting a
     Debenture hereunder it is expressly understood,  intended and covenanted by
     the taker and holder of every Debenture of any series with every other such
     taker and holder and the Trustee, that no one or more holders of Debentures
     of any series shall have any right in any manner whatsoever by virtue or by
     availing of any provision of this Indenture to affect, disturb or prejudice
     the rights of the holders of any other Debentures,  or to obtain or seek to
     obtain priority over or preference to any other such holder,  or to enforce
     any right under this  Indenture,  except in the manner herein  provided and
     for the equal,  ratable and common  benefit of all holders of Debentures of
     the applicable series. For the protection and enforcement of the provisions
     of this Section 5.4, each and every  Debentureholder  and the Trustee shall
     be entitled to such relief as can be given either at law or in equity.

     5.5 Rights and Remedies Cumulative; Delay or Omission not Waiver.

          (a) Except as  otherwise  provided in Section  2.7(b),  all powers and
     remedies given by this Article V to the Trustee or to the  Debentureholders
     shall,  to the  extent  permitted  by law,  be  deemed  cumulative  and not
     exclusive of any other powers and remedies  available to the Trustee or the
     holders of the Debentures, by judicial proceedings or otherwise, to enforce
     the performance or observance of the covenants and agreements  contained in
     this Indenture or otherwise  established  with respect to the Debentures of
     any series.

          (b) No delay or omission of the Trustee or of any holder of any of the
     Debentures  to  exercise  any  right or power  accruing  upon any  Event of
     Default  occurring and continuing as aforesaid  shall impair any such right
     or power,  or shall be  construed  to be a waiver of any such default or on
     acquiescence  therein; and, subject to the provisions of Section 5.4, every
     power and remedy  given by this  Article V or by law to the  Trustee or the
     Debentureholders  may be exercised from time to time, and as often as shall
     be deemed expedient, by the Trustee or by the Debentureholders.


                                       28
<PAGE>

     5.6 Control by Debentureholders.

     The holders of a majority in aggregate  principal  amount of the Debentures
of any or all series  affected  (voting  as one class) at the time  Outstanding,
determined  in accordance  with Section 7.4,  shall have the right to direct the
time,  method and place of conducting any proceeding for any remedy available to
the  Trustee,  or  exercising  any  trust or  power  conferred  on the  Trustee;
provided, however, that such direction shall not be in conflict with any rule of
law or with this  Indenture.  Subject  to the  provisions  of Section  6.1,  the
Trustee  shall have the right to decline  to follow  any such  direction  if the
Trustee  in good faith  shall,  by a  Responsible  Officer  or  Officers  of the
Trustee,  determine that the proceeding so directed would involve the Trustee in
personal  liability.  The holders of a majority in aggregate principal amount of
any series of Debentures at the time Outstanding affected thereby, determined in
accordance  with  Section  7.4,  may on  behalf  of the  holders  of all of such
Debentures  waive any past default in the  performance  of any of the  covenants
contained  herein and its  consequences,  except (i) a default in the payment of
the  principal  of, or interest on, any of such  Debentures as and when the same
shall become due by the terms of such Debentures  otherwise than by acceleration
(unless  such  default  has been cured and a sum  sufficient  to pay all matured
installments  of interest and principal has been  deposited with the Trustee (in
accordance with Section  5.1(c));  (ii) a default in the covenants  contained in
Section 3.7 with respect to a Trust to which such  Debentures  have been issued;
or (iii) in respect of a covenant or  provision  hereof which cannot be modified
or amended  without  the  consent of the  holder of each  Outstanding  Debenture
affected;  provided,  however,  that if the  Debentures are held by a Trust or a
trustee of a Trust,  such waiver or  modification  to such  waiver  shall not be
effective  until the holders of a majority in  liquidation  preference  of Trust
Securities  of the  applicable  Trust  shall have  consented  to such  waiver or
modification to such waiver; provided further, that if the consent of the holder
of each  Outstanding  Debenture that has been issued to such Trust in connection
with issuance of Trust  Securities by such Trust is required,  such waiver shall
not be effective  until each holder of the Trust  Securities of such Trust shall
have consented to such waiver. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this  Indenture and the Company,
the Trustee and the holders of the Debentures of each such series (or of all the
Debentures,  as the case may be) shall be restored to their former positions and
rights  hereunder,  respectively;  but  no  such  waiver  shall  extend  to  any
subsequent or other default or impair any right consequent thereon.

     5.7 Undertaking to Pay Costs.

     All parties to this Indenture  agree,  and each holder of any Debentures by
such holder's  acceptance thereof shall be deemed to have agreed, that any court
may in its discretion  require,  in any suit for the enforcement of any right or
remedy under this  Indenture,  or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an  undertaking to pay the costs of such suit, and that such court may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this  Section 5.7 shall not apply to any suit  instituted  by the
Trustee,   to  any  suit  instituted  by  any   Debentureholder,   or  group  of
Debentureholders  of any series  holding  more than 10% in  aggregate  principal
amount of the Outstanding  Debentures of that series,  or to any suit instituted
by any Debentureholder for the enforcement of the payment of the principal of or
interest


                                       29
<PAGE>

on any  Debentures,  on or after the respective due dates  expressed in any such
Debenture or established pursuant to this Indenture.

     5.8 Direct Action; Right of Set-Off.

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

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

     6.1 Certain Duties and Responsibilities of the Trustee.

          (a) With  respect to the  holders of any series of  Debentures  issued
     hereunder, the Trustee, prior to the occurrence of an Event of Default with
     respect to  Debentures of that series and after the curing of all Events of
     Default that may have  occurred  with respect to Debentures of that series,
     shall  undertake to perform with respect to such Debentures such duties and
     only such duties as are  specifically  set forth in this Indenture,  and no
     implied covenants shall be read into this Indenture against the Trustee. In
     case an Event of Default  has  occurred  that has not been cured or waived,
     the Trustee  shall  exercise  such of the rights and powers vested in it by
     this Indenture,  and use the same degree of care and skill in its exercise,
     as a prudent  person would exercise or use under the  circumstances  in the
     conduct of his or her own affairs.

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

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

                    (1)  the  duties and  obligations  of the  Trustee  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 as
                         are  specifically  set forth in this Indenture,  and no


                                       30
<PAGE>

                         implied  covenants  or  obligations  shall be read into
                         this Indenture against the Trustee; and

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

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

               (iii) the Trustee  shall not be liable with respect to any action
          taken or omitted to be taken by it in good  faith in  accordance  with
          the direction of the Debentureholders pursuant to Section 5.6 relating
          to the time,  method and place of conducting  any  proceeding  for any
          remedy  available to the  Trustee,  or  exercising  any trust or power
          conferred  upon the Trustee under this  Indenture  with respect to the
          Debentures; and

               (iv) none of the  provisions  contained in this  Indenture  shall
          require the Trustee to expend or risk its own funds or otherwise incur
          personal  financial  liability in the performance of any of its duties
          or in the  exercise  of any of its  rights  or  powers,  if  there  is
          reasonable  ground for  believing  that the repayment of such funds or
          liability  is not  reasonably  assured  to it under  the terms of this
          Indenture or adequate  indemnity  against such risk is not  reasonably
          assured to it.

     6.2 Notice of Defaults.

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


                                       31
<PAGE>

     6.3 Certain Rights of Trustee.

     Except as otherwise provided in Section 6.1:

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

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

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

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

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

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

          (g) The Trustee shall not be bound to make any investigation  into the
     facts  or  matters  stated  in  any  resolution,   certificate,  statement,
     instrument,  opinion,  report, notice,  request,  consent, order, approval,
     bond, security,  or other papers or documents,  unless requested in writing
     so to do by the holders of not less than a majority in principal


                                       32
<PAGE>

     amount of the applicable series of the Outstanding  Debentures  (determined
     as provided in Section 7.4); provided,  however, that if the payment within
     a  reasonable  time to the Trustee of the costs,  expenses  or  liabilities
     likely to be incurred by it in the making of such  investigation is, in the
     opinion  of the  Trustee,  not  reasonably  assured  to the  Trustee by the
     security  afforded  to it by the terms of this  Indenture,  the Trustee may
     require reasonable indemnity against such costs, expenses or liabilities as
     a  condition  to so  proceeding.  The  reasonable  expense  of  every  such
     examination shall be paid by the Company or, if paid by the Trustee,  shall
     be repaid by the Company upon demand; and

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

     6.4 Trustee Not Responsible for Recitals, etc.

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

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

          (c) The Trustee shall not be accountable for the use or application by
     the Company of any of the Debentures or of the proceeds of such Debentures,
     or for the use or  application  of any moneys  paid over by the  Trustee in
     accordance  with  any  provision  of  this  Indenture,  or for  the  use or
     application  of any  moneys  received  by any paying  agent  other than the
     Trustee.

     6.5 May Hold Debentures.

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

     6.6 Moneys Held in Trust.

     Subject to the  provisions  of Section  10.5,  all moneys  received  by the
Trustee shall,  until used or applied as herein  provided,  be held in trust for
the purposes for which they were received, but need not be segregated from other
funds  except to the  extent  required  by law.  The  Trustee  shall be under no
liability for interest on any moneys received by it hereunder  except such as it
may agree with the Company to pay thereon.

     6.7 Compensation and Reimbursement.

          (a) The Company  covenants  and agrees to pay to the Trustee,  and the
     Trustee shall be entitled to, such reasonable compensation (which shall not
     be  limited  by any


                                       33
<PAGE>

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

          (b)  The  obligations  of  the  Company  under  this  Section  6.7  to
     compensate  and  indemnify  the Trustee and to pay or reimburse the Trustee
     for  expenses,  disbursements  and  advances  shall  constitute  additional
     indebtedness hereunder.  Such additional indebtedness shall be secured by a
     lien prior to that of the  Debentures  upon all  property and funds held or
     collected  by the  Trustee  as such,  except  funds  held in trust  for the
     benefit of the holders of particular Debentures.

     6.8 Reliance on Officers' Certificate.

     Except as otherwise provided in Section 6.1, whenever in the administration
of the  provisions  of this  Indenture  the Trustee  shall deem it  necessary or
desirable that a matter be proved or established prior to taking or suffering or
omitting to take any action  hereunder,  such matter  (unless other  evidence in
respect  thereof  be herein  specifically  prescribed)  may,  in the  absence of
negligence,  bad faith or  willful  misconduct  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, bad
faith or willful misconduct on the part of the Trustee, shall be full warrant to
the  Trustee for any action  taken,  suffered or omitted to be taken by it under
the provisions of this Indenture upon the faith thereof.

     6.9 Disqualification: Conflicting Interests.

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

     6.10 Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee with respect to the Debentures issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any state or territory thereof
or of the District of Columbia,  or a corporation  or other


                                       34
<PAGE>

Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers,  having a combined capital and surplus of at
least $50,000,000,  and subject to supervision or examination by federal, state,
territorial,  or District of Columbia authority.  If such corporation  publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of the aforesaid  supervising or examining  authority,  then for the purposes of
this Section 6.10, 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.  The  Company  may not,  nor may any Person
directly or indirectly controlling,  controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance  with the  provisions  of this Section 6.10,  the Trustee
shall resign  immediately in the manner and with the effect specified in Section
6.11.

     6.11 Resignation and Removal; Appointment of Successor.

          (a) The Trustee or any successor hereafter appointed,  may at any time
     resign by giving written notice thereof to the Company and by  transmitting
     notice  of  resignation  by  mail,  first  class  postage  prepaid,  to the
     Debentureholders,  as their names and  addresses  appear upon the Debenture
     Register.  Upon  receiving  such notice of  resignation,  the Company shall
     promptly appoint a successor  trustee with respect to one or more series of
     Debentures by written  instrument,  in duplicate,  executed by order of the
     Board of Directors,  one copy of which instrument shall be delivered to the
     resigning  Trustee and one copy to the successor  trustee.  If no successor
     trustee shall have been so appointed and have accepted  appointment  within
     30 days after the  mailing of such  notice of  resignation,  the  resigning
     Trustee  may  petition  any  court  of  competent   jurisdiction   for  the
     appointment of a successor trustee with respect to such Debentures,  or any
     Debentureholder  who  has  been  a  bona  fide  holder  of a  Debenture  or
     Debentures of the applicable series for at least six months may, subject to
     the  provisions  of  Sections  6.9 and 6.10,  on behalf of himself  and all
     others similarly situated, petition any such court for the appointment of a
     successor  trustee.  Such court may thereupon after such notice, if any, as
     it may deem proper and prescribe, appoint a successor trustee.

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

               (i) the  Trustee  shall  fail to comply  with the  provisions  of
          Section 6.9 after  written  request  therefor by the Company or by any
          Debentureholder  who has been a bona  fide  holder of a  Debenture  or
          Debentures of the applicable series for at least six months; or

               (ii) the Trustee  shall cease to be eligible in  accordance  with
          the  provisions of Section 6.10 and shall fail to resign after written
          request therefor by the Company or by any such Debentureholder; or

               (iii) the Trustee shall become  incapable of acting,  or shall be
          adjudged a bankrupt or insolvent,  or commence a voluntary  bankruptcy
          proceeding,  or a receiver of the Trustee or of its property  shall be
          appointed or consented to, or any


                                       35
<PAGE>

          public  officer  shall take charge or control of the Trustee or of its
          property or affairs for the purpose of rehabilitation, conservation or
          liquidation.

     Then, in any such case,  the Company may remove the Trustee with respect to
     all Debentures of any series and appoint a successor trustee or trustees 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 trustees,  or, subject
     to the  provisions of Sections 6.9 and 6.10,  unless the Trustee's  duty to
     resign is stayed as provided  herein,  any  Debentureholder  who has been a
     bona fide holder of a Debenture or Debentures of the applicable  series for
     at least six months may, on behalf of that holder and all others  similarly
     situated,  petition any court of competent  jurisdiction for the removal of
     the Trustee and the  appointment of a successor  trustee or trustees.  Such
     court may  thereupon  after such notice,  if any, as it may deem proper and
     prescribe, remove the Trustee and appoint a successor trustee or trustees.

          (c) The holders of a majority  in  aggregate  principal  amount of the
     Debentures of any series at the time Outstanding may at any time remove the
     Trustee  with  respect to such series by so  notifying  the Trustee and the
     Company  and may appoint a successor  Trustee  with  respect to such series
     with the consent of the Company.

          (d) Any  resignation  or removal of the Trustee and  appointment  of a
     successor  trustee or trustees  pursuant to any of the  provisions  of this
     Section 6.11 shall become  effective upon  acceptance of appointment by the
     successor trustee or trustees as provided in Section 6.12.

          (e) Any successor trustee appointed  pursuant to this Section 6.11 may
     be appointed with respect to the Debentures of the applicable  series,  and
     at any time there shall be only one Trustee with respect to the  Debentures
     of any one series.

     6.12 Acceptance of Appointment by Successor.

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

          (b) If a successor trustee is appointed with respect to the Debentures
     of one or more (but not all) series, the Company,  the retiring trustee and
     each  successor  trustee with respect to the  Debentures of any  applicable
     series  shall  execute and deliver an indenture  supplemental  hereto which
     shall contain such provisions as shall be deemed


                                       36
<PAGE>

     necessary or desirable to confirm that all the rights,  powers,  trusts and
     duties of the retiring trustee with respect to the Debentures of any series
     as to which the  predecessor  trustee is not retiring  shall continue to be
     vested in the  predecessor  trustee,  and shall add to or change any of the
     provisions  of this  Indenture  as shall be  necessary  to  provide  for or
     facilitate  the  administration  of the trustee  hereunder by more than one
     trustee,  it being  understood that nothing herein or in such  supplemental
     indenture shall constitute such trustees  co-trustees of the same trust and
     that each such  trustee  shall be  trustee  of a trust or trusts  hereunder
     separate and apart from any trust or trusts  hereunder  administered by any
     other such trustee.

          (c) Upon request of any successor  trustee,  the Company shall execute
     any and all  instruments  for  more  fully  and  certainly  vesting  in and
     confirming  to such  successor  trustee all such rights,  powers and trusts
     referred to in paragraph (a) of this Section 6.12.

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

          (e) Upon acceptance of appointment by a successor  trustee as provided
     in this Section 6.12, the Company shall  transmit  notice of the succession
     of such trustee  hereunder by mail,  first class  postage  prepaid,  to the
     Debentureholders  of the  applicable  series,  as their names and addresses
     appear upon the Debenture  Register.  If the Company fails to transmit such
     notice  within ten days after  acceptance of  appointment  by the successor
     trustee, the successor trustee shall cause such notice to be transmitted at
     the expense of the Company.

     6.13 Merger, Conversion, Consolidation or Succession to Business.

     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 the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder,  provided that such corporation shall be
qualified  under the provisions of Section 6.9 and eligible under the provisions
of Section 6.10, without the execution or filing of any paper or any further act
on the  part of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding.   In  case  any  Debentures  of  any  series  shall  have  been
authenticated,  but not delivered,  by the Trustee then in office, any successor
by merger,  conversion or consolidation to such authenticating Trustee may adopt
such  authentication  and deliver the Debentures of such series so authenticated
with the same effect as if such successor Trustee had itself  authenticated such
Debentures.

     6.14 Preferential Collection of Claims Against the Company.

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


                                       37
<PAGE>

                                  ARTICLE VII

                         CONCERNING THE DEBENTUREHOLDERS

     7.1 Evidence of Action by Holders.

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

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

     7.2 Proof of Execution by Debentureholders.

     Subject to the  provisions  of Section 6.1,  proof of the  execution of any
instrument by a Debentureholder  (such proof shall not require  notarization) or
such Debentureholder's  agent or proxy and proof of the holding by any Person of
any of the Debentures shall be sufficient if made in the following manner:

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

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


                                       38
<PAGE>

          (c) The  Trustee  may  require  such  additional  proof of any  matter
     referred to in this Section 7.2 as it shall deem necessary.

     7.3 Who May Be Deemed Owners.

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

     7.4 Certain Debentures Owned by Company Disregarded.

     In  determining  whether the holders of the requisite  aggregate  principal
amount of Debentures  have concurred in any  direction,  consent or waiver under
this  Indenture,  the Debentures of the applicable  series that are owned by the
Company or any other  obligor on such  Debentures  or by any Person  directly or
indirectly controlling or controlled by or under common control with the Company
or any other  obligor on such  series of  Debentures  shall be  disregarded  and
deemed not to be Outstanding for the purpose of any such  determination,  except
(i) that for the purpose of  determining  whether the Trustee shall be protected
in relying on any such direction,  consent or waiver,  only such Debentures that
the Trustee  actually knows are so owned shall be so  disregarded;  and (ii) for
purposes of this Section 7.4, the Trust shall be deemed not to be  controlled by
the Company. The Debentures so owned that have been pledged in good faith may be
regarded as  Outstanding  for the  purposes of this  Section 7.4, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Debentures and that the pledgee is not a Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with the Company or any such other  obligor.  In case of a dispute as to
such right,  any decision by the Trustee  taken upon the advice of counsel shall
be full protection to the Trustee.

     7.5 Actions Binding on Future Debentureholders.

     At any time prior to (but not  after) the  evidencing  to the  Trustee,  as
provided  in Section  7.1,  of the  taking of any  action by the  holders of the
majority or percentage in aggregate  principal  amount of the  Debentures of any
series specified in this Indenture in connection with such action, any holder of
a Debenture  that is shown by the evidence to be included in the  Debentures the
holders of which have  consented  to such action may, by filing  written  notice
with the Trustee,  and upon proof of holding as provided in Section 7.2,  revoke
such action so far as concerns  such  Debenture.  Except as  aforesaid  any such
action taken by the holder of any Debenture shall be conclusive and binding upon
such holder and upon all future holders and owners of such Debenture, and of any
Debenture issued in exchange therefor, on registration of transfer thereof or in
place thereof,  irrespective of whether or not any notation in regard thereto is
made upon such  Debenture.  Any action  taken by the holders of the  majority or
percentage  in  aggregate  principal  amount  of the


                                       39
<PAGE>

Debentures of any series  specified in this  Indenture in  connection  with such
action  shall be  conclusively  binding  upon the  Company,  the Trustee and the
holders of all such Debentures.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

     8.1 Supplemental Indentures Without the Consent of Debentureholders.

     In addition to any  supplemental  indenture  otherwise  authorized  by this
Indenture,  the  Company  and the  Trustee may from time to time and at any time
enter into an indenture or indentures  supplemental  hereto (which shall conform
to the  provisions of the Trust  Indenture  Act as then in effect),  without the
consent of the Debentureholders, for one or more of the following purposes:

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

          (b) to comply with Article VII;

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

          (d) to add to the  covenants  of the  Company  for the  benefit of the
     holders of all or any series of Debentures  (and if such  covenants are for
     the  benefit  of less than all  series  of  Debentures,  stating  that such
     covenants are expressly  being  included for the benefit of such series) or
     to surrender any right or power herein conferred upon the Company;

          (e) to add to, delete from, or revise the conditions, limitations, and
     restrictions  on the  authorized  amount,  terms,  or  purposes  of  issue,
     authentication,  and delivery of any series of  Debentures,  only as herein
     set forth;

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

          (g) to provide for the  issuance of and  establish  the form and terms
     and conditions of any series of Debentures as permitted by Sections 2.1 and
     2.2, to establish the form of any  certifications  required to be furnished
     pursuant to the terms of this Indenture or any series of Debentures,  or to
     add to the rights of the holders of any series of Debentures;

          (h) to qualify or maintain the  qualification  of this Indenture under
     the Trust Indenture Act; or

          (i) to evidence a  consolidation  or merger  involving  the Company as
     permitted under Section 9.1.


                                       40
<PAGE>

     The Trustee is hereby  authorized to join with the Company in the execution
of  any  such  supplemental  indenture,  and to  make  any  further  appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental  indenture that affects the
Trustee's own rights,  duties or immunities  under this  Indenture or otherwise.
Any supplemental  indenture authorized by the provisions of this Section 8.1 may
be executed by the Company and the Trustee without the consent of the holders of
any of  the  Debentures  at the  time  Outstanding,  notwithstanding  any of the
provisions of Section 8.2.

     8.2 Supplemental Indentures with Consent of Debentureholders.

     With the  consent  (evidenced  as  provided  in Section  7.1) of any series
(except as may otherwise be provided by the terms of any supplemental  indenture
establishing  such series in accordance  with Section 2.2 hereof) of the holders
of not less than a majority in aggregate  principal  amount of the Debentures at
the time  Outstanding  of all series  affected  by such  supplemental  indenture
(voting as a class), the Company, when authorized by Board Resolutions,  and the
Trustee  may from  time to time  and at any  time  enter  into an  indenture  or
indentures  supplemental  hereto (which shall  conform to the  provisions of the
Trust  Indenture Act as then in effect) for the purpose of adding any provisions
to or  changing  in any  manner or  eliminating  any of the  provisions  of this
Indenture  or of any  supplemental  indenture  or of modifying in any manner not
covered by  Section  8.1 the rights of the  holders  of the  Debentures  of each
series  so  affected  under  this  Indenture;  provided,  however,  that no such
supplemental  indenture  shall  without  the  consent  of the  holders  of  each
Debenture then Outstanding and affected  thereby,  (i) extend the fixed maturity
of any  Debentures  of any series  (except as may  otherwise  be provided by the
terms of any supplemental  indenture establishing such series in accordance with
Section  2.2  hereof),  or reduce  the rate or  extend  the time of  payment  of
interest  thereon  (except  as may  otherwise  be  provided  by the terms of any
supplemental  indenture  establishing such series in accordance with Section 2.2
hereof),  or reduce the  principal  amount  thereof  without  the consent of the
holder of each Debenture so affected; or (ii) reduce the aforesaid percentage of
Debentures,   the  holders  of  which  are  required  to  consent  to  any  such
supplemental indenture;  provided further, that if the applicable Debentures are
held by a Trust or a trustee of such Trust,  such  supplemental  indenture shall
not be effective  until the holders of a majority in  liquidation  preference of
Trust Securities of the related Trust shall have consented to such  supplemental
indenture;  provided  further,  that  if the  consent  of  the  holder  of  each
Outstanding  Debenture of any series is required,  such  supplemental  indenture
shall not be effective until each holder of the Trust  Securities of the related
Trust  shall have  consented  to such  supplemental  indenture.  It shall not be
necessary for the consent of the  Debentureholders  affected  thereby under this
Section  8.2  to  approve  the  particular  form  of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

     8.3 Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture pursuant to the provisions
of this Article VIII,  this Indenture  shall be and be deemed to be modified and
amended in  accordance  therewith  and the  respective  rights,  limitations  of
rights, obligations,  duties and immunities under this Indenture of the Trustee,
the Company and the holders of Debentures of all series  affected  thereby shall
thereafter  be  determined,  exercised  and  enforced  hereunder  subject in all
respects to


                                       41
<PAGE>

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.

     8.4 Debentures Affected by Supplemental Indentures.

     Debentures  affected  by  a  supplemental   indenture,   authenticated  and
delivered  after the execution of such  supplemental  indenture  pursuant to the
provisions  of this Article  VIII,  may bear a notation in form  approved by the
Company,  provided such form meets the requirements of any exchange or automated
quotation  system upon which the series of  Debentures  affected  thereby may be
listed or quoted, as to any matter provided for in such supplemental  indenture.
If the Company shall so determine,  new Debentures so modified as to conform, in
the opinion of the Board of  Directors of the Company,  to any  modification  of
this Indenture  contained in any such supplemental  indenture may be prepared by
the  Company,  authenticated  by the Trustee and  delivered  in exchange for the
Debentures then Outstanding.

     8.5 Execution of Supplemental Indentures.

          (a)  Upon  the  request  of the  Company,  accompanied  by  its  Board
     Resolutions  authorizing the execution of any such supplemental  indenture,
     and  upon the  filing  with the  Trustee  of  evidence  of the  consent  of
     Debentureholders  required  to consent  thereto as  aforesaid,  the Trustee
     shall join with the Company in the execution of such supplemental indenture
     unless such supplemental indenture affects the Trustee's own rights, duties
     or immunities under this Indenture or otherwise,  in which case the Trustee
     may in its  discretion  but  shall  not be  obligated  to enter  into  such
     supplemental indenture.  The Trustee,  subject to the provisions of Section
     6.1,  may  receive an Opinion of Counsel as  conclusive  evidence  that any
     supplemental indenture executed pursuant to this Article VIII is authorized
     or  permitted  by, and conforms to, the terms of this Article VIII and that
     it is proper for the Trustee  under the  provisions of this Article VIII to
     join in the execution thereof.

          (b) Promptly after the execution by the Company and the Trustee of any
     supplemental  indenture pursuant to the provisions of this Section 8.5, the
     Trustee  shall  transmit by mail,  first class postage  prepaid,  a notice,
     setting  forth  in  general  terms  the  substance  of  such   supplemental
     indenture,  to the Debentureholders of all series affected thereby as their
     names and addresses appear upon the Debenture Register.  Any failure of the
     Trustee to mail such notice, or any defect therein,  shall not, however, in
     any way impair or affect the validity of any such supplemental indenture.


                                       42
<PAGE>

                                   ARTICLE IX

                              SUCCESSOR CORPORATION

     9.1 Company May Consolidate, etc.

     Nothing  contained  in this  Indenture  or in any of the  Debentures  shall
prevent  any  consolidation  or  merger  of the  Company  with or into any other
corporation or corporations  (whether or not affiliated with the Company, as the
case may be), or successive  consolidations or mergers in which the Company,  as
the case may be, or its successor or successors shall be a party or parties,  or
shall  prevent  any  sale,  conveyance,  transfer  or other  disposition  of the
property of the Company,  as the case may be, or its  successor or successors as
an entirety,  or substantially as an entirety, to any other corporation (whether
or not  affiliated  with the  Company,  as the case may be, or its  successor or
successors)  authorized to acquire and operate the same; provided,  however, the
Company  hereby  covenants  and agrees  that,  (i) upon any such  consolidation,
merger, sale,  conveyance,  transfer or other disposition,  the due and punctual
payment,  in the case of the Company, of the principal of and interest on all of
the  Debentures,  according to their tenor and the due and punctual  performance
and  observance of all the covenants and conditions of this Indenture to be kept
or performed by the Company as the case may be, shall be expressly  assumed,  by
supplemental  indenture  (which  shall  conform to the  provisions  of the Trust
Indenture Act, as then in effect)  satisfactory in form to the Trustee  executed
and delivered to the Trustee by the entity formed by such consolidation, or into
which the Company,  as the case may be, shall have been merged, or by the entity
which shall have acquired such property,  and the ultimate parent entity of such
successor entity expressly  assumes the obligations of the Company under each of
the  related  Preferred  Securities  Guarantees,  to the  extent  any  Preferred
Securities are then Outstanding;  (ii) in case the Company  consolidates with or
merges into another  Person or conveys or transfers  its  properties  and assets
substantially  as an entirety to any Person,  the successor  Person is organized
under the laws of the United  States or any state or the  District of  Columbia;
and (iii) immediately after giving effect thereto,  no Event of Default,  and no
event  which,  after  notice or lapse of time or both,  would become an Event of
Default, shall have occurred and be continuing.

     9.2 Successor Corporation Substituted.

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


                                       43
<PAGE>

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

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

     9.3 Evidence of Consolidation, etc. to Trustee.

     The  Trustee,  subject to the  provisions  of Section  6.1,  may receive an
Opinion of Counsel as conclusive evidence that any such  consolidation,  merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article IX.

                                   ARTICLE X

                           SATISFACTION AND DISCHARGE

     10.1 Satisfaction and Discharge of Indenture.

     If at any time:  (a) the Company  shall have  delivered  to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures
that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.7) and all  Debentures  for whose payment money
or  Governmental  Obligations  have  theretofore  been  deposited  in  trust  or
segregated and held in trust by the Company (and thereupon repaid to the Company
or discharged  from such trust,  as provided in Section  10.5);  or (b) all such
Debentures not theretofore  delivered to the Trustee for cancellation shall have
become due and payable,  or are by their terms to become due and payable  within
one year or are to be called for redemption  within one year under  arrangements
satisfactory  to the  Trustee  for the giving of notice of  redemption,  and the
Company shall  deposit or cause to be deposited  with the Trustee as trust funds
the  entire  amount  in  moneys  or  Governmental  Obligations  sufficient  or a
combination thereof,  sufficient in the opinion of a nationally  recognized firm
of independent public accountants  expressed in a written  certification thereof
delivered to the Trustee,  to pay at maturity or upon  redemption all Debentures
not theretofore  delivered to the Trustee for cancellation,  including principal
and  interest  due or to become due to such date of  maturity  or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company;  then this Indenture shall
thereupon  cease to be of further  effect except for the  provisions of Sections
2.3, 2.5,  2.7,  3.1, 3.2, 3.3, 6.6, 6.7 and 6.10,  that shall survive until the
date of maturity or  redemption  date,  as the case may be, and Sections 6.7 and
10.5, that shall survive to such date and thereafter, and the Trustee, on demand
of the Company and at the cost and expense of the Company,  shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture.


                                       44
<PAGE>

     10.2 Discharge of Obligations.

     If at any time all Debentures of any series not heretofore delivered to the
Trustee for cancellation or that have not become due and payable as described in
Section 10.1 shall have been paid by the Company by depositing  irrevocably with
the  Trustee  as trust  funds  moneys or an amount of  Governmental  Obligations
sufficient in the opinion of a nationally recognized certified public accounting
firm to pay at maturity or upon  redemption  all  Debentures  of such series not
theretofore  delivered to the Trustee for cancellation,  including principal and
interest  due or to  become  due to such  date of  maturity  or date  fixed  for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable  hereunder by the Company,  then after the date such
moneys or Governmental  Obligations,  as the case may be, are deposited with the
Trustee,  the  obligations of the Company under this Indenture shall cease to be
of further effect except for the provisions of Sections 2.3, 2.5, 2.7, 3.1, 3.2,
3.3,  6.6, 6.7 and 10.5 hereof that shall survive  until such  Debentures  shall
mature and be paid. Thereafter, Sections 6.7 and 10.5 shall survive.

     10.3 Deposited Moneys to be Held in Trust.

     All monies or Governmental  Obligations deposited with the Trustee pursuant
to  Sections  10.1 or 10.2  shall be held in trust  and shall be  available  for
payment as due,  either  directly or through  any paying  agent  (including  the
Company  acting as its own  paying  agent),  to the  holders  of the  applicable
Debentures  for the payment or redemption  of which such moneys or  Governmental
Obligations have been deposited with the Trustee.

     10.4 Payment of Monies Held by Paying Agents.

     In connection with the  satisfaction  and discharge of this Indenture,  all
moneys or  Governmental  Obligations  then held by any  paying  agent  under the
provisions of this Indenture shall,  upon demand of the Company,  be paid to the
Trustee  and  thereupon  such paying  agent  shall be released  from all further
liability with respect to such moneys or Governmental Obligations.

     10.5 Repayment to Company.

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


                                       45
<PAGE>

                                   ARTICLE XI

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     11.1 No Recourse.

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

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

     12.1 Effect on Successors and Assigns.

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

     12.2 Actions by Successor.

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


                                       46
<PAGE>

     12.3 Surrender of Company Powers.

     The Company by instrument in writing  executed by appropriate  authority of
its Board of Directors  and  delivered to the Trustee may  surrender  any of the
powers  reserved to the Company,  and thereupon such power so surrendered  shall
terminate  both as to the Company,  as the case may be, and as to any  successor
corporation.

     12.4 Notices.

     Except as otherwise  expressly provided herein any notice or demand that by
any  provision of this  Indenture is required or permitted to be given or served
by the Trustee or by the holders of Debentures to or on the Company may be given
or served by being  deposited  first  class  postage  prepaid  in a  post-office
letterbox  addressed  (until another  address is filed in writing by the Company
with the Trustee),  as follows:  First Merchants  Corporation,  200 East Jackson
Street, Post Office Box 792, Muncie, Indiana 47308,  Attention:  Larry R. Helms,
Esq., Senior Vice President & General Counsel. Any notice, election,  request or
demand by the Company or any  Debentureholder  to or upon the  Trustee  shall be
deemed to have been  sufficiently  given or made, for all purposes,  if given or
made in writing at the Corporate Trust Office of the Trustee.

     12.5 Governing Law.

     This  Indenture  and each  Debenture  shall be deemed to be a contract made
under the internal  laws of the State of Indiana and for all  purposes  shall be
construed in accordance with the laws of said State.

     12.6 Treatment of Debentures as Debt.

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

     12.7 Compliance Certificates and Opinions.

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

          (b) Each  certificate  or opinion of the Company  provided for in this
     Indenture and  delivered to the Trustee with respect to  compliance  with a
     condition or covenant in this Indenture  shall include (1) a statement that
     the Person  making such  certificate  or


                                       47
<PAGE>

     opinion has read such  covenant or condition;  (2) 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;
     (3) a  statement  that,  in the  opinion of such  Person,  he has made such
     examination  or  investigation  as,  in the  opinion  of  such  Person,  is
     necessary to enable him to express an informed opinion as to whether or not
     such covenant or condition has been complied  with;  and (4) a statement as
     to whether  or not,  in the  opinion  of such  Person,  such  condition  or
     covenant  has  been  complied  with;  provided,  however,  that  each  such
     certificate  shall comply with the  provisions  of Section 314 of the Trust
     Indenture Act.

     12.8 Payments on Business Days.

     In any case where the date of  maturity of  interest  or  principal  of any
Debenture or the date of  redemption  of any  Debenture  shall not be a Business
Day,  then payment of interest or principal  may be made on the next  succeeding
Business  Day with the same force and effect as if made on the  nominal  date of
maturity or  redemption,  and no interest shall accrue for the period after such
nominal date, except that if such next succeeding Business Day falls in the next
succeeding  calendar  year,  then such payment shall be made on the  immediately
preceding  Business  Day, in each case with the same force and effect as if made
on such date.

     12.9 Conflict with Trust Indenture Act.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 317,  inclusive,  of the
Trust Indenture Act, such imposed duties shall control.

     12.10 Counterparts.

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

     12.11 Severability.

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

     12.12 Assignment.

     The  Company  shall  have the  right  at all  times  to  assign  any of its
respective  rights or  obligations  under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company,  provided that, in the event of any such
assignment, the Company shall remain liable for all such obligations. Subject to
the  foregoing,  this Indenture is binding upon and inures to the benefit of the


                                       48
<PAGE>

parties thereto and their respective  successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

     12.13 Acknowledgment of Rights.

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

                                  ARTICLE XIII

                           SUBORDINATION OF DEBENTURES

     13.1 Agreement to Subordinate.

     The Company  covenants  and agrees,  and each holder of  Debentures  issued
hereunder by such holder's  acceptance  thereof  likewise  covenants and agrees,
that all  Debentures  shall be issued  subject to the provisions of this Article
XIII;  and each  holder of a  Debenture,  whether  upon  original  issue or upon
transfer  or  assignment  thereof,  accepts  and  agrees  to be  bound  by  such
provisions.  The payment by the Company of the  principal of and interest on all
Debentures  issued hereunder shall, to the extent and in the manner  hereinafter
set forth, be  subordinated  and junior in right of payment to the prior payment
in full of all Senior Debt,  Subordinated Debt and Additional Senior Obligations
(collectively,  "Senior  Indebtedness")  to the extent provided herein,  whether
outstanding at the date of this Indenture or thereafter  incurred.  No provision
of this Article  XIII shall  prevent the  occurrence  of any default or Event of
Default hereunder.

     13.2  Default  on  Senior  Debt,  Subordinated  Debt or  Additional  Senior
Obligations.

     In the event and during the  continuation  of any default by the Company in
the payment of  principal,  premium,  interest  or any other  payment due on any
Senior  Indebtedness  of the  Company,  or in the event that the maturity of any
Senior  Indebtedness of the Company has been  accelerated  because of a default,
then,  in either case,  no payment  shall be made by the Company with respect to
the principal  (including  redemption  payments) of or interest on any series of
Debentures. In the event that,  notwithstanding the foregoing, any payment shall
be received by the Trustee  when such  payment is  prohibited  by the  preceding
sentence  of this  Section  13.2,  such  payment  shall be held in


                                       49
<PAGE>

trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior  Indebtedness or their respective  representatives,  or to the trustee or
trustees under any indenture  pursuant to which any of such Senior  Indebtedness
may have been issued, as their respective  interests may appear, but only to the
extent that the holders of the Senior  Indebtedness (or their  representative or
representatives  or a trustee)  notify the Trustee in writing  within 90 days of
such  payment of the amounts then due and owing on the Senior  Indebtedness  and
only the amounts  specified  in such notice to the Trustee  shall be paid to the
holders of Senior Indebtedness.

     13.3 Liquidation; Dissolution; Bankruptcy.

          (a) Upon any payment by the Company or  distribution  of assets of the
     Company of any kind or character,  whether in cash, property or securities,
     to  creditors  upon  any   dissolution  or  winding-up  or  liquidation  or
     reorganization  of the  Company,  whether  voluntary or  involuntary  or in
     bankruptcy, insolvency,  receivership or other proceedings, all amounts due
     upon all Senior Indebtedness of the Company shall first be paid in full, or
     payment thereof provided for in money in accordance with its terms,  before
     any payment is made by the Company on account of the  principal or interest
     on any series of Debentures; and upon any such dissolution or winding-up or
     liquidation or reorganization,  any payment by the Company, or distribution
     of  assets  of the  Company  of any  kind or  character,  whether  in cash,
     property or securities, to which the holders of any series of Debentures or
     the Trustee  would be entitled to receive from the Company,  except for the
     provisions  of this  Article  XIII,  shall be paid by the Company or by any
     receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
     making such payment or  distribution,  or by the holders of the  applicable
     Debentures  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 holders of any series of Debentures
     or to the Trustee.

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


                                       50
<PAGE>

     Senior  Indebtedness in full in money in accordance  with its terms,  after
     giving  effect to any  concurrent  payment  or  distribution  to or for the
     benefit of the holders of such Senior Indebtedness.

          (c) For purposes of this Article  XIII,  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  XIII with respect to the  Debentures  to the payment of all Senior
     Indebtedness  of the  Company,  as the case may be, that may at the time be
     outstanding,  provided that (i) such Senior  Indebtedness is assumed by the
     new  corporation,  if  any,  resulting  from  any  such  reorganization  or
     readjustment;   and  (ii)  the  rights  of  the   holders  of  such  Senior
     Indebtedness are not, without the consent of such holders,  altered by such
     reorganization  or readjustment.  The consolidation of the Company with, or
     the merger of the Company into,  another  corporation or the liquidation or
     dissolution  of the Company  following  the  conveyance  or transfer of its
     property  as an  entirety,  or  substantially  as an  entirety,  to another
     corporation upon the terms and conditions  provided for in Article IX shall
     not be deemed a dissolution,  winding-up, liquidation or reorganization for
     the  purposes of this Section 13.3 if such other  corporation  shall,  as a
     part of such consolidation, merger, conveyance or transfer, comply with the
     conditions stated in Article IX. Nothing in Section 13.2 or in this Section
     13.3  shall  apply to claims  of, or  payments  to,  the  Trustee  under or
     pursuant to Section 6.7.

     13.4 Subrogation.

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

          (b)  Nothing  contained  in this  Article  XIII or  elsewhere  in this
     Indenture or in the  Debentures is intended to or shall impair,  as between
     the Company,  its creditors (other than the holders of Senior  Indebtedness
     of the  Company),  and  the  holders  of each  series  of  Debentures,  the
     obligation of the Company,  which is absolute and


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     unconditional,  to pay to the  holders  of each  series of  Debentures  the
     principal  of and  interest on such  Debentures  as and when the same shall
     become due and payable in accordance with their terms, or is intended to or
     shall  affect  the  relative  rights  of the  holders  of  each  series  of
     Debentures and creditors of the Company, as the case may be, other than the
     holders  of Senior  Indebtedness  of the  Company,  as the case may be, nor
     shall anything  herein or therein  prevent the Trustee or the holder of any
     Debenture from  exercising all remedies  otherwise  permitted by applicable
     law upon default under this Indenture, subject to the rights, if any, under
     this Article XIII of the holders of such Senior  Indebtedness in respect of
     cash,  property or securities of the Company,  as the case may be, received
     upon the exercise of any such remedy.

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

     13.5 Trustee to Effectuate Subordination.

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

     13.6 Notice by the Company.

          (a) The Company  shall give  prompt  written  notice to a  Responsible
     Officer of the Trustee of any fact known to the Company that would prohibit
     the making of any  payment of monies to or by the Trustee in respect of any
     series of  Debentures  pursuant to the  provisions  of this  Article  XIII.
     Notwithstanding  the provisions of this Article XIII or any other provision
     of this  Indenture,  the Trustee shall not be charged with knowledge of the
     existence  of any facts that would  prohibit  the making of any  payment of
     monies to or by the Trustee in respect of any series of Debentures pursuant
     to the  provisions  of this Article  XIII,  unless and until a  Responsible
     Officer of the Trustee shall have received  written notice thereof from the
     Company or a holder or holders of Senior  Indebtedness  or from any trustee
     therefor;  and before the receipt of any such written notice,  the Trustee,
     subject to the provisions of Section 6.1, 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 13.6 at
     least two  Business  Days prior to the date upon which by the terms  hereof
     any  money  may  become  payable  for  any  purpose   (including,   without


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<PAGE>

     limitation,  the payment of the principal of or interest on any Debenture),
     then,  anything  herein  contained  to the  contrary  notwithstanding,  the
     Trustee  shall have full power and  authority  to receive such money and to
     apply the same to the purposes for which they were received,  and shall not
     be affected by any notice to the contrary that may be received by it within
     two Business Days prior to such date.

          (b) The Trustee,  subject to the  provisions of Section 6.1,  shall be
     entitled to conclusively  rely on the delivery to it of a written notice by
     a Person representing  himself to be a holder of Senior Indebtedness of the
     Company  (or a trustee  on behalf of such  holder) to  establish  that such
     notice has been given by a holder of such Senior  Indebtedness or a trustee
     on behalf of any such  holder or  holders.  In the event  that the  Trustee
     determines in good faith that further  evidence is required with respect to
     the  right  of any  Person  as a  holder  of such  Senior  Indebtedness  to
     participate in any payment or  distribution  pursuant to this Article XIII,
     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 XIII, 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.

     13.7 Rights of the Trustee; Holders of Senior Indebtedness.

          (a) The Trustee in its  individual  capacity  shall be entitled to all
     the  rights  set  forth  in this  Article  XIII in  respect  of any  Senior
     Indebtedness at any time held by it, to the same extent as any other holder
     of Senior  Indebtedness,  and nothing in this  Indenture  shall deprive the
     Trustee  of any of its  rights  as such  holder.  The  Trustee's  right  to
     compensation  and  reimbursement  of  expenses  as set forth in Section 6.7
     shall not be subject to the subordination provisions of the Article XIII.

          (b) 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 XIII, and no
     implied covenants or obligations with respect to the holders of such Senior
     Indebtedness  shall be read into this  Indenture  against the Trustee.  The
     Trustee  shall not be deemed to owe any  fiduciary  duty to the  holders of
     such Senior Indebtedness and, subject to the provisions of Section 6.1, the
     Trustee shall not be liable to any holder of such Senior Indebtedness if it
     shall pay over or  deliver to holders  of  Debentures,  the  Company or any
     other   Person  money  or  assets  to  which  any  holder  of  such  Senior
     Indebtedness shall be entitled by virtue of this Article XIII or otherwise.

     13.8 Subordination May Not be Impaired.

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


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<PAGE>

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

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

                           [Signatures on next page.]


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

FIRST MERCHANTS CORPORATION,
As Company

By:    /s/  Larry R. Helms
       -----------------------------------------
Name:  Larry R. Helms, Esq.
Title: Senior Vice President and General Counsel

WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
As Trustee

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


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