<PAGE>

                                                                     EXHIBIT 4.4

                               [FORM OF INDENTURE]

                           BANKATLANTIC BANCORP, INC.

                                       AND

                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE

                                    INDENTURE

                _______% JUNIOR SUBORDINATED DEBENTURES DUE ____

                      DATED AS OF ______________ ____, ____


<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I         DEFINITIONS..........................................................................  2
         SECTION 1.1       DEFINITIONS OF TERMS........................................................  2

ARTICLE II        ISSUE, DESCRIPTION, TERMS, CONDITIONS
                  REGISTRATION AND EXCHANGE OF THE DEBENTURES.......................................... 11
         SECTION 2.1       DESIGNATION AND PRINCIPAL AMOUNT............................................ 11
         SECTION 2.2       MATURITY.................................................................... 11
         SECTION 2.3       FORM AND PAYMENT............................................................ 12
         SECTION 2.4       INTEREST.................................................................... 12
         SECTION 2.5       EXECUTION AND AUTHENTICATIONS............................................... 13
         SECTION 2.6       REGISTRATION OF TRANSFER AND EXCHANGE....................................... 14
         SECTION 2.7       TEMPORARY DEBENTURES........................................................ 16
         SECTION 2.8       MUTILATED, DESTROYED, LOST OR STOLEN
                           DEBENTURES.................................................................. 16
         SECTION 2.9       CANCELLATION................................................................ 17
         SECTION 2.10      BENEFIT OF INDENTURE........................................................ 18
         SECTION 2.11      AUTHENTICATION AGENT........................................................ 18
         SECTION 2.12      RIGHT OF SET-OFF............................................................ 19

ARTICLE III       REDEMPTION OF DEBENTURES............................................................. 19
         SECTION 3.1       REDEMPTION.................................................................. 19
         SECTION 3.2       SPECIAL EVENT REDEMPTION.................................................... 19
         SECTION 3.3       OPTIONAL REDEMPTION BY COMPANY.............................................. 20
         SECTION 3.4       NOTICE OF REDEMPTION........................................................ 20
         SECTION 3.5       PAYMENT UPON REDEMPTION..................................................... 22
         SECTION 3.6       NO SINKING FUND............................................................. 22

ARTICLE IV        EXTENSION OF INTEREST PAYMENT PERIOD................................................. 22
         SECTION 4.1       EXTENSION OF INTEREST PAYMENT PERIOD........................................ 22
         SECTION 4.2       NOTICE OF EXTENSION......................................................... 23

ARTICLE V         PARTICULAR COVENANTS OF THE COMPANY.................................................. 25
         SECTION 5.1       PAYMENT OF PRINCIPAL AND INTEREST........................................... 25
         SECTION 5.2       MAINTENANCE OF AGENCY....................................................... 25
         SECTION 5.3       PAYING AGENTS............................................................... 25
         SECTION 5.4       APPOINTMENT TO FILL VACANCY IN OFFICE OF
                           TRUSTEE..................................................................... 27
         SECTION 5.5       COMPLIANCE WITH CONSOLIDATION
                           PROVISIONS.................................................................. 27
         SECTION 5.6       LIMITATION ON TRANSACTIONS.................................................. 27
         SECTION 5.7       COVENANTS AS TO THE TRUST................................................... 28
         SECTION 5.8       COVENANTS AS TO PURCHASES................................................... 28
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ARTICLE VI        DEBENTUREHOLDERS' LISTS AND REPORTS
                  BY THE COMPANY AND THE TRUSTEE....................................................... 28
         SECTION 6.1       COMPANY TO FURNISH TRUSTEE NAMES AND
                           ADDRESSES OF DEBENTUREHOLDERS............................................... 28
         SECTION 6.2       PRESERVATION OF INFORMATION
                           COMMUNICATIONS WITH DEBENTUREHOLDERS........................................ 29
         SECTION 6.3       REPORTS BY THE COMPANY...................................................... 29
         SECTION 6.4       REPORTS BY THE TRUSTEE...................................................... 30

ARTICLE VII       REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                  ON EVENT OF DEFAULT.................................................................. 30
         SECTION 7.1       EVENTS OF DEFAULT........................................................... 30
         SECTION 7.2       COLLECTION OF INDEBTEDNESS AND SUITS FOR
                           ENFORCEMENT BY TRUSTEE...................................................... 33
         SECTION 7.3       APPLICATION OF MONEYS COLLECTED............................................. 34
         SECTION 7.4       LIMITATION ON SUITS......................................................... 35
         SECTION 7.5       RIGHTS AND REMEDIES CUMULATIVE; DELAY OR
                           OMISSION NOT WAIVER......................................................... 36
         SECTION 7.6       CONTROL BY DEBENTUREHOLDERS................................................. 37
         SECTION 7.7       UNDERTAKING TO PAY COSTS.................................................... 37
         SECTION 7.8       DIRECT ACTION BY HOLDERS OF PREFERRED
                           SECURITIES.................................................................. 38

ARTICLE VIII      FORM OF DEBENTURE AND ORIGINAL ISSUE................................................. 38
         SECTION 8.1       FORM OF DEBENTURE........................................................... 38
         SECTION 8.2       ORIGINAL ISSUE OF DEBENTURES................................................ 38
         SECTION 8.3       GLOBAL DEBENTURES........................................................... 40

ARTICLE IX        CONCERNING THE TRUSTEE............................................................... 39
         SECTION 9.1       CERTAIN DUTIES AND RESPONSIBILITIES......................................... 39
         SECTION 9.2       NOTICE OF DEFAULTS.......................................................... 40
         SECTION 9.3       CERTAIN RIGHTS OF TRUSTEE................................................... 41
         SECTION 9.4       TRUSTEE NOT RESPONSIBLE FOR RECITALS,
                           ETC......................................................................... 42
         SECTION 9.5       MAY HOLD DEBENTURES......................................................... 42
         SECTION 9.6       MONEYS HELD IN TRUST........................................................ 43
         SECTION 9.7       COMPENSATION AND REIMBURSEMENT.............................................. 43
         SECTION 9.8       RELIANCE ON OFFICERS' CERTIFICATE........................................... 43
         SECTION 9.9       DISQUALIFICATION: CONFLICTING INTERESTS..................................... 44
         SECTION 9.10      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..................................... 44
         SECTION 9.11      RESIGNATION AND REMOVAL; APPOINTMENT OF
                           SUCCESSOR................................................................... 44
         SECTION 9.12      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...................................... 46
         SECTION 9.13      MERGER, CONVERSION, CONSOLIDATION OR
                           SUCCESSION TO BUSINESS...................................................... 47
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         SECTION 9.14      PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                           THE COMPANY................................................................. 47

ARTICLE X         CONCERNING THE DEBENTUREHOLDERS...................................................... 47
         SECTION 10.1      EVIDENCE OF ACTION BY HOLDERS............................................... 47
         SECTION 10.2      PROOF OF EXECUTION BY DEBENTUREHOLDERS...................................... 48
         SECTION 10.3      WHO MAY BE DEEMED OWNERS.................................................... 48
         SECTION 10.4      CERTAIN DEBENTURES OWNED BY COMPANY
                           DISREGARDED................................................................. 49
         SECTION 10.5      ACTIONS BINDING ON FUTURE
                           DEBENTUREHOLDERS............................................................ 49

ARTICLE XI        SUPPLEMENTAL INDENTURES.............................................................. 50
         SECTION 11.1      SUPPLEMENTAL INDENTURES WITHOUT THE
                           CONSENT OF DEBENTUREHOLDERS................................................. 50
         SECTION 11.2      SUPPLEMENTAL INDENTURES WITH CONSENT OF
                           DEBENTUREHOLDERS............................................................ 51
         SECTION 11.3      EFFECT OF SUPPLEMENTAL INDENTURES........................................... 52
         SECTION 11.4      DEBENTURES AFFECTED BY SUPPLEMENTAL
                           INDENTURES.................................................................. 52
         SECTION 11.5      EXECUTION OF SUPPLEMENTAL INDENTURES........................................ 52

ARTICLE XII       SUCCESSOR CORPORATION................................................................ 53
         SECTION 12.1      COMPANY MAY CONSOLIDATE, ETC................................................ 53
         SECTION 12.2      SUCCESSOR CORPORATION SUBSTITUTED........................................... 54
         SECTION 12.3      EVIDENCE OF CONSOLIDATION, ETC. TO
                           TRUSTEE..................................................................... 54

ARTICLE XIII      SATISFACTION AND DISCHARGE........................................................... 55
         SECTION 13.1      SATISFACTION AND DISCHARGE OF INDENTURE..................................... 55
         SECTION 13.2      DISCHARGE OF OBLIGATIONS.................................................... 55
         SECTION 13.3      DEPOSITED MONEYS TO BE HELD IN TRUST........................................ 56
         SECTION 13.4      PAYMENT OF MONIES HELD BY PAYING AGENTS..................................... 56
         SECTION 13.5      REPAYMENT TO COMPANY........................................................ 56

ARTICLE XIV       IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                  OFFICERS AND DIRECTORS............................................................... 57
         SECTION 14.1      NO RECOURSE................................................................. 57

ARTICLE XV        MISCELLANEOUS PROVISIONS............................................................. 57
         SECTION 15.1      EFFECT ON SUCCESSORS AND ASSIGNS............................................ 57
         SECTION 15.2      ACTIONS BY SUCCESSOR........................................................ 57
         SECTION 15.3      SURRENDER OF COMPANY POWERS................................................. 58
         SECTION 15.4      NOTICES..................................................................... 58
         SECTION 15.5      GOVERNING LAW............................................................... 58
         SECTION 15.6      TREATMENT OF DEBENTURES AS DEBT............................................. 58
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         SECTION 15.7      COMPLIANCE CERTIFICATES AND OPINIONS........................................ 58
         SECTION 15.8      PAYMENTS ON BUSINESS DAYS................................................... 59
         SECTION 15.9      CONFLICT WITH TRUST INDENTURE ACT........................................... 59
         SECTION 15.10     COUNTERPARTS................................................................ 59
         SECTION 15.11     SEPARABILITY................................................................ 59
         SECTION 15.12     ASSIGNMENT.................................................................. 60
         SECTION 15.13     ACKNOWLEDGMENT OF RIGHTS.................................................... 60

ARTICLE XVI       SUBORDINATION OF DEBENTURES.......................................................... 60
         SECTION 16.1      AGREEMENT TO SUBORDINATE.................................................... 60
         SECTION 16.2      DEFAULT ON SENIOR DEBT OR SUBORDINATED
                           DEBT........................................................................ 61
         SECTION 16.3      LIQUIDATION; DISSOLUTION; BANKRUPTCY........................................ 61
         SECTION 16.4      SUBROGATION................................................................. 63
         SECTION 16.5      TRUSTEE TO EFFECTUATE SUBORDINATION......................................... 64
         SECTION 16.6      NOTICE BY THE COMPANY....................................................... 65
         SECTION 16.7      RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR
                           INDEBTEDNESS................................................................ 66
         SECTION 16.8      SUBORDINATION MAY NOT BE IMPAIRED........................................... 66
</TABLE>


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                                                                            PAGE

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
    Section of
Trust Indenture Act                Section of
of 1939, as amended                Indenture
-------------------                ---------

<S>                                <C>
       310(a)                         9.10
       310(b)                          9.9
                                      9.11
       310(c)                          N/A
       311(a)                         9.14
       311(b)                         9.14
       311(c)                          N/A
       312(a)                          6.1
                                       6.2(a)
       312(b)                          6.2(c)
       312(c)                          6.2(c)
       313(a)                          6.4(a)
       313(b)                          6.4(b)
       313(c)                          6.4(a)
                                       6.4(b)
       313(d)                          6.4(c)
       314(a)                          6.3(a)
       314(b)                          N/A
       314(c)                         15.7
       314(d)                          N/A
       314(e)                         15.7
       314(f)                          N/A
       315(a)                          9.1(a)
                                       9.3
       315(b)                          9.2
       315(c)                          9.1(a)
       315(d)                          9.1(b)
       315(e)                          7.7
       316(a)                          1.1
                                       7.6
       316(b)                          7.4(b)
       316(c)                         10.1(b)
       317(a)                          7.2
       317(b)                          5.3
       318(a)                         15.9
</TABLE>

Note:    This Cross-Reference Table does not constitute part of this Indenture
and shall not affect the interpretation of any of its terms or provisions.


                                       -v-
<PAGE>

                                    INDENTURE

INDENTURE, dated as of _________ ____, ____, between BANKATLANTIC BANCORP, INC.,
a Florida corporation (the "Company"), and WILMINGTON TRUST COMPANY, a banking
corporation duly organized and existing under the laws of the State of Delaware,
as trustee (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
unsecured securities to be known as its _____% Junior Subordinated Debentures
due ____ (hereinafter referred to as the "Debentures"), the form and substance
of such Debentures and the terms, provisions and conditions thereof to be set
forth as provided in this Indenture; and

WHEREAS, BBC Capital Trust II, a Delaware statutory business trust (the
"Trust"), has offered to the public $_______ million aggregate liquidation
amount of its Preferred Securities (as defined herein) and proposes to invest
the proceeds from such offering, together with the proceeds of the issuance and
sale by the Trust to the Company of $_______ million aggregate liquidation
amount of its Common Securities (as defined herein), in $_________ million
aggregate principal amount of the Debentures; and

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

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

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 and the purchase of the
Debentures by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of the Debentures and
intending to be legally bound hereby:


<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1                DEFINITIONS OF TERMS.

The terms defined in this Section 1.1 (except as in this Indenture 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 otherwise expressly provided or
unless the context otherwise requires), shall have the meanings assigned to such
terms in the Trust Indenture Act and in the Securities Act as in force at the
date of the execution of this instrument. All accounting terms used herein and
not expressly defined shall have the meanings assigned to such terms in
accordance with Generally Accepted Accounting Principles as in effect at the
time of computation.

"Accelerated Maturity Date" means if the Company elects to accelerate the
Maturity Date in accordance with Section 2.2(b), the date selected by the
Company which is prior to the Scheduled Maturity Date, but is after
_____________, ____.

"Additional Interest" shall have the meaning set forth in Section 2.4.

"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.

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


                                       -2-
<PAGE>

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

"Authenticating Agent" means an authenticating agent with respect to the
Debentures appointed by the Trustee pursuant to Section 2.11.

"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.

"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, or the State of Florida 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.

"Capital Treatment Event" means the reasonable determination by the Company
that, as a result of any amendment to, or change (including any proposed change)
in, the laws (or any regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such proposed change pronouncement, action or decision is announced on or after
the date of original issuance of the Preferred Securities under the Trust
Agreement, there is more than an insubstantial risk that the Company will not be
entitled to treat an amount equal to the Liquidation Amount of such Preferred
Securities as "Tier 1 Capital" (or the then equivalent thereof) for purposes of
the capital adequacy guidelines of the Federal Reserve (or any successor
regulatory authority with jurisdiction over bank holding companies), or any
capital adequacy guidelines as then in effect and applicable to the Company.

"Certificate" means a certificate signed by the principal executive officer, the
principal financial officer, the principal accounting


                                       -3-
<PAGE>

officer, the treasurer or any vice president of the Company. The Certificate
need not comply with the provisions of Section 15.7.

"Change in 1940 Act Law" shall have the meaning set forth in the definition of
"Investment Company Event." "Commission" means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Incentive
Act, then the body performing such duties on such date.

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

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

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

"Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administrator.

"Coupon Rate" shall have the meaning set forth in Section 2.4.

"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.


                                       -4-
<PAGE>

"Debenture Register" shall have the meaning set forth in Section 2.6(b).

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

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

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

"Depositary" means, with respect to the Debentures issuable or issued in whole
or in part in the form of one or more Global Debentures, the Person designated
as Depositary by the Company.

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

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

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


                                       -5-
<PAGE>

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

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

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

"Global Debenture" means a Debenture in the form prescribed in Exhibit A hereto
evidencing all or part of the Debentures, issued to the Depositary or its
nominee, and registered in the name of such 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 amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

"Herein," "hereof," and "hereunder," and other words of similar import, refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision.

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

"Interest Payment Date," when used with respect to any installment of interest
on the Debentures, means the date specified in the 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.


                                       -6-
<PAGE>

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

"Investment Company Event" means the receipt by the Trust of an Opinion of
Counsel, rendered by a law firm experienced in such matters having experience in
tax and securities practice, to the effect that, as a result of the occurrence
of a change in law or regulation or a change in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law"), the Trust is or shall be
considered an "investment company" that is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the date of original issuance of the Preferred Securities under the Trust
Agreement. "Maturity Date" means the date on which the Debentures mature and on
which the principal shall be due and payable together with all accrued and
unpaid interest thereon including Compounded Interest and Additional Interest,
if any.

"Ministerial Action" shall have the meaning set forth in Section 3.2.

"Officers' Certificate" means a certificate signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Controller or an
Assistant Controller or the Secretary or an Assistant Secretary, of the Company,
and delivered to the appropriate Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 816 shall be the principal
executive, financial or accounting officer of the Company. Any officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

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

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

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


                                       -7-
<PAGE>

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

"Opinion of Counsel" means an opinion in writing of legal counsel, who may be an
employee of or counsel for the Company, that is delivered to the Trustee in
accordance with the terms hereof.

"Outstanding," when used with reference to the Debentures, means, subject to the
provisions of Section 10.4, as of any particular time, all Debentures
theretofore authenticated and delivered by the Trustee under this Indenture,
except (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 in Article III 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 2.6.

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

"Place of Payment" means the place or places where the principal of and interest
on the Debentures are payable in accordance with the terms of this Indenture.

"Predecessor Debenture" means every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for the purposes of this definition, any Debenture authenticated and delivered
under Section 2.8 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 the
Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation,


                                       -8-
<PAGE>

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.

"Responsible Officer" when used with respect to the Trustee means the Chairman
of the Board of Directors, the President, any Vice President, the Secretary, the
Treasurer, any trust officer, any corporate trust officer or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

"Scheduled Maturity Date" means _____________, ____.

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

"Senior Debt" means the principal of (and premium, if any) and interest, if any
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on 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 of the Company to any of its subsidiaries; (iii) any Debt to any
employee of the Company; (iv) 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
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


                                       -9-
<PAGE>

a result of subordination provisions to which such Debt is subject; and (v) any
Debt which constitutes Subordinated Debt.

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

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

"Subordinated Debt" means the principal of (and premium, if any) and interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, which is by its terms expressly provided to be junior and subordinate
to other Debt of the Company (other than the Debentures) including, without
limitation, the Company's currently outstanding 9.0% Subordinated Debentures due
2005 and 5 5/8% Convertible Subordinated Debentures due 2007.

"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, 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.

"Tax Event" means the receipt by the Trust of an Opinion of Counsel, rendered by
a law firm experienced in such matters, to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or shall be within 90 days after the
date of such Opinion of Counsel, subject to United States federal income tax
with respect to income received or accrued on the Debentures; (ii) interest
payable by the Company on the Debentures is not, or within 90 days after the
date of such Opinion of Counsel, shall not be, deductible by the Company, in
whole or in part, for United States


                                      -10-
<PAGE>

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

"Trust" means BBC Capital Trust II, a Delaware statutory business trust.

"Trust Agreement" means the Amended and Restated Trust Agreement, dated
______________, ____, of the Trust, as amended, modified or supplemented from
time to time, among the trustees of the trust named therein, the Company, as
depositor, and the holders from time to time of undivided beneficial ownership
interests in the assets of trust.

"Trustee" means Wilmington Trust Company and, subject to the provisions of
Article IX, 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.

"Trust Indenture Act," means the Trust Indenture Act of 1939, as amended,
subject to the provisions of Sections 11.1, 11.2, and 12.1 and any statute
successor thereto, in each case as amended from time to time.

"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.


                                      -11-
<PAGE>

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

SECTION 2.1                DESIGNATION AND PRINCIPAL AMOUNT.

There is hereby authorized Debentures designated the "____% Junior Subordinated
Debentures due ____," limited in aggregate principal amount to $_____________
million, which amount shall be as set forth in any written order of the Company
for the authentication and delivery of Debentures pursuant to Section 2.5.

SECTION 2.2                MATURITY.

         (a)      The Maturity Date shall be either:

                  (i)      the Scheduled Maturity Date; or

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

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

         (c)      if the Company elects to accelerate the Maturity Date in
                  accordance with Section 2.2(b), the Company shall give notice
                  to the registered holders of the Debentures, the Property
                  Trustee and the Trust of the acceleration of the Maturity Date
                  and the Accelerated Maturity Date at least 90 days and no more
                  than 180 days before the Accelerated Maturity Date.

SECTION 2.3                FORM AND PAYMENT.

The Debentures shall be issued in fully registered certificated form without
interest coupons. Principal and interest on the Debentures issued in
certificated form shall be payable, the transfer of such Debentures shall be
registrable and such Debentures shall be exchangeable for Debentures bearing
identical terms and provisions at the office or agency of the Trustee; provided,
however, that payment of interest may be made at the


                                      -12-
<PAGE>

option of the Company by check mailed to the holder at such address as shall
appear in the Debenture Register or by wire transfer to an account maintained by
the holder as specified in the Debenture Register, provided that the holder
provides proper transfer instructions by the regular record date.
Notwithstanding the foregoing, so long as the holder of any Debentures is the
Property Trustee, the payment of the principal of and interest (including
Compounded Interest and Additional Interest, if any) on such Debentures held by
the Property Trustee shall be made at such place and to such account as may be
designated by the Property Trustee.

SECTION 2.4                INTEREST.

         (a)      Each Debenture shall bear interest at the rate of ____%
                  per annum (the "Coupon Rate") from the original date of
                  issuance until the principal thereof becomes due and
                  payable, and on any overdue principal and (to the extent
                  that payment of such interest is enforceable under
                  applicable law) on any overdue installment of interest at
                  the Coupon Rate, compounded quarterly, payable (subject
                  to the provisions of Article IV) quarterly in arrears on
                  March 31, June 30, September 30, and December 31 of each
                  year (each, an "Interest Payment Date," commencing on
                  __________, ____), to the Person in whose name such
                  Debenture or any Predecessor Debenture is registered, at
                  the close of business on the regular record date for such
                  interest installment, which shall be the fifteenth day of
                  the last month of the calendar quarter.

         (b)      The amount of interest payable for any period shall be
                  computed on the basis of a 360-day year of twelve 30-day
                  months.  Except as provided in the following sentence,
                  the amount of interest payable for any period shorter
                  than a full quarterly period for which interest is
                  computed, shall be computed on the basis of the actual
                  number of days elapsed in such period.  In the event that
                  any date on which interest is payable on the Debentures
                  is not a Business Day, then payment of interest payable
                  on such date shall be made on the next succeeding day
                  which is a Business Day (and without any interest or
                  other payment in respect of any such delay), except that,
                  if such Business Day is in the next succeeding calendar
                  year, such payment shall be made on the immediately
                  preceding Business Day, in each case with the same force
                  and effect as if made on the date such payment was
                  originally payable.

         (c)      If, at any time while the Property Trustee is the holder
                  of any Debentures, the Trust or the Property Trustee is


                                      -13-
<PAGE>

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

SECTION 2.5                EXECUTION AND AUTHENTICATIONS.

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

         (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 executed by the Company to the Trustee for


                                      -14-
<PAGE>

                  authentication, together with a written order of the Company
                  for the authentication and delivery of such Debentures signed
                  by its Chief Executive Officer, President or any Vice
                  President and its Secretary or any Assistant Secretary, 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 9.1) shall
                  be fully protected in relying upon, an Opinion of Counsel
                  stating that the form and terms thereof have been
                  established in conformity with the provisions of this
                  Indenture.

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

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

SECTION 2.6                REGISTRATION OF TRANSFER AND EXCHANGE.

         (a)      Debentures may be exchanged upon presentation thereof at the
                  office or agency of the Company designated for such purpose,
                  for other Debentures and for a like aggregate principal
                  amount, upon payment of a sum sufficient to cover any tax or
                  other governmental charge in relation thereto, all as provided
                  in this Section 2.6. In respect of any Debentures so
                  surrendered for exchange, the


                                      -15-
<PAGE>

                  Company shall execute, the Trustee shall authenticate and such
                  office or agency shall deliver in exchange therefor the
                  Debenture or Debentures that the Debenture holder 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 or such
                  other location designated by the Company a register or
                  registers (herein referred to as the "Debenture
                  Register") in which, subject to such reasonable
                  regulations as it may prescribe, the Company shall
                  register the Debentures and the transfers of 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 be appointed 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 for a like
                  aggregate principal amount.  All Debentures presented or
                  surrendered for exchange or registration of transfer, as
                  provided in this Section 2.6, 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 2.7, Section 3.5(b) and Section 11.4 not
                  involving any transfer.

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


                                      -16-
<PAGE>

SECTION 2.7                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 such
purpose, 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.

SECTION 2.8                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 or stolen.  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 any
                  officer of the Company.  Upon the issuance of any
                  substituted Debenture, the Company may require the


                                      -17-
<PAGE>

                  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.

         (b)      Every replacement Debenture issued pursuant to the
                  provisions of this Section 2.8 shall constitute an
                  additional contractual obligation of the Company whether
                  or not the mutilated, destroyed, lost or stolen Debenture
                  shall be found at any time, or be enforceable by anyone,
                  and shall be entitled to all the benefits of this
                  Indenture equally and proportionately with any and all
                  other Debentures duly issued hereunder.  All Debentures
                  shall be held and owned upon the express condition that
                  the foregoing provisions are exclusive with respect to
                  the replacement or payment of mutilated, destroyed, lost
                  or stolen Debentures, and shall preclude (to the extent
                  lawful) any and all other rights or remedies,
                  notwithstanding any law or statute existing or hereafter
                  enacted to the contrary with respect to the replacement
                  or payment of negotiable instruments or other securities
                  without their surrender.

SECTION 2.9                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


                                      -18-
<PAGE>

Debentures, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Debentures unless and until
the same are delivered to the Trustee for cancellation.

SECTION 2.10               BENEFIT OF INDENTURE.

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

SECTION 2.11               AUTHENTICATION AGENT.

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

         (b)      Any Authenticating Agent may at any time resign by giving
                  written notice of resignation to the Trustee and to the
                  Company.  The Trustee may at any time (and upon request


                                      -19-
<PAGE>

                  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.

SECTION 2.12               RIGHT OF SET-OFF.

         With respect to the Debentures initially issued to the Trust,
notwithstanding anything to the contrary herein, the Company shall have the
right to set off any payment it is otherwise required to make in respect of any
such Debenture to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the Preferred
Securities Guarantee relating to such Debenture or to a holder of Preferred
Securities pursuant to an action undertaken under Section 7.8 of this Indenture.

                                   ARTICLE III
                            REDEMPTION OF DEBENTURES

SECTION 3.1                REDEMPTION.

Subject to the Company having received prior regulatory approval, if then
required under applicable capital guidelines or regulatory policies, the Company
may redeem the Debentures issued hereunder on and after the dates set forth in
and in accordance with the terms of this Article III.

SECTION 3.2                SPECIAL EVENT REDEMPTION.

Subject to the Company having received prior regulatory approval, if then
required under applicable capital guidelines or regulatory policies, if a
Special Event has occurred and is continuing, then, notwithstanding Section 3.3,
the Company shall have the right upon not less than 30 days nor more than 60
days notice to the holders of the Debentures to redeem the Debentures, in whole
but not in part, for cash within 180 days following the occurrence of such
Special Event (the "180-Day Period") at a redemption price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption (the "Redemption Price"), provided that if at the
time there is available to the Company the opportunity to eliminate, within the
180-Day Period, a Tax Event by taking some ministerial action (a


                                      -20-
<PAGE>

"Ministerial Action"), such as filing a form or making an election, or pursuing
some other similar reasonable measure which has no adverse effect on the
Company, the Trust or the holders of the Trust Securities issued by the Trust,
the Company shall pursue such Ministerial Action in lieu of redemption, and,
provided further, that the Company shall have no right to redeem the Debentures
while the Trust is pursuing any Ministerial Action pursuant to its obligations
under the Trust Agreement. The Redemption Price shall be paid prior to 12:00
noon, New York time, on the date of such redemption or such earlier time as the
Company determines, provided that the Company shall deposit with the Trustee an
amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on
the date such Redemption Price is to be paid.

SECTION 3.3                OPTIONAL REDEMPTION BY COMPANY. Except as otherwise
may be specified in this Indenture, the Company shall have the right to redeem
the Debentures, in whole or in part, from time to time, on or after
____________, ____, at a Redemption Price equal to 100% of the principal amount
to be redeemed plus any accrued and unpaid interest thereon to the date of such
redemption. Any redemption pursuant to this Section 3.3 shall be made upon not
less than 30 days nor more than 60 days notice to the holder of the Debentures,
at the Redemption Price. If the Debentures are only partially redeemed pursuant
to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in
such other manner as the Trustee shall deem appropriate and fair in its
discretion. The Redemption Price shall be paid prior to 12:00 noon, New York
time, on the date of such redemption or at such earlier time as the Company
determines provided that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date
such Redemption Price is to be paid.

SECTION 3.4                NOTICE OF REDEMPTION.

         (a)      In case the Company shall desire to exercise such right
                  to redeem all or a portion of the Debentures in
                  accordance with the right reserved so to do, the Company
                  shall, or shall cause the Trustee to upon receipt of 45
                  days' written notice from the Company, give notice of
                  such redemption to holders of the Debentures to be
                  redeemed by mailing, first class postage prepaid, a
                  notice of such redemption not less than 30 days and not
                  more than 60 days before the date fixed for redemption to
                  such holders at their last addresses as they shall appear
                  upon the Debenture Register unless a shorter period is
                  specified in the Debentures to be redeemed.  Any notice
                  that is mailed in the manner herein provided shall be
                  conclusively presumed to have been duly given, whether or


                                      -21-
<PAGE>

                  not the registered holder receives the notice. In any case,
                  failure duly to give such notice to the holder of any
                  Debenture designated for redemption in whole or in part, or
                  any defect in the notice, shall not affect the validity of the
                  proceedings for the redemption of any other Debentures. In the
                  case of any redemption of Debentures prior to the expiration
                  of any restriction on such redemption provided in the terms of
                  such Debentures or elsewhere in this Indenture, the Company
                  shall furnish the Trustee with an Officers' Certificate
                  evidencing compliance with any such restriction. Each such
                  notice of redemption shall specify the date fixed for
                  redemption and the Redemption Price and shall state that
                  payment of the Redemption Price shall be made at the office or
                  agency of the Company or at the Corporate Trust Office, upon
                  presentation and surrender of such Debentures, that interest
                  accrued to the date fixed for redemption shall be paid as
                  specified in said notice and that from and after said date
                  interest shall cease to accrue. If less than all the
                  Debentures are to be redeemed, the notice to the holders of
                  the Debentures shall specify the particular Debentures to be
                  redeemed. If the Debentures are to be redeemed in part only,
                  the notice shall state the portion of the principal amount
                  thereof to be redeemed and shall state that on and after the
                  redemption date, upon surrender of such Debenture, a new
                  Debenture or Debentures in principal amount equal to the
                  unredeemed portion thereof shall be issued.

         (b)      If less than all the Debentures are to be redeemed, the
                  Company shall give the Trustee at least 45 days' notice
                  in advance of the date fixed for redemption as to the
                  aggregate principal amount of Debentures to be redeemed,
                  and thereupon the Trustee shall select, by lot or in such
                  other manner as it shall deem appropriate and fair in its
                  discretion, the portion or portions (equal to $__ or any
                  integral multiple thereof) of the Debentures to be
                  redeemed and shall thereafter promptly notify the Company
                  in writing of the numbers of the Debentures to be
                  redeemed, in whole or in part.  The Company may, if and
                  whenever it shall so elect pursuant to the terms hereof,
                  by delivery of instructions signed on its behalf by its
                  President or any Vice President, instruct the Trustee or
                  any paying agent to call all or any part of the
                  Debentures for redemption and to give notice of
                  redemption in the manner set forth in this Section 3.4,
                  such notice to be in the name of the Company or its own
                  name as the Trustee or such paying agent may deem
                  advisable.  In any case in which notice of redemption is
                  to be given by the Trustee or any such paying agent, the


                                      -22-
<PAGE>

                  Company shall deliver or cause to be delivered to, or permit
                  to remain with, the Trustee or such paying agent, as the case
                  may be, such Debenture Register, transfer books or other
                  records, or suitable copies or extracts therefrom, sufficient
                  to enable the Trustee or such paying agent to give any notice
                  by mail that may be required under the provisions of this
                  Section 3.4.

SECTION 3.5                PAYMENT UPON REDEMPTION.

         (a)      If the giving of notice of redemption shall have been
                  completed as above provided, the Debentures or portions
                  of Debentures to be redeemed specified in such notice
                  shall become due and payable on the date and at the place
                  stated in such notice at the applicable Redemption Price,
                  and interest on such Debentures or portions of Debentures
                  shall cease to accrue on and after the date fixed for
                  redemption, unless the Company shall default in the
                  payment of such Redemption Price with respect to any such
                  Debenture or portion thereof.  On presentation and
                  surrender of such Debentures on or after the date fixed
                  for redemption at the place of payment specified in the
                  notice, said Debentures shall be paid and redeemed at the
                  Redemption Price (but if the date fixed for redemption is
                  an interest payment date, the interest installment
                  payable on such date shall be payable to the registered
                  holder at the close of business on the applicable record
                  date pursuant to Section 2.4).

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

SECTION 3.6                NO SINKING FUND.

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

                                   ARTICLE IV
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1                EXTENSION OF INTEREST PAYMENT PERIOD.


                                      -23-
<PAGE>

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

SECTION 4.2                NOTICE OF EXTENSION.

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


                                      -24-
<PAGE>

                  issued by the Trust, but in any event at least one Business
                  Day before such record date.

         (b)      If the Property Trustee is not the only holder of the
                  Debentures at the time the Company selects an Extended
                  Interest Payment Period, the Company shall give the
                  holders of the Debentures and the Trustee written notice
                  of its selection of such Extended Interest Payment Period
                  at least one Business Day before the earlier of (i) the
                  next succeeding Interest Payment Date; or (ii) the date
                  the Company is required to give notice of the record or
                  payment date of such interest payment to The Nasdaq Stock
                  Market's National Market or other applicable
                  self-regulatory organization or to holders of the
                  Debentures.

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

                                    ARTICLE V
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.1                PAYMENT OF PRINCIPAL AND INTEREST.

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

SECTION 5.2                MAINTENANCE OF AGENCY.

So long as any of the Debentures remain Outstanding, the Company shall maintain
an office or agency in the Place of Payment where (i) Debentures may be
presented for payment; (ii) Debentures may be presented as hereinabove
authorized for registration of transfer and exchange; and (iii) notices and
demands to or upon the Company in respect of the Debentures and this Indenture
may be given or served, such designation to continue with respect to such office
or agency until the Company shall, by written notice signed by its President or
a 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


                                      -25-
<PAGE>

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 where the Debentures may be presented for registration or transfer and
for exchange in the manner provided herein, and the Company may from time to
time rescind such designation as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain any such office or agency in
the Place of Payment for such purposes. The Company shall give the Trustee
prompt written notice of any such designation or rescission thereof.

SECTION 5.3                PAYING AGENTS.

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

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

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

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

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

         (b)      If the Company shall act as its own paying agent with respect
                  to the Debentures, it shall on or before each due date of the
                  principal of or interest on such Debentures, set aside,
                  segregate and hold in trust for the benefit of the Persons
                  entitled thereto a sum sufficient to pay such principal or
                  interest so becoming due on Debentures until


                                      -26-
<PAGE>

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

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

SECTION 5.4                APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, shall appoint, in the manner provided in Section 9.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 5.5                COMPLIANCE WITH CONSOLIDATION PROVISIONS.

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


                                      -27-
<PAGE>

SECTION 5.6                LIMITATION ON TRANSACTIONS.

If Debentures are issued to the Trust or a trustee of the Trust in connection
with the issuance of Trust Securities by the Trust and (i) there shall have
occurred any event that would constitute an Event of Default; (ii) the Company
shall be in default with respect to its payment of any obligations under the
Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall
have given notice of its election to defer payments of interest on such
Debentures by extending the interest payment period as provided in this
Indenture and such period, or any extension thereof, shall be continuing, then
(a) the Company shall not 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 (1) the combination or
reclassification of any class of the Company's capital stock into another class
of capital stock or the exchange or conversion of one class of its capital stock
for another class or series of its capital stock, (2) dividends or distributions
payable in any class of the Company's common stock, (3) any declaration of a
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, (4) purchases of the Company's
common stock related to the rights under any of the Company's benefit plans for
its or its subsidiaries' directors, officers or employees and (5) purchases by
the Company of fractional interests in shares of its capital stock pursuant to
the conversion or exchange provisions of the capital stock or the security being
converted or exchanged); (b) the Company shall not 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;
provided, however, that the Company may make payments pursuant to its
obligations under the Preferred Securities Guarantee; and (c) the Company shall
not redeem, purchase or acquire less than all of the outstanding Debentures or
any of the Preferred Securities.

SECTION 5.7                COVENANTS AS TO THE TRUST.

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


                                      -28-
<PAGE>

in connection with a distribution of Debentures, the redemption of all of the
Trust Securities of the Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement; and (b) to otherwise
continue to be classified as a grantor trust for United States federal income
tax purposes, except in connection with a distribution of the Debentures; and
(iii) use its reasonable efforts to cause each holder of Trust Securities to be
treated as owning an individual beneficial interest in the Debentures. In
connection with the distribution of the Debentures to the holders of the
Preferred Securities issued by the Trust upon a Dissolution Event, the Company
shall use its best efforts to list such Debentures on The Nasdaq Stock Market's
National Market or on such other exchange as the Preferred Securities are then
listed.

SECTION 5.8                COVENANTS AS TO PURCHASES.

Prior to _________ ___, ____, the Company shall not purchase any Debentures, in
whole or in part, from the Trust.

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

SECTION 6.1                COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                           DEBENTUREHOLDERS

The Company shall furnish or cause to be furnished to the Trustee (a) on a
monthly basis on each regular record date (as described in Section 2.4) a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the holders of the Debentures as of such regular record date, provided that
the Company shall not be obligated to furnish or cause to furnish such list at
any time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company; 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.

SECTION 6.2                PRESERVATION OF INFORMATION COMMUNICATIONS WITH
                           DEBENTUREHOLDERS

         (a)      The Trustee shall preserve, in as current a form as is
                  reasonably practicable, all information as to the names


                                      -29-
<PAGE>

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

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

         (c)      Debentureholders may communicate 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.

SECTION 6.3                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 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 over-night delivery
                  service that provides for evidence of receipt,


                                      -30-
<PAGE>

                  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 6.3 as may
                  be required by rules and regulations prescribed from time to
                  time by the Commission.

SECTION 6.4                REPORTS BY THE TRUSTEE.

         (a)      On or before July 15 in each year in which any of the
                  Debentures are Outstanding, the Trustee shall transmit by
                  mail, first class postage prepaid, to the Debentureholders, as
                  their names and addresses appear upon the Debenture Register,
                  a brief report dated as of the preceding May 15, if and to the
                  extent required under Section 313(a) of the Trust Indenture
                  Act.

         (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 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 VII
                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

SECTION 7.1                EVENTS OF DEFAULT.

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

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


                                      -31-
<PAGE>

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

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

                  (iv)     the Company pursuant to or within the meaning of any
                           Bankruptcy Law (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;

                  (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; or

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

         (b)      In each and every such case, unless the principal of all the
                  Debentures shall have already become due and payable, either
                  the Trustee or the holders of not less than 25% in aggregate
                  principal amount of the Debentures then Outstanding hereunder,
                  by notice in writing to the


                                      -32-
<PAGE>

                  Company (and to the Trustee if given by such Debentureholders)
                  may declare the principal of all the Debentures to be due and
                  payable immediately, and upon any such declaration the same
                  shall become and shall be immediately due and payable,
                  notwithstanding anything contained in this Indenture or in the
                  Debentures.

         (c)      At any time after the principal of the Debentures shall
                  have been so declared due and payable, and before any
                  judgment or decree for the payment of the moneys due
                  shall have been obtained or entered as hereinafter
                  provided, the holders of a majority in aggregate
                  principal amount of the Debentures then Outstanding
                  hereunder, by written notice to the Company and the
                  Trustee, may rescind and annul such declaration and its
                  consequences if: (i) the Company has paid or deposited
                  with the Trustee a sum sufficient to pay all matured
                  installments of interest upon all the Debentures and the
                  principal of any and all Debentures that shall have
                  become due otherwise than by acceleration (with interest
                  upon such principal, and upon overdue installments of
                  interest, at the rate per annum expressed in the
                  Debentures to the date of such payment or deposit) and
                  the amount payable to the Trustee under Section 9.6; 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 7.6.  No such
                  rescission and annulment shall extend to or shall affect
                  any subsequent default or impair any right consequent
                  thereon.

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

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

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


                                      -33-
<PAGE>

                  a period of 90 Business Days; or (2) in case it shall default
                  in the payment of the principal of any of the Debentures when
                  the same shall have become due and payable, whether upon
                  maturity of the Debentures or upon redemption or upon
                  declaration or otherwise, then, upon demand of the Trustee,
                  the Company shall pay to the Trustee, for the benefit of the
                  holders of the Debentures, the whole amount that then shall
                  have been become due and payable on all such Debentures for
                  principal or interest, or both, as the case may be, with
                  interest upon the overdue principal and (if the Debentures are
                  held by the Trust or a trustee of the Trust, without
                  duplication of any other amounts paid by the Trust or trustee
                  in respect thereof) upon overdue installments of interest at
                  the rate per annum expressed in the Debentures; and, in
                  addition thereto, such further amount as shall be sufficient
                  to cover the costs and expenses of collection, and the amount
                  payable to the Trustee under Section 9.7.

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

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


                                      -34-
<PAGE>

                  amount payable to the Trustee under Section 9.7; and any
                  receiver, assignee or trustee in bankruptcy or reorganization
                  is hereby authorized by each of the holders of the Debentures
                  to make such payments to the Trustee, and, in the event that
                  the Trustee shall consent to the making of such payments
                  directly to such Debentureholders, to pay to the Trustee any
                  amount due it under Section 9.7.

         (d)      All rights of action and of asserting claims under this
                  Indenture, or under any of the terms established with
                  respect to Debentures, may be enforced by the Trustee
                  without the possession of any of such Debentures, or the
                  production thereof at any trial or other proceeding
                  relating thereto, and any such suit or proceeding
                  instituted by the Trustee shall be brought in its own
                  name as trustee of an express trust, and any recovery of
                  judgment shall, after provision for payment to the
                  Trustee of any amounts due under Section 9.7, be for the
                  ratable benefit of the holders of the Debentures.  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 the
                  Debentures or the rights of any holder thereof or to
                  authorize the Trustee to vote in respect of the claim of
                  any Debentureholder in any such proceeding.

SECTION 7.3                APPLICATION OF MONEYS COLLECTED.

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


                                      -35-
<PAGE>

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

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

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

SECTION 7.4                LIMITATION ON SUITS.

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

         (b)      Notwithstanding anything contained herein to the contrary
                  or any other provisions of this Indenture, the right of
                  any holder of the Debentures to receive payment of the
                  principal of and interest on the Debentures, as therein
                  provided, on or after the respective due dates expressed
                  in such Debenture (or in the case of redemption, on the
                  redemption date), or to institute suit for the
                  enforcement of any such payment on or after such
                  respective dates or redemption date, shall not be


                                      -36-
<PAGE>

                  impaired or affected without the consent of such holder and by
                  accepting a Debenture hereunder it is expressly understood,
                  intended and covenanted by the taker and holder of every
                  Debenture with every other such taker and holder and the
                  Trustee, that no one or more holders of Debentures shall have
                  any right in any manner whatsoever by virtue or by availing of
                  any provision of this Indenture to affect, disturb or
                  prejudice the rights of the holders of any other of such
                  Debentures, or to obtain or seek to obtain priority over or
                  preference to any other such holder, or to enforce any right
                  under this Indenture, except in the manner herein provided and
                  for the equal, ratable and common benefit of all holders of
                  Debentures. For the protection and enforcement of the
                  provisions of this Section 7.4, each and every Debentureholder
                  and the Trustee shall be entitled to such relief as can be
                  given either at law or in equity.

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

         (a)      Except as otherwise provided in Section 2.8, all powers
                  and remedies given by this Article VII to the Trustee or
                  to the Debentureholders shall, to the extent permitted by
                  law, be deemed cumulative and not exclusive of any other
                  powers and remedies available to the Trustee or the
                  holders of the Debentures, by judicial proceedings or
                  otherwise, to enforce the performance or observance of
                  the covenants and agreements contained in this Indenture
                  or otherwise established with respect to such Debentures.

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


                                      -37-
<PAGE>

SECTION 7.6                CONTROL BY DEBENTUREHOLDERS.

The holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding, determined in accordance with Section 10.4, 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 9.1, 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 the Debentures at the time Outstanding affected thereby,
determined in accordance with Section 10.4, may on behalf of the holders of all
of the Debentures waive any past default in the performance of any of the
covenants contained herein and its consequences, except (i) a default in the
payment of the principal of or interest on, any of the Debentures as and when
the same shall become due by the terms of such Debentures otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal has been deposited with the
Trustee (in accordance with Section 7.l(c)); (ii) a default in the covenants
contained in Section 5.6; or (iii) in respect of a covenant or provision hereof
which cannot be modified or amended without the consent of the holder of each
Outstanding Debenture affected; provided, however, that if the Debentures are
held by the Trust or a trustee of the Trust, such waiver or modification to such
waiver shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the Trust shall have consented to such waiver
or modification to such waiver; provided further, that if the consent of the
holder of each Outstanding Debenture is required, such waiver shall not be
effective until each holder of the Trust Securities of the Trust shall have
consented to such waiver. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Debentures shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.

SECTION 7.7                UNDERTAKING TO PAY COSTS.

All parties to this Indenture agree, and each holder of any Debentures by such
holder's acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this


                                      -38-
<PAGE>

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 7.7 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Debentureholder, or group of Debentureholders holding more
than 10% in aggregate principal amount of the Outstanding Debentures, or to any
suit instituted by any Debentureholder for the enforcement of the payment of the
principal of or interest on the Debentures, on or after the respective due dates
expressed in such Debenture or established pursuant to this Indenture.

SECTION 7.8                DIRECT ACTION BY HOLDERS OF PREFERRED SECURITIES. Any
registered holder of the Preferred Securities issued by the Trust shall have the
right, upon the occurrence of an Event of Default described in Section 7.1(a)(i)
or 7.1(a)(ii), to direct the Property Trustee to enforce its rights under this
Indenture. If the Property Trustee fails to enforce its rights under this
Indenture to the fullest extent permitted by applicable law, any registered
holder of the Preferred Securities issued by the Trust may institute a suit
directly against the Company for enforcement of payment to such holder of
principal of and (subject to Sections 2.4 and 4.1) interest (including any
Additional Interest) on the Debentures having a principal amount equal to the
aggregate Liquidation Amount (as defined in the Trust Agreement) of such
Preferred Securities held by such holder.

                                  ARTICLE VIII
                      FORM OF DEBENTURE AND ORIGINAL ISSUE

SECTION 8.1                FORM OF DEBENTURE.

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

SECTION 8.2                ORIGINAL ISSUE OF DEBENTURES.

Debentures in the aggregate principal amount of $_______________ may, upon
execution of this Indenture, be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Debentures to or upon the written order of the Company, signed by
its Chairman, its Vice Chairman, its President, or any Vice President and its
Treasurer or an Assistant Treasurer, without any further action by the Company.


                                      -39-
<PAGE>

SECTION 8.3                GLOBAL DEBENTURES.

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

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

         (c)      If any Global Debenture is to be exchanged for other
                  Debentures or cancelled in whole, it shall be surrendered
                  by or on behalf of the Depositary or its nominee to the
                  Debenture Registrar for exchange or cancellation as
                  provided in this Indenture.  If any Global Debenture is
                  to be exchanged for other Debentures or cancelled in
                  part, or if another Debenture is to be exchanged in whole
                  or in part for a beneficial interest in any Global
                  Debenture, then either (i) such Global Debenture shall be
                  so surrendered for exchange or cancellation as provided
                  in this Indenture or (ii) the principal amount thereof
                  shall be reduced or increased by an amount equal to the
                  portion thereof to be so exchanged or cancelled, or equal
                  to the principal amount of such other Debenture to be so
                  exchanged for a beneficial interest therein, as the case
                  may be, by means of an appropriate adjustment made on the
                  records of the Debenture Registrar, whereupon the
                  Trustee, in accordance with the Applicable Procedures,
                  shall instruct the Depositary or its authorized
                  representative to make a corresponding adjustment to its
                  records.  Upon any such surrender or adjustment of a
                  Global Debenture by the Depositary, accompanied by


                                      -40-
<PAGE>

                  registration instructions, the Trustee shall, subject to the
                  other provisions of this Indenture, authenticate and deliver
                  any Debentures issuable in exchange for such Global Debenture
                  (or any portion thereof) in accordance with the instructions
                  of the Depositary. The Trustee shall not be liable for any
                  delay in delivery of such instructions and may conclusively
                  rely on, and shall be fully protected in relying on, such
                  instructions.

         (d)      Every Debenture authenticated and delivered upon
                  registration of transfer of, or in exchange for or in
                  lieu of, a Global Debenture or any portion thereof,
                  whether pursuant to this Article VIII, Sections 2.5, 3.5
                  or 11.4 or otherwise, shall be authenticated and
                  delivered in the form of, and shall be, a Global
                  Debenture, unless such Debenture is registered in the
                  name of a Person other than the Depositary for such
                  Global Debenture or a nominee thereof.

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

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


                                      -41-
<PAGE>

                                   ARTICLE IX
                             CONCERNING THE TRUSTEE

SECTION 9.1                CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      The Trustee, prior to the occurrence of an Event of
                  Default and after the curing of all Events of Default
                  that may have occurred, shall undertake to perform with
                  respect to the 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 their exercise, as a prudent man
                  would exercise or use under the circumstances in the
                  conduct of his 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:

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

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

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


                                      -42-
<PAGE>

                           whether or not they conform to the requirements of
                           this Indenture;

         (2)      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;

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

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

SECTION 9.2                NOTICE OF DEFAULTS.

Within 90 days after actual knowledge by a Responsible Officer of the Trustee of
the occurrence of any default hereunder with respect to the Debentures, the
Trustee shall transmit by mail to all holders of the Debentures, as their names
and addresses appear in the Debenture Register, notice of such default, unless
such default shall have been cured or waived; provided, however, that, except in
the case of any default in the payment of the principal or interest (including
any Additional Interest) on any Debenture, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of the directors and/or Responsible Officers of
the Trustee determines in good faith that the withholding of such notice is in
the interests of the holders of such Debentures; and provided, further, that in
the case of any default of the character specified in section 7.l(a)(iii), no
such notice to holders of Debentures need be sent until at least 30 days after
the occurrence thereof. For the purposes of this Section 9.2, the term "default"
means any


                                      -43-
<PAGE>

event which is, or after notice or lapse of time or both, would become, an Event
of Default with respect to the Debentures.

SECTION 9.3                CERTAIN RIGHTS OF TRUSTEE.

Except as otherwise provided in Section 9.1:

         (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 the President or any Vice President and by the Secretary or
                  an Assistant Secretary or the Treasurer or an Assistant
                  Treasurer thereof (unless other evidence in respect thereof is
                  specifically prescribed herein);

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

         (d)      The Trustee may consult with counsel and the written advice of
                  such counsel or any Opinion of Counsel shall be full and
                  complete authorization and 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 such of the rights and powers vested in it by
                  this Indenture, and to use the same degree of care and


                                      -44-
<PAGE>

                  skill in their exercise, as a prudent man would exercise
                  or use under the circumstances in the conduct of his 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, but the Trustee
                  in its discretion may make such inquiry or investigation
                  into such facts or matters as it may see fit, and, if the
                  Trustee shall determine to make such inquiry or
                  investigation, it shall be entitled to examine the books,
                  records and premises of the Company, personally or by
                  agent or attorney; and

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

SECTION 9.4                TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.

         (a)      The Recitals contained herein and in the Debentures, except
                  the certificates of authentication, 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.

SECTION 9.5                MAY HOLD DEBENTURES.


                                      -45-
<PAGE>

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
and, subject to Sections 9.9 and 9.14, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, paying agent or Debenture
Registrar.

SECTION 9.6                MONEYS HELD IN TRUST.

Subject to the provisions of Section 13.5, all 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.

SECTION 9.7                COMPENSATION AND REIMBURSEMENT.

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

SECTION 9.8                RELIANCE ON OFFICERS' CERTIFICATE.

Except as otherwise provided in Section 9.1, 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


                                      -46-
<PAGE>

thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

SECTION 9.9                DISQUALIFICATION: CONFLICTING INTERESTS.

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

SECTION 9.10               CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

There shall at all times be a Trustee with respect to the Debentures issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any State or Territory thereof
or of the District of Columbia or a corporation or other Person permitted to act
as trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000, and
subject to supervision or examination by federal, state, territorial, or
District of Columbia authority. If such 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 9.10, 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 9.10, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.11.

SECTION 9.11               RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a)      The Trustee or any successor hereafter appointed, may at any
                  time resign by giving written notice thereof to the Company
                  and by transmitting notice of resignation by mail, first class
                  postage prepaid, to the Debentureholders, as their names and
                  addresses appear upon the Debenture Register. Upon receiving
                  such notice of resignation, the Company shall promptly appoint
                  a


                                      -47-
<PAGE>

                  successor trustee with respect to 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 Debentures, or any
                  Debentureholder who has been a bona fide holder of a Debenture
                  or Debentures for at least six months may, subject to the
                  provisions of Section 9.9, on behalf of himself and all others
                  similarly situated, petition any such court for the
                  appointment of a successor trustee. Such court may thereupon
                  after such notice, if any, as it may deem proper and
                  prescribe, appoint a successor trustee.

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

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

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

                  (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 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 and appoint a
                           successor trustee by written instrument, in
                           duplicate, executed by order of the Board of
                           Directors, one copy of which instrument shall be
                           delivered to the Trustee so removed and one copy to
                           the successor trustee, or, subject to the provisions
                           of Section 9.9, unless the Trustee's duty to resign
                           is stayed as provided herein, any Debentureholder who
                           has been a bona fide holder of a Debenture or
                           Debentures for at least six months


                                      -48-
<PAGE>

                           may, on behalf of that holder and all others
                           similarly situated, petition any court of competent
                           jurisdiction for the removal of the Trustee and the
                           appointment of a successor trustee. Such court may
                           thereupon after such notice, if any, as it may deem
                           proper and prescribe, remove the Trustee and appoint
                           a successor trustee.

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

         (d)      No resignation or removal of the Trustee and no appointment of
                  a successor trustee with respect to the Debentures pursuant to
                  any of the provisions of this Section 9.11 shall become
                  effective until acceptance of appointment by the successor
                  trustee as provided in Section 9.12.

SECTION 9.12               ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

         (b)      Upon request of any successor trustee, the Company shall
                  execute any and all instruments for more 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 9.12.


                                      -49-
<PAGE>

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

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

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

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

SECTION 9.14               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.

                                    ARTICLE X
                         CONCERNING THE DEBENTUREHOLDERS


                                      -50-

<PAGE>

SECTION 10.1               EVIDENCE OF ACTION BY HOLDERS.

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

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

SECTION 10.2               PROOF OF EXECUTION BY DEBENTUREHOLDERS.

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


                                      -51-
<PAGE>

         (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.

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

SECTION 10.3               WHO MAY BE DEEMED OWNERS.

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

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

SECTION 10.4               CERTAIN DEBENTURES OWNED BY COMPANY DISREGARDED.

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


                                      -52-
<PAGE>

under common control with the Company or any other obligor on the Debentures
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Debentures that the Trustee actually knows are so owned shall be so
disregarded. The Debentures so owned that have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section 10.4, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Debentures and that the pledgee is not a Person directly or
indirectly, controlling or controlled by, or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

SECTION 10.5               ACTIONS BINDING ON FUTURE DEBENTUREHOLDERS.

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

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

SECTION 11.1               SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
                           DEBENTUREHOLDERS.

In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental


                                      -53-
<PAGE>

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,
                  in the Debentures;

         (b)      to comply with Article X;

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

         (d)      to add to the covenants of the Company for the benefit of
                  the holders of all or any of the Debentures or to
                  surrender any right or power herein conferred upon the
                  Company;

         (e)      to evidence the succession of another corporation to the
                  Company, and the assumption by any such successor of the
                  covenants of the Company herein and in the Debentures
                  contained;

         (f)      to convey, transfer, assign, mortgage or pledge to or with the
                  Trustee any property or assets which the Company may desire to
                  convey, transfer, assign, mortgage or pledge;

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

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

         (i)      to provide for the issuance of and establish the form and
                  terms and conditions of the Debentures, to establish the form
                  of any certifications required to be furnished pursuant to the
                  terms of this Indenture or of the Debentures, or to add to the
                  rights of the holders of the Debentures; or

         (j)      qualify or maintain the qualification of this Indenture
                  under the Trust Indenture Act.

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,


                                      -54-
<PAGE>

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

SECTION 11.2               SUPPLEMENTAL INDENTURES WITH CONSENT OF
                           DEBENTUREHOLDERS.

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

SECTION 11.3               EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture pursuant to the provisions of
this Article XI, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and


                                      -55-
<PAGE>

immunities under this Indenture of the Trustee, the Company and the holders of
Debentures shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

SECTION 11.4               DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES.

Debentures affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article XI, may bear a notation in form approved by the Company, provided
such form meets the requirements of any exchange upon which the Debentures may
be listed, 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.

SECTION 11.5               EXECUTION OF SUPPLEMENTAL INDENTURES.

         (a)      Upon the request of the Company, accompanied by their
                  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 9.1, may receive an
                  Opinion of Counsel as conclusive evidence that any
                  supplemental indenture executed pursuant to this Article
                  XI is authorized or permitted by, and conforms to, the
                  terms of this Article XI and that it is proper for the
                  Trustee under the provisions of this Article XI to join
                  in the execution thereof.

         (b)      Promptly after the execution by the Company and the Trustee of
                  any supplemental indenture pursuant to the provisions of this
                  Section 11.5, the Trustee shall transmit by mail, first class
                  postage prepaid, a notice, setting forth in general terms the
                  substance of such supplemental indenture, to the
                  Debentureholders as their


                                      -56-
<PAGE>

                  names and addresses appear upon the Debenture Register. Any
                  failure of the Trustee to mail such notice, or any defect
                  therein, shall not, however, in any way impair or affect the
                  validity of any such supplemental indenture.

                                   ARTICLE XII
                              SUCCESSOR CORPORATION

SECTION 12.1               COMPANY MAY CONSOLIDATE, ETC.

Nothing contained in this Indenture or in any of the Debentures shall prevent
any consolidation or merger of the Company with or into any other 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, lease, transfer or other disposition of the property and
assets 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, lease, 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; (ii) in case
the Company consolidates with or merges into another Person or conveys or
transfers its properties and assets substantially then as an entirety to any
Person, the successor Person is organized and validly existing under the laws of
the United States or any state or the District of Columbia; and (iii)
immediately after giving effect thereto, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing.

SECTION 12.2               SUCCESSOR CORPORATION SUBSTITUTED.


                                      -57-
<PAGE>

         (a)      In case of any such consolidation, merger, sale,
                  conveyance, lease, 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.

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

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

SECTION 12.3               EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

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

                                  ARTICLE XIII
                           SATISFACTION AND DISCHARGE

SECTION 13.1               SATISFACTION AND DISCHARGE OF INDENTURE.

If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures
that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.8) and Debentures for whose payment money or
Governmental Obligations have theretofore been deposited in trust or segregated


                                      -58-
<PAGE>

and held in trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 13.5); or (b) all such
Debentures not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount in moneys or Governmental Obligations sufficient or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in 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, 2.6, 2.8, 5.1, 5.2, 5.3 and 9.10, that shall survive until the date of
maturity or redemption date, as the case may be, and Sections 9.6 and 13.5, that
shall survive to such date and thereafter, and the Trustee, on demand of the
Company and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture.

SECTION 13.2               DISCHARGE OF OBLIGATIONS.

If at any time all Debentures not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
13.1 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient to pay at maturity or upon redemption all Debentures not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee,
the obligations of the Company under this Indenture shall cease to be of further
effect except for the provisions of Sections 2.3, 2.6, 2.8, 5.1, 5.2, 5.3, 9.6,
9.10 and 13.5 hereof that shall survive until such Debentures shall mature and
be paid. Thereafter, Sections 9.6 and 13.5 shall survive.

SECTION 13.3               DEPOSITED MONEYS TO BE HELD IN TRUST.


                                      -59-
<PAGE>

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

SECTION 13.4               PAYMENT OF 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.

SECTION 13.5               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 the Debentures that are not applied but remain unclaimed by the
holders of such Debentures for at least two years after the date upon which the
principal of or interest on such Debentures shall have respectively become due
and payable, shall be repaid to the Company, as the case may be, on May 31 of
each year or (if then held by the Company) shall be discharged from such trust;
and thereupon the paying agent and the Trustee shall be released from all
further liability, with respect to such moneys or Governmental Obligations, and
the holder of any of the Debentures entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

                                   ARTICLE XIV
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

SECTION 14.1               NO RECOURSE.

No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of the Debentures, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor 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


                                      -60-
<PAGE>

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 XV
                            MISCELLANEOUS PROVISIONS

SECTION 15.1               EFFECT ON SUCCESSORS AND ASSIGNS.

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

SECTION 15.2               ACTIONS BY SUCCESSOR.

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

SECTION 15.3               SURRENDER OF COMPANY POWERS.

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

SECTION 15.4               NOTICES.


                                      -61-
<PAGE>

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 letter
box addressed(until another address is filed in writing by the Company with the
Trustee), as follows: BankAtlantic Bancorp, Inc., 1750 East Sunrise Boulevard,
Fort Lauderdale, FL 33304, Attention: Secretary. Any notice, election, request
or demand by the Company or any Debentureholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.

SECTION 15.5               GOVERNING LAW.

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

SECTION 15.6               TREATMENT OF DEBENTURES AS DEBT.

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

SECTION 15.7               COMPLIANCE CERTIFICATES AND OPINIONS.

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

         (b)      Each certificate or opinion of the Company provided for in
                  this Indenture and delivered to the Trustee with respect to
                  compliance with a condition or covenant in this Indenture
                  shall include (1) a statement that the Person making such
                  certificate or opinion has read such covenant or condition;
                  (2) a brief statement as to the nature and scope of the
                  examination or investigation upon


                                      -62-
<PAGE>

                  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.

SECTION 15.8               PAYMENTS ON BUSINESS DAYS.

In any case where the date of maturity of interest or principal of any Debenture
or the date of redemption of any Debenture shall not be a Business Day, then
payment of interest or principal may (subject to Section 2.4) be made on the
next succeeding Business Day with the same force and effect as if made on the
nominal date of maturity or redemption, and no interest shall accrue for the
period after such nominal date.

SECTION 15.9               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.

SECTION 15.10              COUNTERPARTS.

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

SECTION 15.11              SEPARABILITY.

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

SECTION 15.12              ASSIGNMENT.

The Company shall have the right at all times to assign any of its respective
rights or obligations under this Indenture to a direct or indirect wholly owned
Subsidiary of the Company, provided that,


                                      -63-
<PAGE>

in the event of any such assignment, the Company shall remain liable for all
such obligations. Subject to the foregoing, this Indenture is binding upon and
inures to the benefit of the parties hereto and their respective successors and
assigns. This Indenture may not otherwise be assigned by the parties hereto.

SECTION 15.13              ACKNOWLEDGMENT OF RIGHTS.

The Company acknowledges that, with respect to any Debentures held by the Trust
or a trustee of the Trust, if the Property Trustee fails to enforce its rights
under this Indenture as the holder of the Debentures held as the assets of the
Trust, any holder of 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 has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal on the
Debentures on the date such interest or principal is otherwise payable (or in
the case of redemption, on the redemption date), the Company acknowledges that a
holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of such holder on or after the respective due date
specified in the Debentures.

                                   ARTICLE XVI
                           SUBORDINATION OF DEBENTURES

SECTION 16.1               AGREEMENT TO SUBORDINATE.

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


                                      -64-
<PAGE>

SECTION 16.2               DEFAULT ON SENIOR DEBT OR SUBORDINATED DEBT.

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 the Debentures. In
the event that, notwithstanding the foregoing, any payment shall be received by
the Trustee when such payment is prohibited by the preceding sentence of this
Section 16.2, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear, but only to the extent that the holders of the
Senior Indebtedness (or their representative or representatives or a trustee)
notify the Company or the Trustee in writing within 90 days of such payment of
the amounts then due and owing on the Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior
Indebtedness.

SECTION 16.3               LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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


                                      -65-
<PAGE>

                  Indebtedness of the Company (pro rata to such holders on the
                  basis of the respective amounts of Senior Indebtedness held by
                  such holders, as calculated by the Company) or their
                  representative or representatives, or to the trustee or
                  trustees under any indenture pursuant to which any instruments
                  evidencing such Senior Indebtedness may have been issued, as
                  their respective interests may appear, to the extent necessary
                  to pay such Senior Indebtedness in full, in money or money's
                  worth, after giving effect to any concurrent payment or
                  distribution to or for the holders of such Senior
                  Indebtedness, before any payment or distribution is made to
                  the holders of Debentures or to the Trustee.

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

         (c)      For purposes of this Article XVI, the words "cash,
                  property or securities" shall not be deemed to include
                  shares of stock of the Company as reorganized or
                  readjusted, or securities of the Company or any other
                  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 XVI with
                  respect to the Debentures to the payment of all Senior
                  Indebtedness of the Company, as the case may be, that may
                  at the time be outstanding, provided that (i) such Senior
                  Indebtedness is assumed by the new 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


                                      -66-
<PAGE>

                  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 XII shall not be deemed a
                  dissolution, winding-up, liquidation or reorganization for the
                  purposes of this Section 16.3 if such other corporation shall,
                  as a part of such consolidation, merger, conveyance or
                  transfer, comply with the conditions stated in Article XII.
                  Nothing in Section 16.2 or in this Section 16.3 shall apply to
                  claims of, or payments to, the Trustee under or pursuant to
                  Section 9.7.

SECTION 16.4               SUBROGATION.

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

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


                                      -67-
<PAGE>

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

         (c)      Upon any payment or distribution of assets of the Company
                  referred to in this Article XVI, the Trustee, subject to
                  the provisions of Article IX, 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 XVI.

SECTION 16.5               TRUSTEE TO EFFECTUATE SUBORDINATION.

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

SECTION 16.6               NOTICE BY THE COMPANY.

         (a)      The Company shall give prompt written notice to a Responsible
                  Officer of the Trustee of any fact known to the Company that
                  would prohibit the making of any payment of monies to or by
                  the Trustee in respect of the


                                      -68-
<PAGE>

                  Debentures pursuant to the provisions of this Article XVI.
                  Notwithstanding the provisions of this Article XVI or any
                  other provisions 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 the Debentures pursuant to the
                  provisions of this Article XVI, unless and until a Responsible
                  Office of the Trustee shall have received written notice
                  thereof from the Company or a holder or holders of Senior
                  Indebtedness or from any trustee therefor, and before the
                  receipt of any such written notice, the Trustee, subject to
                  the provisions of Section 9.1, shall not be entitled in all
                  respects to assume that no such facts exist; provided,
                  however, that if the Trustee shall not have received the
                  notice provided for in this Section 16.6 at least two Business
                  Days prior to the date upon which by the terms hereof any
                  money may become payable for any purpose (including, without
                  limitation, the payment of the principal of or interest on any
                  Debenture), then, anything herein contained to the contrary
                  notwithstanding, the Trustee shall have full power and
                  authority to receive such money and to apply the same to the
                  purposes for which they were received, and shall not be
                  affected by any notice to the contrary that may be received by
                  it within two Business Days prior to such date.

         (b)      The Trustee, subject to the provisions of Section 9.1,
                  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 XVI, the Trustee
                  may request such Person to furnish evidence to the
                  reasonable satisfaction of the Trustee as to the amount
                  of such Senior Indebtedness held by such Person, the
                  extent to which such Person is entitled to participate in
                  such payment or distribution and any other facts
                  pertinent to the rights of such Person under this Article
                  XVI, and, if such evidence is not furnished, the Trustee
                  may defer any payment to such Person pending judicial
                  determination as to the right of such Person to receive
                  such payment.


                                      -69-
<PAGE>

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

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

         (b)      With respect to the holders of Senior Indebtedness 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 XVI, and no
                  implied covenants or obligations with respect to the
                  holders of such Senior Indebtedness shall be read into
                  this Indenture against the Trustee.  The Trustee shall
                  not be deemed to have any fiduciary duty to the holders
                  of such Senior Indebtedness and, subject to the
                  provisions of Section 9.1, the Trustee shall not be
                  liable to any holder of such Senior Indebtedness if it
                  shall in good faith mistakenly pay over or deliver to
                  holders of Debentures, the Company or any other Person
                  money or assets to which any holder of such Senior
                  Indebtedness shall be entitled by virtue of this Article
                  XVI or otherwise.

SECTION 16.8               SUBORDINATION MAY NOT BE IMPAIRED.

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

         (b)      Without in any way limiting the generality of the foregoing
                  paragraph, the holders of Senior Indebtedness of the Company
                  may, at any time and from time to time, without the consent of
                  or notice to the Trustee or the holders of the Debentures,
                  without incurring responsibility to the holders of the
                  Debentures and


                                      -70-
<PAGE>

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


                                      -71-
<PAGE>

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

                                                  BANKATLANTIC BANCORP, INC.


                                                  By:
                                                     ---------------------------

                                                  Name:
                                                       -------------------------

                                                  Title:
                                                        ------------------------

Attest:
        -----------------------------

                                                  WILMINGTON TRUST COMPANY, as
                                                             trustee


                                                  By:
                                                     ---------------------------

                                                  Name:
                                                       -------------------------

                                                  Title:
                                                        ------------------------

Attest:
        -----------------------------


                                      -72-
<PAGE>

                                    EXHIBIT A

                           (FORM OF FACE OF DEBENTURE)

No. _______________                                            $________________

CUSIP No. ____________________

                           BANKATLANTIC BANCORP, INC.

                          ___ % SUBORDINATED DEBENTURE

                             DUE ____________, ____

BankAtlantic Bancorp, Inc., a Florida corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to, __________ or registered assigns,
the principal sum of _____________________ Dollars ($__________) on
_____________, ____ (the "Stated Maturity"), and to pay interest on said
principal sum from ______________, ____, or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on March 31, June 30, September 30 and December 31 of each
year commencing _______________, ____, at the rate of ___% per annum until the
principal hereof shall have become due and payable, and on any overdue principal
and (without duplication) on any overdue installment of interest at the same
rate per annum compounded quarterly. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on this
Debenture is not a business day, then payment of interest payable on such date
shall be made on the next succeeding day that is a business day (and without any
interest or other payment in respect of any such delay), except that, if such
business day is in the next succeeding calendar year, such payment shall be made
on the preceding business day, in each case with the same force and effect as if
made on such date. The interest installment so payable, and punctually, paid or
duly provided for, on any Interest Payment Date shall, as provided in the
Indenture, be paid to the person in whose name this Debenture (or one or more
Predecessor Debentures, as defined in said Indenture) is registered at the close
of business on the regular record date for such interest installment, which
shall be the close of business on the business day next preceding such Interest
Payment Date unless otherwise provided in the Indenture. Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered holders on such regular record date and may be paid to
the Person in whose name this Debenture (or one or more Predecessor Debentures)
is registered at the close of business on a special record date to be


                                   Exhibit A-1

<PAGE>

fixed by the Trustee for the payment of such defaulted interest, notice whereof
shall be given to the registered holders of the Debentures not less than 10 days
prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. The principal of
and the interest on this Debenture shall be payable at the office or agency of
the Trustee maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the registered holder at
such address as shall appear in the Debenture Register. Notwithstanding the
foregoing, so long as the holder of this Debenture is the Property Trustee, the
payment of the principal of and interest on this Debenture shall be made at such
place and to such account as may be designated by the Trustee.

The Stated Maturity may be shortened at any time by the Company to any date not
earlier than ____________________, ____, subject to the Company having received
prior regulatory approval if then required under applicable capital guidelines
or regulatory policies.

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

This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

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


                                   Exhibit A-2

<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be executed.


                                               BANKATLANTIC BANCORP, INC,.


                                               By:
                                                  ------------------------------

                                               Name:
                                                    ----------------------------

                                               Title:
                                                     ---------------------------


Attest:

By:
   ---------------------------------

Name:
     -------------------------------

Title:
      ------------------------------


                                   Exhibit A-3

<PAGE>

                     [FORM OF CERTIFICATE OF AUTHENTICATION]

                          CERTIFICATE OF AUTHENTICATION

This is one of the Debentures described in the within-mentioned Indenture.

Dated:

WILMINGTON TRUST COMPANY
as Trustee                                             -------------------------
                                                       or Authentication Agent

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


                                   Exhibit A-4

<PAGE>

                         [FORM OF REVERSE OF DEBENTURE]

                      _____% JUNIOR SUBORDINATED DEBENTURE
                                   (CONTINUED)

This Debenture is one of the subordinated debentures of the Company (herein
sometimes referred to as the "Debentures"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture dated as of _______
___, ____ (the "Indenture") duly executed and delivered between the Company and
Wilmington Trust Company, as Trustee (the "Trustee"), to which Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. The Debentures are limited in aggregate principal
amount as specified in the Indenture.

The Company has the right to redeem this Debenture at the option of the Company,
without premium or penalty (i) at any time on or after _____, ____ in whole or
in part, or (ii) at any time in certain circumstances in whole (but not in part)
upon the occurrence of a Special Event, in each case at a Redemption Price equal
to 100% of the principal amount plus any accrued but unpaid interest, to the
date of such redemption (the "Redemption Price"). The Redemption Price shall be
paid prior to 12:00 noon, Eastern Standard Time, time, on the date of such
redemption or at such earlier time as the Company determines. Any redemption
pursuant to this paragraph shall be made upon not less than 30 days nor more
than 60 days notice, at the Redemption Price. If the Debentures are only
partially redeemed by the Company, the Debentures shall be redeemed pro rata or
by lot or by any other method utilized by the Trustee.

In the event of redemption of this Debenture in part only, a new Debenture or
Debentures for the unredeemed portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.

In case an Event of Default, as defined in the Indenture, shall have occurred
and be continuing, the principal of all of the Debentures may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the Debentures at the time outstanding, as defined in the Indenture,
to execute supplemental indentures for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
holders of the Debentures; provided,


                                   Exhibit A-5

<PAGE>

however, that no such supplemental indenture shall (i) extend the fixed maturity
of the Debentures except as provided in the Indenture, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon (except for deferrals of interest as described below), 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, without the consent of the holders of each
Debenture then outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Debentures at the time outstanding, on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures. Any such consent or waiver by the registered holder of
this Debenture (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this
Debenture and of any Debenture issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise or whether any notation of
such consent or waiver is made upon this Debenture).

No reference herein to the Indenture and no provision of this Debenture or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on this Debenture
at the time and place and at the rate and in the money herein prescribed.

The Company shall have the right at any time during the term of the Debentures
and from time to time to extend the interest payment period of such Debentures
for up to 20 consecutive quarters (each, an "Extended Interest Payment Period"),
at the end of which period the Company shall pay all interest then accrued and
unpaid (together with interest thereon at the rate specified for the Debentures
to the extent that payment of such interest is enforceable under applicable
law). Before the termination of any such Extended Interest Payment Period, the
Company may further extend such Extended Interest Payment Period, provided that
such Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarters. At the termination of any such
Extended Interest Payment Period and upon the payment of all accrued and unpaid
interest and any additional amounts then due, the Company may commence a new
Extended Interest Payment Period.

As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Trustee accompanied by a
written instrument


                                   Exhibit A-6

<PAGE>

or instruments of transfer in form satisfactory to the Company or the Trustee
duly executed by the registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures of authorized denominations
and for the same aggregate principal amount shall be issued to the designated
transferee or transferees. No service charge shall be made for any such
transfer, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Debenture, the
Company, the Trustee, any paying agent and the Debenture Registrar may deem and
treat the registered holder hereof as the absolute owner hereof (whether or not
this Debenture shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Debenture Registrar shall be affected by
any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on
this Debenture, or for any claim based hereon, or otherwise in respect of the
Indenture, against any incorporator, stockholder, officer or director, past,
present or future, as such, of the Company or any 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, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.

The Debentures are issuable only in registered form without coupons in
denominations of $__ and any integral multiple thereof.

All terms used in this Debenture that are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

[Additional Provisions to be Included if a Global Debenture, substantially in
the following form:

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


                                   Exhibit A-7