Exhibit 4(a)2












                     SOUTHERN COMPANY CAPITAL FUNDING, INC.

                                       AND

                              THE SOUTHERN COMPANY

                                       TO

                             BANKERS TRUST COMPANY,
                                    TRUSTEE.





                           SUBORDINATED NOTE INDENTURE

                            DATED AS OF JUNE 1, 1997














<PAGE>


                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                              THE SOUTHERN COMPANY
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
              SUBORDINATED NOTE INDENTURE, DATED AS OF JUNE 1, 1997

   TRUST INDENTURE
     ACT SECTION                  INDENTURE SECTION

(S)    310(a)(1)..............................609
            (a)(2)............................609
            (a)(3).................Not Applicable
            (a)(4).................Not Applicable
            (b)...............................608
 ..............................................610
(S)    311(a).................................613
       311(b)(4)...........................613(a)
           (b)(6)..........................613(b)
(S)    312(a).................................701
 ...........................................702(a)
           (c).............................702(b)
(S)    313(a)..............................703(a)
       313(b)..............................703(b)
       313(c)..............................703(c)
 ..............................................704
            (d)............................703(c)
(S)    314(a)...........................704, 1007
           (b).....................Not Applicable
           (c)(1).............................102
           (c)(2).............................102
           (c)(3)..................Not Applicable
           (d).....................Not Applicable
           (e)................................102
(S)    315(a)..............................601(a)
           (b)................................602
           (c).............................601(b)
           (d).............................601(c)
           (d)(1).......................601(a)(1)
           (d)(2).......................601(c)(2)
           (d)(3).......................601(c)(3)
           (e)................................514
(S)    316(a).................................101
           (a)(1)(A)..........................502
 ..............................................512
           (a)(1)(B)..........................513
           (a)(2)..................Not Applicable
           (b)................................508
(S)    317(a)(1)..............................503
           (a)(2).............................504
           (b)...............................1003
(S)    318(a).................................107


<PAGE>






                                TABLE OF CONTENTS

                                                                           PAGE

Parties......................................................................1
Recitals of the Company......................................................1



ARTICLE ONE..................................................................1
         SECTION 101. DEFINITIONS............................................1
                  Act      2
                  Additional Interest........................................2
                  Affiliate..................................................2
                  Authenticating Agent.......................................3
                  Board Resolution...........................................3
                  Business Day...............................................3
                  Certificate of a Firm of Independent Public Accountants....3
                  Commission.................................................3
                  Company  3
                  Company Request or Company Order...........................3
                  Corporate Trust Office.....................................3
                  Corporation................................................3
                  Defaulted Interest.........................................4
                  Depositary.................................................4
                  Event of Default...........................................4
                  Global Security............................................4
                  Guarantee Agreement........................................4
                  Guarantor..................................................4
                  Holder   4
                  Indenture..................................................4
                  Interest Payment Date......................................4
                  Junior Subordinated Note...................................4
                  Maturity 4
                  Notes Guarantee............................................5
                  Officers' Certificate......................................5
                  Opinion of Counsel.........................................5
                  Outstanding................................................5
                  Paying Agent...............................................6
                  Paying Agent...............................................6
                  Person   6
                  Predecessor Security.......................................6
                  Property Trustee...........................................6
                  Redemption Date............................................6
                  Redemption Price...........................................6
                  Regular Record Date........................................6
                  Responsible Officer........................................6
                  Securities Trust...........................................6
                  Security Register and Security Registrar...................6
                  Special Record Date........................................7
                  Stated Maturity............................................7
                  Trust Agreement............................................7
                  Trust Indenture Act........................................7
                  Trust Securities...........................................7
                  Trustee  7
                  Vice President.............................................8
         SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS...................8
         SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.................8
         SECTION 104. ACTS OF HOLDERS........................................9
         SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.................10
         SECTION 106. NOTICE TO HOLDERS OF JUNIOR SUBORDINATED NOTES; WAIVER10
         SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.....................11
         SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS..............11
         SECTION 109. SUCCESSORS AND ASSIGNS................................11
         SECTION 110. SEPARABILITY CLAUSE...................................11
         SECTION 111. BENEFITS OF INDENTURE.................................11
         SECTION 112. GOVERNING LAW.........................................11
         SECTION 113. LEGAL HOLIDAYS........................................12


ARTICLE TWO.................................................................12
         SECTION 201. FORMS GENERALLY.......................................12
         SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.......13
         SECTION 203. JUNIOR SUBORDINATED NOTES ISSUABLE IN THE FORM OF A
                  GLOBAL SECURITY...........................................13


ARTICLE THREE...............................................................15
         SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES..................15
         SECTION 302. EXECUTION, AUTHENTICATION, DELIVERY AND DATING........17
         SECTION 303. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...19
         SECTION 304. MUTILATED, DESTROYED, LOST AND STOLEN JUNIOR
                  SUBORDINATED NOTES........................................20
         SECTION 305. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED........21
         SECTION 306. PERSONS DEEMED OWNERS.................................22
         SECTION 307. CANCELLATION..........................................22
         SECTION 308. COMPUTATION OF INTEREST...............................23

ARTICLE FOUR      23
         SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE...............23
         SECTION 402. APPLICATION OF TRUST MONEY............................24


ARTICLE FIVE................................................................24
         SECTION 501. EVENTS OF DEFAULT.....................................24
         SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....26
         SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                  BY TRUSTEE................................................27
         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM......................28
         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                  JUNIOR SUBORDINATED NOTES.................................29
         SECTION 506. APPLICATION OF MONEY COLLECTED........................29
         SECTION 507. LIMITATION ON SUITS...................................29
         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                  PREMIUM AND INTEREST......................................30
         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES....................31
         SECTION 510. RIGHTS AND REMEDIES CUMULATIVE........................31
         SECTION 511. DELAY OR OMISSION NOT WAIVER..........................31
         SECTION 512. CONTROL BY HOLDERS OF JUNIOR SUBORDINATED NOTES.......31
         SECTION 513. WAIVER OF PAST DEFAULTS...............................32
         SECTION 514. UNDERTAKING FOR COSTS.................................32
         SECTION 515. WAIVER OF STAY OR EXTENSION LAWS......................32


ARTICLE SIX.................................................................33
         SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES...................33
         SECTION 602. NOTICE OF DEFAULTS....................................34
         SECTION 603. CERTAIN RIGHTS OF TRUSTEE.............................34
         SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF JUNIOR
                  SUBORDINATED NOTES........................................35
         SECTION 605. MAY HOLD JUNIOR SUBORDINATED NOTES....................36
         SECTION 606. MONEY HELD IN TRUST...................................36
         SECTION 607. COMPENSATION AND REIMBURSEMENT........................36
         SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS...............37
         SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............37
         SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.....37
         SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR................39
         SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                  BUSINESS..................................................40
         SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.....40
         SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT...................41


ARTICLE SEVEN...............................................................42
         SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                  HOLDERS...................................................42
         SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS43
         SECTION 703. REPORTS BY TRUSTEE....................................43
         SECTION 704. REPORTS BY COMPANY....................................43


ARTICLE EIGHT...............................................................44
         SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..44
         SECTION 802. SUCCESSOR CORPORATION SUBSTITUTED.....................45


ARTICLE NINE................................................................45
         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS....45
         SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.......46
         SECTION 903. GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE...47
         SECTION 904. EXECUTION OF SUPPLEMENTAL INDENTURES..................48
         SECTION 905. EFFECT OF SUPPLEMENTAL INDENTURES.....................48
         SECTION 906. CONFORMITY WITH TRUST INDENTURE ACT...................48
         SECTION 907. REFERENCE IN JUNIOR SUBORDINATED NOTES TO SUPPLEMENTAL
                  INDENTURES................................................48


ARTICLE TEN.................................................................49
         SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST....................49
         SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY......................49
         SECTION 1003. MONEY FOR JUNIOR SUBORDINATED NOTES PAYMENTS TO BE
                  HELD IN TRUST.............................................49
         SECTION 1004. ADDITIONAL INTEREST..................................51
         SECTION 1005. CORPORATE EXISTENCE..................................51
         SECTION 1006. LIMITATIONS ON DIVIDEND AND CERTAIN OTHER PAYMENTS...51
         SECTION 1007. STATEMENT AS TO COMPLIANCE...........................52
         SECTION 1008. WAIVER OF CERTAIN COVENANTS..........................52
         SECTION 1009. COVENANTS REGARDING TRUST............................53


ARTICLE ELEVEN..............................................................53
         SECTION 1101. APPLICABILITY OF ARTICLE.............................53
         SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE................53
         SECTION 1103. SELECTION BY TRUSTEE OF JUNIOR SUBORDINATED NOTES TO
                  BE REDEEMED...............................................54
         SECTION 1104. NOTICE OF REDEMPTION.................................54
         SECTION 1105. DEPOSIT OF REDEMPTION PRICE..........................55
         SECTION 1106. JUNIOR SUBORDINATED NOTES PAYABLE ON REDEMPTION DATE.55
         SECTION 1107. JUNIOR SUBORDINATED NOTES REDEEMED IN PART...........55


ARTICLE TWELVE..............................................................56
         SECTION 1201. APPLICABILITY OF ARTICLE.............................56
         SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH JUNIOR
                  SUBORDINATED NOTES........................................56
         SECTION 1203. REDEMPTION OF JUNIOR SUBORDINATED NOTES FOR SINKING
                  FUND......................................................57


ARTICLE THIRTEEN............................................................57
         SECTION 1301. JUNIOR SUBORDINATED NOTES SUBORDINATE TO SENIOR
                  INDEBTEDNESS..............................................57
         SECTION 1302. PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC............57
         SECTION 1303. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.......58
         SECTION 1304. PAYMENT PERMITTED IF NO DEFAULT......................59
         SECTION 1305. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
                  INDEBTEDNESS..............................................59
         SECTION 1306. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS..........59
         SECTION 1307. TRUSTEE TO EFFECTUATE SUBORDINATION..................60
         SECTION 1308. NO WAIVER OF SUBORDINATION PROVISIONS................60
         SECTION 1309. TRUST MONEYS NOT SUBORDINATED........................61
         SECTION 1310. NOTICE TO THE TRUSTEE................................61
         SECTION 1311. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
                  LIQUIDATING AGENT.........................................62
         SECTION 1312. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
                  INDEBTEDNESS..............................................62
         SECTION 1313. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
                  PRESERVATION OF TRUSTEE'S RIGHTS..........................62
         SECTION 1314. ARTICLE APPLICABLE TO PAYING AGENTS..................62
         SECTION 1315. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
                  SUBORDINATION PROVISIONS..................................63


ARTICLE FOURTEEN............................................................63
         SECTION 1401. GUARANTEE............................................63
         SECTION 1402. WAIVER OF NOTICE AND DEMAND..........................63
         SECTION 1403. GUARANTOR OBLIGATIONS NOT AFFECTED...................64
         SECTION 1404. FORM OF GUARANTEE....................................64
         SECTION 1405. EXECUTION OF GUARANTEE...............................66
         SECTION 1406. SUBROGATION..........................................66
         SECTION 1407. INDEPENDENT OBLIGATIONS..............................66
         SECTION 1408. SUBORDINATION........................................66


ARTICLE FIFTEEN.............................................................67
         SECTION 1501. NO RECOURSE AGAINST OTHERS...........................67
         SECTION 1502. SET-OFF..............................................67
         SECTION 1503. ASSIGNMENT; BINDING EFFECT...........................67
         SECTION 1504. ADDITIONAL INTEREST..................................68



<PAGE>




                           SUBORDINATED NOTE INDENTURE

         THIS SUBORDINATED NOTE INDENTURE is made as of June 1, 1997, among
SOUTHERN COMPANY CAPITAL FUNDING, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company"),
having its principal office at 270 Peachtree Street, N.W., Atlanta, Georgia
30303, THE SOUTHERN COMPANY, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Guarantor"), having its
principal office at 270 Peachtree Street, N.W., Atlanta, Georgia 30303, and
BANKERS TRUST COMPANY, a banking corporation duly organized and existing under
the laws of the State of New York, having its principal corporate trust office
at Four Albany Street, New York, New York 10006, as Trustee (herein called the
"Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Company has duly authorized the execution and delivery of
this Subordinated Note Indenture to provide for the issuance from time to time
of its unsecured subordinated debentures, notes or other evidences of
indebtedness (herein called the "Junior Subordinated Notes"), to be issued in
one or more series as in this Subordinated Note Indenture provided; and

         WHEREAS, the Guarantor has duly authorized the execution and delivery
of this Subordinated Note Indenture to provide for the guarantee of the Junior
Subordinated Notes as herein provided; and

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

         NOW, THEREFORE, for and in consideration of the premises and the
purchase of the Junior Subordinated Notes by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Junior Subordinated Notes or of series thereof, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      DEFINITIONS.

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

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States of America, and, except as
         otherwise herein expressly provided, the term "generally accepted
         accounting principles" with respect to any computation required or
         permitted hereunder shall mean such accounting principles as are
         generally accepted in the United States of America at the date of such
         computation;

                  (4) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Subordinated Note Indenture as a
         whole and not to any particular Article, Section or other subdivision;
         and

                  (5) Trust Securities related to a particular series of Junior
         Subordinated Notes means the series of Trust Securities the proceeds of
         the sale of which were loaned to the Company in exchange for such
         series of Junior Subordinated Notes, and the guarantee agreement
         related to such series of Trust Securities means the guarantee
         agreement pursuant to which the Guarantor has guaranteed, to the extent
         stated therein, the payment of distributions and certain other amounts
         with respect to such series of Trust Securities.

         Certain terms, used principally in Article Six, are defined in that
Article.

         "Act" when used with respect to any Holder of a Junior Subordinated
Note, has the meaning specified in Section 104.

         "Additional Interest" means (i) such additional amounts as may be
required so that the net amounts received and retained by the Holder (if the
Holder is a Securities Trust) after paying taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States or any other taxing authority will not be less than the
amounts the Holder would have received had no such taxes, duties, assessments,
or other governmental charges been imposed; and (ii) any interest due and not
paid on an Interest Payment Date, together with interest thereon from such
Interest Payment Date to the date of payment, compounded quarterly, on each
Interest Payment Date.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. Notwithstanding the foregoing, any Securities Trust organized by the
Company shall not be deemed to be an Affiliate of the Company or the Guarantor.

         "Authenticating Agent" means any Person or Persons authorized by the
Trustee to authenticate one or more series of Junior Subordinated Notes.

         "Board of Directors" means either the board of directors of the Company
or the Guarantor, as applicable, or any duly authorized committee of the
officers and/or directors of the Company or the Guarantor appointed by that
board.

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

         "Business Day" means a day other than (i) a Saturday or a Sunday, (ii)
a day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed, or (iii) a day on which the Trustee's
Corporate Trust Office or Property Trustee's principal corporate trust office is
closed for business.

         "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by an independent public accountant or a firm of independent
public accountants who may be the independent public accountants regularly
retained by the Company or the Guarantor or who may be other independent public
accountants. Such accountant or firm shall be entitled to rely upon an Opinion
of Counsel as to the interpretation of any legal matters relating to such
certificate.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, 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 Indenture Act, then the body performing such duties at such time.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the office of the Trustee in the Borough
of Manhattan, New York City, at which at any particular time its corporate trust
business shall be principally administered, which office at the date of
execution of this Subordinated Note Indenture is located at Four Albany Street,
New York, New York 10006.

         "Corporation" includes corporations, partnerships, limited liability
companies, associations, companies and business trusts.

         "Defaulted Interest" has the meaning specified in Section 305.

         "Depositary" means, unless otherwise specified by the Company pursuant
to either Section 203 or 301, with respect to Junior Subordinated Notes of any
series issuable or issued as a Global Security, The Depository Trust Company,
New York, New York, or any successor thereto registered as a clearing agency
under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation.

         "Event of Default" has the meaning specified in Section 501.

         "Global Security" means, with respect to any series of Junior
Subordinated Notes issued hereunder, a Junior Subordinated Note that is executed
by the Company and authenticated and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with Section 203
of this Indenture and any indenture supplemental hereto.

         "Guarantee Agreement" means a Guarantee Agreement, if any, executed and
delivered by the Guarantor for the benefit of the holders from time to time of
all or a portion of the Trust Securities of a Securities Trust.

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

         "Holder", when used with respect to any Junior Subordinated Note, means
the Person in whose name the Junior Subordinated Note is registered in the
Security Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of the particular series of Junior Subordinated
Notes established as contemplated by Section 301.

         "Interest Payment Date", when used with respect to any series of Junior
Subordinated Notes, means the dates established for the payment of interest
thereon, as provided in the supplemental indenture for such series.

         "Junior Subordinated Note" has the meaning stated in the first recital
of this Indenture and more particularly means any Junior Subordinated Notes
authenticated and delivered under this Indenture.

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

         "Notes Guarantee" means the agreement of the Guarantor set forth in
Section 1401.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or the Guarantor, and who shall be acceptable to the
Trustee.

         "Outstanding", when used with respect to Junior Subordinated Notes,
means, as of the date of determination, all Junior Subordinated Notes
theretofore authenticated and delivered under this Indenture, except:

                  (i) Junior Subordinated Notes theretofore canceled by the
         Trustee or delivered to the Trustee for cancellation;

                  (ii) Junior Subordinated Notes for whose payment or redemption
         money in the necessary amount has been theretofore deposited with the
         Trustee or any Paying Agent (other than the Company) in trust or set
         aside and segregated in trust by the Company (if the Company shall act
         as its own Paying Agent) for the Holders of such Junior Subordinated
         Notes; provided that if such Junior Subordinated Notes are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

                  (iii) Junior Subordinated Notes that have been paid or in
         exchange for or in lieu of which other Junior Subordinated Notes have
         been authenticated and delivered pursuant to this Indenture, other than
         any such Junior Subordinated Notes in respect of which there shall have
         been presented to the Trustee proof satisfactory to it that such Junior
         Subordinated Notes are held by a bona fide purchaser in whose hands
         such Junior Subordinated Notes are valid obligations of the Company;
         and

                  (iv) Junior Subordinated Notes, or portions thereof, converted
         into or exchanged for another security if the terms of such Junior
         Subordinated Notes provide for such conversion or exchange;

provided, however, that in determining, during any period in which any Junior
Subordinated Notes of a series are owned by any Person other than the Company,
the Guarantor or any Affiliate thereof, whether the Holders of the requisite
principal amount of Outstanding Junior Subordinated Notes of such series have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Junior Subordinated Notes of such series owned by the Company, the
Guarantor or any Affiliate thereof shall be disregarded and deemed not to be
Outstanding. In determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Junior Subordinated Notes that the Trustee knows to be so owned by
the Company, the Guarantor or an Affiliate of the Company or the Guarantor in
the above circumstances shall be so disregarded. Junior Subordinated Notes so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Junior Subordinated Notes and that the pledgee is not
the Company, the Guarantor or any Affiliate of the Company or the Guarantor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Junior Subordinated Notes
on behalf of the Company.

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

         "Predecessor Security" of any particular Junior Subordinated Note means
every previous Junior Subordinated Note evidencing all or a portion of the same
debt as that evidenced by such particular Junior Subordinated Note; and, for the
purposes of this definition, any Junior Subordinated Note authenticated and
delivered under Section 304 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Junior Subordinated Note shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Junior Subordinated
Note.

         "Property Trustee", when used with respect to the Junior Subordinated
Notes of any series, means the Person designated as such in the related Trust
Agreement.

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

         "Redemption Price", when used with respect to any Junior Subordinated
Note to be redeemed, means the price at which it is to be redeemed pursuant to
this Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Junior Subordinated Notes of any series means the date specified for
that purpose as contemplated by Section 301, whether or not a Business Day.

         "Responsible Officer", when used with respect to the Trustee, means any
managing director, any vice president, any assistant vice president, any
assistant secretary, any assistant treasurer, or any other officer of the
Corporate Trust and Agency Group of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

         "Securities Trust" means any statutory business trust formed by the
Company or an Affiliate to issue Trust Securities, the proceeds of which will be
used to purchase Junior Subordinated Notes of one or more series.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 303.

         "Senior Indebtedness" means, with respect to any Person, (i) any
payment due in respect of indebtedness of such Person, whether outstanding at
the date of execution of this Subordinated Note Indenture or thereafter
incurred, created, or assumed, (a) in respect of money borrowed (including any
financial derivative, hedging or futures contract or similar instrument) and (b)
evidenced by securities, debentures, bonds, notes or other similar instruments
issued by such Person which, by their terms, are senior or senior subordinated
debt securities including, without limitation, all obligations under its
indentures with various trustees; (ii) all capital lease obligations; (iii) all
obligations issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations of such Person under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business and long-term purchase obligations); (iv) all
obligations for the reimbursement of any letter of credit, banker's acceptance,
security purchase facility or similar credit transaction; (v) all obligations of
the type referred to in clauses (i) through (iv) above of other Persons the
payment of which such Person is responsible or liable as obligor, guarantor or
otherwise; and (vi) all obligations of the type referred to in clauses (i)
through (v) above of other Persons secured by any lien on any property or asset
of such Person (whether or not such obligation is assumed by such Person),
except for (1) any such indebtedness that is by its terms subordinated to or
pari passu with the Junior Subordinated Notes and (2) any unsecured indebtedness
between or among the such Person or its Affiliates. Such Senior Indebtedness
shall continue to be entitled to the benefits of the subordination provisions
contained in Article Thirteen irrespective of any amendment, modification or
waiver of any term of such Senior Indebtedness.

         "Special Record Date" for the payment of any Defaulted Interest on the
Junior Subordinated Notes of any series means a date fixed by the Trustee
pursuant to Section 305.

         "Stated Maturity", when used with respect to any Junior Subordinated
Note or any installment of principal thereof or interest thereon, means the date
specified in such Junior Subordinated Note as the fixed date on which the
principal of such Junior Subordinated Note or such installment of principal or
interest is due and payable.

         "Trust Agreement", when used with respect to a Securities Trust, means
the agreement or instrument that governs the affairs of such Securities Trust.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Trust Indenture Act or provision, as the case
may be, as amended or replaced from time to time.

         "Trust Securities" means the securities issued by a Securities Trust
evidencing the entire beneficial interest therein.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Junior Subordinated Notes pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Junior
Subordinated Notes of any series shall mean the Trustee with respect to Junior
Subordinated Notes of that series.

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

SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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

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

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

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

SECTION 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 104.      ACTS OF HOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent, shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

         (c) The principal amount and serial numbers of Junior Subordinated
Notes held by any Person, and the date of holding the same, shall be proved by
the Security Register.

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

         (e) The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section.

         (f) If the Company shall solicit from the Holders of Junior
Subordinated Notes of any series any Act, the Company may, at its option, by
Board Resolution, fix in advance a record date for the determination of Holders
of Junior Subordinated Notes entitled to take such Act, but the Company shall
have no obligation to do so. Any such record date shall be fixed at the
Company's discretion. If such a record date is fixed, such Act may be sought or
given before or after the record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders of Junior
Subordinated Notes for the purpose of determining whether Holders of the
requisite proportion of Junior Subordinated Notes of such series Outstanding
have authorized or agreed or consented to such Act, and for that purpose the
Junior Subordinated Notes of such series Outstanding shall be computed as of
such record date.

SECTION 105.      NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

                  (1) the Trustee by any Holder of a Junior Subordinated Note or
         by the Company shall be sufficient for every purpose hereunder if made,
         given, furnished or filed in writing to or with the Trustee at its
         Corporate Trust Office, Attention: Corporate Trust and Agency Group, or

                  (2) the Company or the Guarantor by the Trustee or by any
         Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, to the Company or the Guarantor addressed
         to the attention of its Secretary, 270 Peachtree Street, N.W., Atlanta,
         Georgia 30303, with a copy to Southern Company Services, Inc., 270
         Peachtree Street, N.W., Atlanta, Georgia 30303, Attention: Corporate
         Finance Department, or at any other address previously furnished in
         writing to the Trustee by the Company or the Guarantor.

SECTION 106.      NOTICE TO HOLDERS OF JUNIOR SUBORDINATED NOTES; WAIVER.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Junior Subordinated Notes of any event, such
notice shall be sufficiently given if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such Notice.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Junior Subordinated Notes shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

SECTION 107.      CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required to be a part of and govern this
Indenture, such required provision shall control.

SECTION 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.      SUCCESSORS AND ASSIGNS.

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

SECTION 110.      SEPARABILITY CLAUSE.

         In case any provision in this Indenture or the Junior Subordinated
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 111.      BENEFITS OF INDENTURE.

         Nothing in this Indenture or the Junior Subordinated Notes, express or
implied, shall give to any Person, other than the parties hereto, their
successors hereunder and the Holders of Junior Subordinated Notes and, to the
extent provided in Section 1403, the holders of Senior Indebtedness or Trust
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

SECTION 112.      GOVERNING LAW.

         THIS INDENTURE, THE JUNIOR SUBORDINATED NOTES AND THE NOTES GUARANTEE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK. THE COMPANY AND THE GUARANTOR EACH HEREBY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK LOCATED IN THE CITY
AND COUNTY OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND
RELATED TO OR IN CONNECTION WITH THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED
THEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND THE
GUARANTOR EACH HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A
DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE
SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS INDENTURE OR ANY DOCUMENT
OR ANY INSTRUMENT REFERRED TO HEREIN OR THE SUBJECT MATTER HEREOF MAY NOT BE
LITIGATED IN OR BY SUCH COURTS. THE COMPANY AND THE GUARANTOR EACH AGREES THAT
SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE
ADDRESS FOR NOTICES SET FORTH IN THIS INDENTURE OR ANY METHOD AUTHORIZED BY THE
LAWS OF NEW YORK.

SECTION 113.      LEGAL HOLIDAYS.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Junior Subordinated Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Junior
Subordinated Notes) payment of interest or principal (and premium, if any) need
not be made on such date, but may be made on the next succeeding Business Day,
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.


                                   ARTICLE TWO

                       FORMS OF JUNIOR SUBORDINATED NOTES

SECTION 201.      FORMS GENERALLY.

         The Junior Subordinated Notes of each series shall be in substantially
the form appended to the supplemental indenture authorizing such series, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Junior Subordinated Notes, as evidenced by their
execution of the Junior Subordinated Notes.

         The Junior Subordinated Notes of each series shall be issuable in
registered form without coupons.

         The definitive Junior Subordinated Notes may be printed, typewritten,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Junior
Subordinated Notes, as evidenced by their execution of such Junior Subordinated
Notes.

SECTION 202.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         The form of the Trustee's Certificate of Authentication for a series of
Junior Subordinated Notes shall be in substantially the form appended to the
Supplemental Indenture authorizing such series.

SECTION 203. JUNIOR SUBORDINATED NOTES ISSUABLE IN THE FORM OF A GLOBAL
SECURITY.

         (a) If the Company shall establish pursuant to Section 301 that the
Junior Subordinated Notes of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Company shall
execute and the Trustee shall, in accordance with Section 302 and the Company
Order delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of the Outstanding Junior
Subordinated Notes of such series to be represented by such Global Security or
Securities, (ii) may provide that the aggregate amount of Outstanding Junior
Subordinated Notes represented thereby may from time to time be increased or
reduced to reflect exchanges, (iii) shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee, (iv) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction and (v) shall bear a legend in accordance with the requirements of
the Depositary.

         (b) Notwithstanding any other provision of this Section 203 or of
Section 303, subject to the provisions of paragraph (c) below, unless the terms
of a Global Security expressly permit such Global Security to be exchanged in
whole or in part for individual Junior Subordinated Notes, a Global Security may
be transferred, in whole but not in part and in the manner provided in Section
303, only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

         (c) (1) If at any time the Depositary for a Global Security notifies
         the Company that it is unwilling or unable to continue as Depositary
         for such Global Security or if at any time the Depositary for the
         Junior Subordinated Notes for such series shall no longer be eligible
         or in good standing under the Securities Exchange Act of 1934, as
         amended, or other applicable statute or regulation, the Company shall
         appoint a successor Depositary with respect to such Global Security. If
         a successor Depositary for such Global Security is not appointed by the
         Company within 90 days after the Company receives such notice or
         becomes aware of such ineligibility, the Company will execute, and the
         Trustee, upon receipt of a Company Order for the authentication and
         delivery of individual Junior Subordinated Notes of such series in
         exchange for such Global Security, will authenticate and deliver
         individual Junior Subordinated Notes of such series of like tenor and
         terms in definitive form in an aggregate principal amount equal to the
         principal amount of the Global Security in exchange for such Global
         Security.

                  (2) The Company may at any time and in its sole discretion
         determine that the Junior Subordinated Notes of any series issued or
         issuable in the form of one or more Global Securities shall no longer
         be represented by such Global Security or Securities. In such event the
         Company will execute, and the Trustee, upon receipt of a Company
         Request for the authentication and delivery of individual Junior
         Subordinated Notes of such series in exchange in whole or in part for
         such Global Security, will authenticate and deliver individual Junior
         Subordinated Notes of such series of like tenor and terms in definitive
         form in an aggregate principal amount equal to the principal amount of
         such Global Security or Securities representing such series in exchange
         for such Global Security or Securities.

                  (3) If specified by the Company pursuant to Section 301 with
         respect to Junior Subordinated Notes issued or issuable in the form of
         a Global Security, the Depositary for such Global Security may
         surrender such Global Security in exchange in whole or in part for
         individual Junior Subordinated Notes of such series of like tenor and
         terms in definitive form on such terms as are acceptable to the Company
         and such Depositary. Thereupon the Company shall execute, and the
         Trustee shall authenticate and deliver, without service charge, (A) to
         each Person specified by such Depositary a new Junior Subordinated Note
         or Notes of the same series of like tenor and terms and of any
         authorized denomination as requested by such Person in aggregate
         principal amount equal to and in exchange for such Person's beneficial
         interest in the Global Security; and (B) to such Depositary a new
         Global Security of like tenor and terms and in an authorized
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Global Security and the aggregate principal
         amount of Junior Subordinated Notes delivered to Holders thereof.

                  (4) In any exchange provided for in any of the preceding three
         paragraphs, the Company will execute and the Trustee will authenticate
         and deliver individual Junior Subordinated Notes in definitive form in
         authorized denominations. Upon the exchange of the entire principal
         amount of a Global Security for individual Junior Subordinated Notes,
         such Global Security shall be cancelled by the Trustee. Except as
         provided in the preceding paragraph, Junior Subordinated Notes issued
         in exchange for a Global Security pursuant to this Section shall be
         registered in such names and in such authorized denominations as the
         Depositary for such Global Security, pursuant to instructions from its
         direct or indirect participants or otherwise, shall instruct the
         Trustee. Provided that the Company and the Trustee have so agreed, the
         Trustee shall deliver such Junior Subordinated Notes to the Persons in
         whose names the Junior Subordinated Notes are registered.

                  (5) Any endorsement of a Global Security to reflect the
         amount, or any increase or decrease in the amount, or changes in the
         rights of Holders, of Outstanding Junior Subordinated Notes represented
         thereby shall be made in such manner and by such Person or Persons as
         shall be specified therein or in the Company Order to be delivered
         pursuant to Section 302 with respect thereto. Subject to the provisions
         of Section 302, the Trustee shall deliver and redeliver any such Global
         Security in the manner and upon instructions given by the Person or
         Persons specified therein or in the applicable Company Order. If a
         Company Order pursuant to Section 302 has been, or simultaneously is,
         delivered, any instructions by the Company with respect to such Global
         Security shall be in writing but need not be accompanied by or
         contained in an Officers' Certificate and need not be accompanied by an
         Opinion of Counsel.


                                  ARTICLE THREE

                          THE JUNIOR SUBORDINATED NOTES

SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Junior Subordinated Notes which may
be authenticated and delivered under this Indenture is unlimited.

         The Junior Subordinated Notes may be issued in one or more series.
There may be established, pursuant to one or more indentures supplemental
hereto, prior to the issuance of Junior Subordinated Notes of any series,

                  (1) the title of the Junior Subordinated Notes of the series
         (which shall distinguish the Junior Subordinated Notes of the series
         from Junior Subordinated Notes of all other series);

                  (2) any limit upon the aggregate principal amount of the
         Junior Subordinated Notes of the series which may be authenticated and
         delivered under this Indenture (except for Junior Subordinated Notes
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Junior Subordinated Notes of the
         series pursuant to Sections 203, 303, 304, 907 or 1107);

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

                  (4) the date or dates on which the principal of the Junior
         Subordinated Notes of the series is payable, and the right, if any, to
         extend or advance the Stated Maturity of the Junior Subordinated Notes
         and the conditions to such extension or advancement;

                  (5) the rate or rates at which the Junior Subordinated Notes
         of the series shall bear interest, if any, or any method by which such
         rate or rates shall be determined, the date or dates from which such
         interest shall accrue, the Interest Payment Dates on which such
         interest shall be payable, the Regular Record Date for the interest
         payable on Junior Subordinated Notes on any Interest Payment Date and
         the basis upon which interest shall be calculated if other than that of
         a 360-day year consisting of twelve 30-day months;

                  (6) the place or places where the principal of (and premium,
         if any) and interest, if any, on Junior Subordinated Notes of the
         series shall be payable;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which Junior Subordinated Notes
         of the series may be redeemed, in whole or in part, at the option of
         the Company;

                  (8) the obligation, if any, of the Company to redeem or
         purchase Junior Subordinated Notes of the series pursuant to any
         sinking fund or analogous provision or at the option of a Holder
         thereof and the period or periods within which, the price or prices at
         which, and the terms and conditions upon which, Junior Subordinated
         Notes of the series shall be redeemed or purchased, in whole or in
         part, pursuant to such obligation;

                  (9) the denominations in which Junior Subordinated Notes of
         the series shall be issuable;

                  (10) if the amount of payments of principal of (and premium,
         if any) or interest (including Additional Interest) on the Junior
         Subordinated Notes of the series may be determined with reference to an
         index or formula, the manner in which such amounts shall be determined;

                  (11) if other than the principal amount thereof, the portion
         of the principal amount of Junior Subordinated Notes of the series
         which shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (12) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company as provided herein
         pertaining to the Junior Subordinated Notes of the series, and any
         change in the rights of the Trustee or Holders of such series pursuant
         to Section 901 or 902;

                  (13) any additions to the definitions currently set forth in
         this Indenture with respect to such series;

                  (14) whether the Junior Subordinated Notes of the series shall
         be issued in whole or in part in the form of a Global Security or
         Securities; the terms and conditions, if any, upon which such Global
         Security or Securities may be exchanged in whole or in part for
         certificated Junior Subordinated Notes of such series and of like tenor
         of any authorized denomination and the circumstances under which such
         exchange may occur, if other than in the manner provided for in Section
         203; the Depositary for such Global Security or Securities; and the
         form of any legend or legends to be borne by any such Global Security
         in addition to or in lieu of the legend referred to in Section 203;

                  (15) the right, if any, of the Company to extend the interest
         payment periods of such series of Junior Subordinated Notes, including
         the maximum duration of any such extension or extensions, the
         Additional Interest, if any, payable on such Junior Subordinated Notes
         during any extension of the interest payment period and any notice
         (which shall include notice to the Trustee) that must be given upon the
         exercise of such right to extend interest payment periods;

                  (16) any restriction or condition on the transferability of
         such Junior Subordinated Notes;

                  (17) the terms of any right to convert or exchange such Junior
         Subordinated Notes into or for other securities or property of the
         Company; and

                  (18)     any other terms of the series.

         All Junior Subordinated Notes of any one series shall be substantially
identical except as to the date or dates from which interest, if any, shall
accrue and denomination and except as may otherwise be provided in the terms of
such Junior Subordinated Notes determined or established as provided above. All
Junior Subordinated Notes of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened for issuances of
additional Junior Subordinated Notes of such series.

SECTION 302.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Junior Subordinated Notes shall be executed on behalf of the
Company by its Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Junior Subordinated Notes may be manual or facsimile.

         Junior Subordinated Notes bearing the manual or facsimile signatures of
individuals who were at the time relevant to the authorization thereof the
proper officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Junior Subordinated Notes or did not hold
such offices at the date of such Junior Subordinated Notes.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Junior Subordinated Notes of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Junior Subordinated
Notes, and the Trustee, in accordance with the Company Order, shall authenticate
and deliver such Junior Subordinated Notes. If all of the Junior Subordinated
Notes of any series are not to be issued at one time and if the supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Junior
Subordinated Notes and determining the terms of particular Junior Subordinated
Notes of such series, such as interest rate, maturity date, date of issuance and
date from which interest shall accrue. In authenticating Junior Subordinated
Notes hereunder, and accepting the additional responsibilities under this
Indenture in relation to such Junior Subordinated Notes, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon:

                  (1)      an Opinion of Counsel, to the effect that:

                                    (a) the form and terms of such Junior
                           Subordinated Notes or the manner of determining such
                           terms have been established in conformity with the
                           provisions of this Indenture; and

                                    (b) such Junior Subordinated Notes, when
                           authenticated and delivered by the Trustee and issued
                           by the Company in the manner and subject to any
                           conditions specified in such Opinion of Counsel, will
                           constitute valid and legally binding obligations of
                           the Company, enforceable in accordance with their
                           terms, subject, as to enforcement, to bankruptcy,
                           insolvency, reorganization and other laws of general
                           applicability relating to or affecting the
                           enforcement of creditors' rights and to general
                           equity principles; and

                  (2) an Officers' Certificate stating, to the best knowledge of
         each signer of such certificate, that no event which is, or after
         notice or lapse of time would become, an Event of Default with respect
         to any of the Junior Subordinated Notes shall have occurred and be
         continuing.

The Trustee shall not be required to authenticate such Junior Subordinated Notes
if the issue of such Junior Subordinated Notes pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Junior
Subordinated Notes and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

         If all the Junior Subordinated Notes of any series are not to be issued
at one time, it shall not be necessary to deliver an Opinion of Counsel and
Officers' Certificate at the time of issuance of each such Junior Subordinated
Note, but such opinion and certificate shall be delivered at or before the time
of issuance of the first Junior Subordinated Note of such series to be issued.

         Each Junior Subordinated Note shall be dated the date of its
authentication.

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

SECTION 303.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept at the office of the Security
Registrar designated pursuant to this Section 303 or Section 1002 a register
(referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Junior Subordinated Notes and of transfers of Junior Subordinated Notes. The
Trustee is hereby initially appointed as Security Registrar for the purpose of
registering Junior Subordinated Notes and transfers of Junior Subordinated Notes
as herein provided.

         Subject to Section 203, upon surrender for registration of transfer of
any Junior Subordinated Note of any series at the office or agency maintained
for such purpose for such series, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Junior Subordinated Notes of the same series,
Stated Maturity and original issue date, of any authorized denominations and of
like tenor and aggregate principal amount.

         Subject to Section 203, Junior Subordinated Notes of any series may be
exchanged, at the option of the Holder, for Junior Subordinated Notes of the
same series, Stated Maturity and original issue date, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Junior Subordinated Notes to be exchanged at any such office or agency.

         Whenever any Junior Subordinated Notes are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Junior Subordinated Notes that the Holder making the exchange is entitled to
receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Junior Subordinated Notes, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Junior
Subordinated Notes, other than exchanges pursuant to Section 304, 907 or 1107
not involving any transfer.

         The Company shall not be required (i) to issue, to register the
transfer of or to exchange Junior Subordinated Notes of any series during a
period of 15 days immediately preceding the date notice is given identifying the
serial numbers of the Junior Subordinated Notes of that series called for
redemption, or (ii) to issue, to register the transfer of or to exchange any
Junior Subordinated Notes so selected for redemption in whole or in part, except
the unredeemed portion of any Junior Subordinated Note being redeemed in part.

         None of the Company, the Guarantor, the Trustee, any Paying Agent or
the Security Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 304. MUTILATED, DESTROYED, LOST AND STOLEN JUNIOR SUBORDINATED NOTES.

         If any mutilated Junior Subordinated Note is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Junior Subordinated Note of the same series,
Stated Maturity and original issue date, and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Junior
Subordinated Note and (ii) such security or indemnity as may be required by them
to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Junior Subordinated
Note has been acquired by a bona fide purchaser, the Company shall execute and
upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Junior Subordinated Note, a new Junior Subordinated
Note of the same series, Stated Maturity and original issue date, and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

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

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

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

SECTION 305.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Junior Subordinated Notes, interest (including Additional
Interest) on any Junior Subordinated Note that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Junior Subordinated Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Junior Subordinated Notes of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on a Special Record Date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each Junior Subordinated Note
         of such series and the date of the proposed payment, and at the same
         time the Company shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Junior Subordinated Notes of such series at
         the address of such Holder as it appears in the Security Register, not
         less than 10 days prior to such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor having been so mailed, such Defaulted Interest shall be paid
         to the Persons in whose names the Junior Subordinated Notes of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on such Special Record Date and shall no longer
         be payable pursuant to the following Clause (2).

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

         Subject to the foregoing provisions of this Section, each Junior
Subordinated Note delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Junior Subordinated Note shall
carry the rights to interest accrued (including Additional Interest, if any) and
unpaid, and to accrue (including Additional Interest, if any), which were
carried by such other Junior Subordinated Note.

SECTION 306.      PERSONS DEEMED OWNERS.

         Prior to due presentment of a Junior Subordinated Note for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the Person in whose name such
Junior Subordinated Note is registered as the absolute owner of such Junior
Subordinated Note for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 305) interest (including Additional
Interest, if any) on such Junior Subordinated Note and for all other purposes
whatsoever, whether or not such Junior Subordinated Note be overdue, and neither
the Company, the Guarantor, the Trustee nor any agent of the Company, the
Guarantor or the Trustee shall be affected by notice to the contrary.

SECTION 307.      CANCELLATION.

         All Junior Subordinated Notes surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by the Trustee. The Company may
at any time deliver to the Trustee for cancellation any Junior Subordinated
Notes previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Junior Subordinated Notes so
delivered shall be canceled by the Trustee. No Junior Subordinated Notes shall
be authenticated in lieu of or in exchange for any Junior Subordinated Notes
canceled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Junior Subordinated Notes held by the Trustee shall be
disposed of in accordance with a Company Order or, in the absence of such a
Company Order, in accordance with the Trustee's usual procedures and the Trustee
shall promptly deliver a certificate of disposition to the Company.

SECTION 308.      COMPUTATION OF INTEREST.

         Except as otherwise specified as contemplated by Section 301 for Junior
Subordinated Notes of any series, interest on the Junior Subordinated Notes of
each series shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE

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

                  (1)      either

                           (A) all Junior Subordinated Notes theretofore
                  authenticated and delivered (other than (i) Junior
                  Subordinated Notes that have been destroyed, lost or stolen
                  and that have been replaced as provided for in Section 304 and
                  (ii) Junior Subordinated Notes for whose payment money has
                  theretofore been deposited in trust or segregated and held in
                  trust by the Company and thereafter repaid to the Company or
                  discharged from such trust, as provided in Section 1003) have
                  been delivered to the Trustee for cancellation; or

                           (B) all such Junior Subordinated Notes not
                  theretofore delivered to the Trustee for cancellation have
                  become due and payable, or have been called for redemption,

         and the Company, in the case of (B) above, has deposited or caused to
         be deposited with the Trustee as funds in trust for the purpose
         described above an amount sufficient to pay and discharge the entire
         indebtedness on such Junior Subordinated Notes not theretofore
         delivered to the Trustee for cancellation, for principal (and premium,
         if any) and interest to the date of the Stated Maturity or Redemption
         Date, as the case may be, or if later, the date of payment;

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

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

         In the event there are Junior Subordinated Notes of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Junior Subordinated Notes of all series as to which it is Trustee and
if the other conditions thereto are met. In the event there are two or more
Trustees hereunder, then the effectiveness of any such instrument shall be
conditioned upon receipt of such instruments from all Trustees hereunder.

         If, subsequent to the date a discharge is effected pursuant to this
Section 401, Additional Interest (in excess of that established as of the date
such discharge is effected) becomes payable in respect of the series of Junior
Subordinated Notes discharged, in order to preserve the benefits of the
discharge established hereunder, the Company shall irrevocably deposit or cause
to be irrevocably deposited in accordance with the provisions of this Section
401, within ten Business Days prior to the date the first payment in respect of
any portion of such excess Additional Interest becomes due, such additional
funds as are necessary to satisfy the provisions of this Section 401 as if a
discharge were being effected as of the date of such subsequent deposit. Failure
to comply with the requirements of this paragraph shall result in the
termination of the benefits of the discharge established by this Section 401.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402.      APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Junior Subordinated
Notes, and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company or an Affiliate acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      EVENTS OF DEFAULT.

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

                  (1) default in the payment of any interest upon any Junior
         Subordinated Note of that series when it becomes due and payable on an
         Interest Payment Date other than at Maturity, including Additional
         Interest (as defined in clause (ii) of the definition thereof) in
         respect thereof, and continuance of such default for a period of ten
         (10) days; provided, however, that (i) a valid extension of the
         interest payment period by the Company pursuant to the terms of a
         supplemental indenture authorizing the Junior Subordinated Notes of
         that series shall not constitute a default in the payment of interest
         for this purpose and (ii) no such default shall be deemed to exist if,
         on or prior to the date on which such interest became due, the
         Guarantor shall have made a payment sufficient to pay such interest
         pursuant to the Guarantee Agreement related to the Trust Securities of
         the Securities Trust owning such series of Junior Subordinated Notes,
         and shall have delivered a notice to the Trustee to that effect; or

                  (2) default in payment of Additional Interest (as defined in
         clause (i) of the definition thereof) and the continuance of such
         default for a period of ten (10) days; or

                  (3) default in the payment of the principal of, (or premium,
         if any) or interest (including Additional Interest as defined in clause
         (ii) of the definition thereof) on any Junior Subordinated Note of that
         series at its Maturity; provided, however, that no such default in the
         payment of principal (or premium, if any) or interest (including
         Additional Interest as defined in clause (ii) of the definition
         thereof) shall be deemed to exist if, on or prior to the date such
         principal (and premium, if any) or interest (including Additional
         Interest as defined in clause (ii) of the definition thereof) became
         due, the Guarantor shall have made a payment sufficient to pay such
         principal (and premium, if any) or interest (including Additional
         Interest as defined in clause (ii) of the definition thereof) pursuant
         to the Guarantee Agreement related to the Trust Securities of the
         Securities Trust owning such series of Junior Subordinated Notes, and
         shall have delivered a notice to the Trustee to that effect; or

                  (4) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Junior Subordinated Note of that series
         and continuance of such default for a period of 3 Business Days; or

                  (5) default in the performance or breach of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of one or more series
         of Junior Subordinated Notes other than that series), and continuance
         of such default or breach for a period of 90 days after there has been
         given, by registered or certified mail, to the Company by the Trustee,
         or to the Company and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Junior Subordinated Notes of that
         series, a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or the
         Guarantor in an involuntary case or proceeding under any applicable
         federal or state bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the Company or the
         Guarantor a bankrupt or insolvent, or approving as properly filed a
         petition by one or more Persons other than the Company or the Guarantor
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company or the Guarantor under any applicable federal or
         state law, or appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official for the Company or the
         Guarantor or for any substantial part of its property, or ordering the
         winding up or liquidation of its affairs, and the continuance of any
         such decree or order for relief or any such other decree or order
         unstayed and in effect for a period of 90 consecutive days; or

                  (7) the commencement by the Company or the Guarantor of a case
         or proceeding under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         the Company or the Guarantor to the entry of a decree or order for
         relief in respect of it in a case or proceeding under any applicable
         federal or state bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition or answer
         or consent seeking reorganization or relief under any applicable
         federal or state law, or the consent by it to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or similar
         official of the Company or the Guarantor or of any substantial part of
         its property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Company or the Guarantor in furtherance of any such
         action; or

                  (8) any other Event of Default provided with respect to Junior
         Subordinated Notes of that series in the supplemental indenture
         authorizing such series.

SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Junior Subordinated Notes of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Junior Subordinated Notes of that series may declare the principal
amount (or such portion of the principal amount as may be specified in the terms
of that series) of all of the Junior Subordinated Notes of that series to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Junior Subordinated Notes of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of not less than a majority in
principal amount of the Outstanding Junior Subordinated Notes of that series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

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

                           (A) all overdue interest (including any Additional
                  Interest) on all Junior Subordinated Notes of that series,

                           (B) the principal of (and premium, if any) any Junior
                  Subordinated Notes of that series which have become due
                  otherwise than by such declaration of acceleration and
                  interest thereon at the rate or rates prescribed therefor in
                  such Junior Subordinated Notes,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest (including any
                  Additional Interest) at the rate or rates prescribed therefor
                  in such Junior Subordinated Notes, and

                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel, and any other amounts due to the Trustee under
                  Section 607; and

                  (2) all Events of Default with respect to Junior Subordinated
         Notes of that series, other than the non-payment of the principal of
         Junior Subordinated Notes of that series which have become due solely
         by such declaration of acceleration, have been cured or waived as
         provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

         The Company covenants that if an Event of Default occurs under Section
501(1), (2), (3) or (4) with respect to any Junior Subordinated Notes the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Junior Subordinated Notes, the whole amount then due and payable
on such Junior Subordinated Notes for principal (and premium, if any) and
interest (including Additional Interest, if any) and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal
(and premium, if any) and on any overdue interest (including Additional
Interest, if any), at the rate or rates prescribed therefor in such Junior
Subordinated Notes, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section
607.

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

         If an Event of Default with respect to Junior Subordinated Notes of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Junior
Subordinated Notes of such series by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Junior
Subordinated Notes or the property of the Company or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Junior Subordinated Notes shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (1) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Junior Subordinated Notes and to file such other papers
         or documents as may be necessary or advisable in order to have the
         claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel, and any other amounts due to the Trustee under
         Section 607) and of the Holders of Junior Subordinated Notes allowed in
         such judicial proceeding, and

                  (2) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Junior Subordinated Notes to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Junior Subordinated Notes, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Junior
Subordinated Note any plan of reorganization, arrangement, adjustment or
composition affecting the Junior Subordinated Notes or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder of a Junior Subordinated Note in any such proceeding.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF JUNIOR
SUBORDINATED NOTES.

         All rights of action and claims under this Indenture or the Junior
Subordinated Notes may be prosecuted and enforced by the Trustee without the
possession of any of the Junior Subordinated Notes or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Junior
Subordinated Notes in respect of which such judgment has been recovered.

SECTION 506.      APPLICATION OF MONEY COLLECTED.

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

                  First: To the payment of all amounts due the Trustee under
         Section 607; and

                  Second: Subject to Article Thirteen, to the payment of the
         amounts then due and unpaid for principal of (and premium, if any) and
         interest (including Additional Interest, if any) on the Junior
         Subordinated Notes 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 Junior
         Subordinated Notes for principal (and premium, if any) and interest
         (including Additional Interest, if any), respectively; and

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

SECTION 507.      LIMITATION ON SUITS.

         No Holder of any Junior Subordinated Note of any series shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Junior
         Subordinated Notes of that series;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Junior Subordinated Notes of that series shall have
         made written request to the Trustee to institute proceedings in respect
         of such Event of Default in its own name as Trustee hereunder;

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

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

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

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

         Notwithstanding any other provision in this Indenture but subject to
Article Thirteen, (1) the Holder of any Junior Subordinated Notes shall have the
right, which is absolute and unconditional, to receive payment of the principal
of (and premium, if any) and (subject to Section 305) interest (including any
Additional Interest) on such Junior Subordinated Note on the due dates expressed
in such Junior Subordinated Note (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder; and
(2) so long as the Junior Subordinated Notes of any series are held by a
Securities Trust, a registered holder of preferred securities issued by such
Securities Trust may institute a legal proceeding directly against the Company
(or against the Guarantor pursuant to the Notes Guarantee), without first
instituting a legal proceeding directly against or requesting or directing that
action be taken by the Property Trustee of such Securities Trust or any other
Person, for enforcement of payment to such registered holder of principal of or
interest on Junior Subordinated Notes of such series having a principal amount
equal to the aggregate stated liquidation amount of such preferred securities of
such registered holder on or after the due dates therefor specified or provided
for in the Junior Subordinated Notes of such series.

SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder of a Junior Subordinated Note has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case, subject to any determination in such proceeding, the Company, the
Guarantor, the Trustee and the Holders of Junior Subordinated Notes shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Junior Subordinated Notes in the last
paragraph of Section 304, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Junior Subordinated Notes is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 511.      DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder of any Junior
Subordinated Note to exercise any right or remedy upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders of Junior Subordinated Notes
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders of Junior Subordinated Notes.

SECTION 512.      CONTROL BY HOLDERS OF JUNIOR SUBORDINATED NOTES.

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

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, and could not involve the Trustee in
         personal liability in circumstances where reasonable indemnity would
         not be adequate, and

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

SECTION 513.      WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in principal amount of the
Outstanding Junior Subordinated Notes of any series may, on behalf of the
Holders of all the Junior Subordinated Notes of such series, waive any past
default hereunder with respect to such series and its consequences, except a
default

                  (1) in the payment of the principal of (or premium, if any) or
         interest (including Additional Interest) on any Junior Subordinated
         Note of such series, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Junior Subordinated Note of such series
         affected.

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

SECTION 514.      UNDERTAKING FOR COSTS.

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

SECTION 515.      WAIVER OF STAY OR EXTENSION LAWS.

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


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES.

         (a) Except during the continuance of an Event of Default with respect
to Junior Subordinated Notes of any series,

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

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

         (b) In case an Event of Default with respect to Junior Subordinated
Notes of any series has occurred and is continuing, the Trustee shall exercise,
with respect to Junior Subordinated Notes of such series, 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.

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

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

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

                  (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 a majority in principal amount of the
         Outstanding Junior Subordinated Notes of any series 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 Junior
         Subordinated Notes of such series; and

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

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

SECTION 602.      NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any default hereunder with
respect to the Junior Subordinated Notes of any series, the Trustee shall
transmit by mail to all Holders of Junior Subordinated Notes of such series
entitled to receive reports pursuant to Section 313(c) of the Trust Indenture
Act, notice of all defaults hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest
(including Additional Interest) on any Junior Subordinated Note of such series
or in the payment of any sinking fund installment with respect to Junior
Subordinated Notes of such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Junior Subordinated Notes of such series; and provided, further, that
in the case of any default of the character specified in Section 501(5) with
respect to Junior Subordinated Notes of such series, no such notice to Holders
shall be given until at least 45 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Junior Subordinated Notes of such series.

SECTION 603.      CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

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

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

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

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

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

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

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

                  (h) the Trustee shall not be charged with knowledge of any
         Event of Default with respect to the Junior Subordinated Notes of any
         series for which it is acting as Trustee unless either (1) a
         Responsible Officer of the Trustee shall have actual knowledge of the
         Event of Default or (2) written notice of such Event of Default shall
         have been given to the Trustee by the Company, any other obligor on
         such Junior Subordinated Notes or by any Holder of such Junior
         Subordinated Notes.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF JUNIOR SUBORDINATED
NOTES.

         The recitals contained herein and in the Junior Subordinated Notes
(except the Trustee's certificates of authentication) shall be taken as the
statements of the Company, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Junior Subordinated
Notes. The Trustee or any Authenticating Agent shall not be accountable for the
use or application by the Company of Junior Subordinated Notes or the proceeds
thereof.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Trust Securities and shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself to be a holder of a Trust
Security to establish that such Person is such a holder. The Trustee may
conclusively rely on an Officers' Certificate as evidence that the holders of
the necessary percentage of liquidation preference of Trust Securities have
taken any action contemplated hereunder and shall have no duty to investigate
the truth or accuracy of any statement contained therein.

SECTION 605.      MAY HOLD JUNIOR SUBORDINATED NOTES.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Junior Subordinated Notes and,
subject to Sections 608 and 613, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

SECTION 606.      MONEY HELD IN TRUST.

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

SECTION 607.      COMPENSATION AND REIMBURSEMENT.

         The Company agrees

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence, willful misconduct or bad
         faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence,
         willful misconduct or bad faith on its part, arising out of or in
         connection with the acceptance or administration of the trust or trusts
         hereunder, including the costs and expenses of defending itself against
         any claim or liability in connection with the exercise or performance
         of any of its powers or duties hereunder. This indemnification shall
         survive the termination of this Indenture or the resignation or removal
         of the Trustee.

         As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Junior Subordinated
Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, premium, if any, or
interest, if any, on particular Junior Subordinated Notes.

SECTION 608.      DISQUALIFICATION; CONFLICTING INTERESTS.

         If the Trustee has or shall acquire any conflicting interest, within
the meaning of the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by federal or
state authority and qualified and eligible under this Article and otherwise
permitted by the Trust Indenture Act to act as Trustee under an Indenture
qualified under the Trust Indenture Act. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 610.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         (b) The Trustee may resign at any time with respect to the Junior
Subordinated Notes of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Junior Subordinated Notes of such series.

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

         (d)      If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Company or by any Holder of a Junior
         Subordinated Note who has been a Holder of a Junior Subordinated Note
         for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Junior Subordinated Notes, or (ii) subject to
Section 514, any Holder of a Junior Subordinated Note who has been a bona fide
Holder of a Junior Subordinated Note for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Junior
Subordinated Notes and the appointment of a successor Trustee or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Junior Subordinated Notes of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Junior Subordinated Notes of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Junior Subordinated Notes of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the Junior Subordinated
Notes of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Junior Subordinated Notes of any series shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Junior
Subordinated Notes of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Junior Subordinated Notes
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Junior Subordinated
Notes of any series shall have been so appointed by the Company or the Holders
of Junior Subordinated Notes and accepted appointment in the manner required by
Section 611, any Holder of a Junior Subordinated Note who has been a bona fide
Holder of a Junior Subordinated Note of such series for at least six months may,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Junior Subordinated Notes of such series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Junior Subordinated Notes of any series and
each appointment of a successor Trustee with respect to the Junior Subordinated
Notes of any series by mailing written notice of such event by first-class mail,
postage prepaid, to all Holders of such series of Junior Subordinated Notes as
their names and addresses appear in the Security Register.

SECTION 611.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Junior Subordinated Notes of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the
Junior Subordinated Notes of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Junior Subordinated Notes of that or those series to which the appointment
of such successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Junior Subordinated Notes, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Junior
Subordinated Notes of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each 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 with respect to the Junior Subordinated Notes
of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the
Junior Subordinated Notes of that or those series to which the appointment of
such successor Trustee relates.

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

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

SECTION 612.      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 all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Junior Subordinated Notes 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 Junior Subordinated Notes so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Junior Subordinated Notes.

SECTION 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Junior Subordinated Notes), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

         (a) "cash transaction" means any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

         (b) "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company (or any such obligor) for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
(or any such obligor) arising from the making, drawing, negotiating or incurring
of the draft, bill of exchange, acceptance or obligation.

SECTION 614.      APPOINTMENT OF AUTHENTICATING AGENT.

         At any time when any of the Junior Subordinated Notes remain
Outstanding the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Junior Subordinated Notes that shall be
authorized to act on behalf of the Trustee to authenticate Junior Subordinated
Notes of such series issued upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 304, and Junior Subordinated Notes so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Junior Subordinated Notes by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of Junior
Subordinated Notes, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         The provisions of Sections 306, 604 and 605 shall be applicable to each
Authenticating Agent.

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

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


                                                     As Trustee

                                           By
                                               As Authenticating Agent

                                           By
                                                Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

         The Company will furnish or cause to be furnished to the Trustee

                  (a) semi-annually, not later than June 1 and December 1, in
         each year, a list, in such form as the Trustee may reasonably require,
         containing all the information in the possession or control of the
         Company, or any of its Paying Agents other than the Trustee, as to the
         names and addresses of the Holders of Junior Subordinated Notes as of
         the preceding May 15 or November 15, as the case may be, 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 the most recent Regular Record
         Date;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

      SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         (a) The Trustee shall comply with the obligations imposed on it
pursuant to Section 312 of the Trust Indenture Act.

         (b) Every Holder of Junior Subordinated Notes, by receiving and holding
the same, agrees with the Company, the Guarantor and the Trustee that neither
the Company, the Guarantor nor the Trustee nor any agent of any of them shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Junior Subordinated Notes in accordance
with Section 312(b) of the Trust Indenture Act, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

SECTION 703.      REPORTS BY TRUSTEE.

         (a) Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Junior Subordinated Notes pursuant to this
Indenture, if required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit a brief report dated as of such May 15 with respect to any of the
events specified in such Section 313(a) that may have occurred since the later
of the immediately preceding May 15 and the date of this Indenture.

         (b) The Trustee shall transmit the reports required by Section 313(b)
of the Trust Indenture Act at the times specified therein.

         (c) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and (d) of the Trust Indenture
Act.

SECTION 704.      REPORTS BY COMPANY.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

                  (1) 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 Securities Exchange Act of 1934, as amended; or,
         if the Company is not required to file information, documents or
         reports pursuant to either of said Sections, then it shall file with
         the Trustee and the Commission, in accordance with rules and
         regulations prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934, as amended, 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;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations;

                  (3) transmit, within 30 days after the filing thereof with the
         Trustee, to the Holders of Junior Subordinated Notes, in the manner and
         to the extent provided in Section 313(c) of the Trust Indenture Act,
         such summaries of any information, documents and reports required to be
         filed by the Company pursuant to paragraphs (1) and (2) of this Section
         704 as may be required by rules and regulations prescribed from time to
         time by the Commission; and

                  (4) notify the Trustee when and as the Junior Subordinated
         Notes of any series become admitted to trading on any national
         securities exchange.


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY AND GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         Neither the Company nor the Guarantor shall consolidate with or merge
into any other corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless

                  (1) in case the Company or the Guarantor shall consolidate
         with or merge into another corporation or convey, transfer or lease its
         properties and assets substantially as an entirety to any Person, the
         corporation formed by such consolidation or into which the Company or
         the Guarantor is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company or
         the Guarantor substantially as an entirety shall be a corporation
         organized and existing under the laws of the United States of America,
         any State thereof or the District of Columbia and shall expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of (and premium, if any) and interest
         (including Additional Interest) on all the Junior Subordinated Notes
         and the performance of every covenant of this Indenture on the part of
         the Company or the Guarantor, as the case may be, to be performed or
         observed;

                  (2) immediately after giving effect to such transactions, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (3) the Company or the Guarantor, as the case may be, has
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, conveyance,
         transfer or lease complies with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

SECTION 802.      SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation by the Company or the Guarantor with or merger
by the Company or the Guarantor into any corporation or any conveyance, transfer
or lease of the properties and assets of the Company or the Guarantor
substantially as an entirety in accordance with Section 801, the successor
corporation formed by such consolidation or into which the Company or the
Guarantor is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or the Guarantor, as the case may be, under this Indenture with the
same effect as if such successor corporation had been named as the Company or
the Guarantor, as the case may be, herein, and thereafter, except in the case of
a lease, the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Junior Subordinated Notes.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

                  (1) to evidence the succession of another corporation to the
         Company or the Guarantor and the assumption by any such successor of
         the covenants of the Company or the Guarantor herein and in the Junior
         Subordinated Notes; or

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

                  (3)      to add any additional Events of Default; or

                  (4) to add to or change any of the provisions of this
         Indenture, to change or eliminate any restrictions on the payment of
         principal (or premium, if any) on Junior Subordinated Notes or to
         permit the issuance of Junior Subordinated Notes in uncertificated
         form, provided any such action shall not adversely affect the interests
         of the Holders of Junior Subordinated Notes of any series in any
         material respect; or

                  (5) to change or eliminate any of the provisions of this
         Indenture with respect to any series of Junior Subordinated Notes
         theretofore unissued; or

                  (6)      to secure the Junior Subordinated Notes; or

                  (7) to establish the form or terms of Junior Subordinated
         Notes of any series as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Junior
         Subordinated Notes of one or more series and to add to or change any of
         the provisions of this Indenture as shall be necessary to provide for
         or facilitate the administration of the trusts hereunder by more than
         one Trustee, pursuant to the requirements of Section 611(b); or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make provisions with respect to matters or questions
         arising under this Indenture, provided such action shall not adversely
         affect the interests of the Holders of Junior Subordinated Notes of any
         series or holders of outstanding Trust Securities in any material
         respect; or

                  (10) subject to Section 903(a), to make any change in Articles
         Thirteen and Fourteen that would limit or terminate the benefits
         available to any holder of Senior Indebtedness under such Articles; or

                  (11) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the Trust Indenture Act or under
         any similar federal statute hereafter enacted, and to add to this
         Indenture such other provisions as may be expressly required by the
         Trust Indenture Act.

SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Junior Subordinated
         Note, or reduce the principal amount thereof or the rate of interest
         (including Additional Interest) thereon or any premium payable upon the
         redemption thereof, or change the method of calculating the rate of
         interest thereon, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date), or

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

                  (3) modify any of the provisions of this Section 902, Section
         513 or Section 1008, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Junior Subordinated Note affected thereby, provided,
         however, that this clause shall not be deemed to require the consent of
         any Holder of a Junior Subordinated Note with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section and
         Section 1008, or the deletion of this proviso, in accordance with the
         requirements of Sections 611(b) and 901(8), or

                  (4) reduce any amount payable under, delay or defer the
         required time of payment under, or impair the right to institute suit
         to enforce any payment under the Notes Guarantee, or

                  (5) modify the provisions of this Indenture with respect to
         the subordination of the Junior Subordinated Notes or the Notes
         Guarantee in a manner adverse to such Holder.

SECTION 903.               GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE.

         (a) A supplemental indenture entered into pursuant to Section 901 or
Section 902 may not make any change that adversely affects the rights under
Article Thirteen or Article Fourteen of any holder of Senior Indebtedness of the
Company or the Guarantor then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

         (b) A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Junior Subordinated Notes,
or which modifies the rights of the Holders of Junior Subordinated Notes of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Junior Subordinated
Notes of any other series.

         (c) It shall not be necessary for any Act of Holders of Junior
Subordinated Notes under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act or
action shall approve the substance thereof.

SECTION 904.      EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 905.      EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 906. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 907. REFERENCE IN JUNIOR SUBORDINATED NOTES TO SUPPLEMENTAL INDENTURES.

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


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.     PAYMENT OF PRINCIPAL AND INTEREST.

         The Company covenants and agrees for the benefit of each series of
Junior Subordinated Notes that it will duly and punctually pay the principal of
(and premium, if any) and interest, including Additional Interest (subject to
the right of the Company to extend an interest payment period pursuant to the
terms of a supplemental indenture authorizing the Junior Subordinated Notes of
that series), on the Junior Subordinated Notes of that series in accordance with
the terms of the Junior Subordinated Notes and this Indenture.

SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.

         The Company or its Affiliate will maintain an office or agency where
Junior Subordinated Notes of each series may be presented or surrendered for
payment, where Junior Subordinated Notes of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Junior Subordinated Notes of that series and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency in respect of any series of Junior Subordinated Notes or shall
fail to furnish the Trustee with the address thereof, such presentations and
surrenders of Junior Subordinated Notes of that series may be made and 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 such
respective presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Junior Subordinated Notes of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

SECTION 1003. MONEY FOR JUNIOR SUBORDINATED NOTES PAYMENTS TO BE HELD IN TRUST.

         If the Company or one of its Affiliates shall at any time act as its
own Paying Agent with respect to any series of Junior Subordinated Notes, it
will, on or before each due date of the principal of (and premium, if any) or
interest (including Additional Interest, if any) on any of the Junior
Subordinated Notes of that series, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest (including Additional Interest, if any) so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

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

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

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

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Junior Subordinated Notes of that series) in
         the making of any payment of principal of (and premium, if any) or
         interest (including Additional Interest, if any) on the Junior
         Subordinated Notes of that series; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest (including Additional Interest, if any) on any Junior
Subordinated Note of any series and remaining unclaimed for two years after such
principal (and premium, if any) or interest (including Additional Interest, if
any) has become due and payable shall be paid to the Company on Company Request,
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Junior Subordinated Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper of general circulation in New York City notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004.     ADDITIONAL INTEREST.

         If the Junior Subordinated Notes of a series provide for the payment of
Additional Interest (for purposes of this Section 1004, as defined in clause (i)
of the definition thereof) to the Holders of such Junior Subordinated Notes,
then the Company shall pay to each Holder of such Securities the Additional
Interest as provided therein.

         Except as otherwise provided in or pursuant to this Indenture, if the
Junior Subordinated Notes of a series provide for the payment of Additional
Interest, at least 10 days prior to the first Interest Payment Date with respect
to that series of Junior Subordinated Notes upon which such Additional Interest
shall be payable (or, if the Junior Subordinated Notes of that series shall not
bear interest prior to Maturity, the first day on which a payment of principal
and any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's Paying Agents, if other than
the Trustee or the Company, with an Officers' Certificate stating the amount of
the Additional Interest payable per minimum authorized denomination of such
Junior Subordinated Notes (and, if such Additional Interest is payable only with
respect to particular Junior Subordinated Notes, then the names of the Holders
of such Junior Subordinated Notes).

SECTION 1005.     CORPORATE EXISTENCE.

         Subject to Article Eight, each of the Company and the Guarantor will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and its rights (charter and statutory) and
franchises; provided, however, that neither the Company nor the Guarantor shall
be required to preserve any such right or franchise if its Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of its business, and that the loss thereof is not disadvantageous in any
material respect to the Holders.

SECTION 1006.     LIMITATIONS ON DIVIDEND AND CERTAIN OTHER PAYMENTS.

         The Company and the Guarantor each covenants, for the benefit of the
Holders of each series of Junior Subordinated Notes, that, subject to the next
succeeding sentence, (a) neither the Company nor the Guarantor shall declare or
pay any dividend or make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock,
and (b) neither the Company nor the Guarantor shall make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities (including guarantees) issued by it which rank pari passu with
or junior to the Junior Subordinated Notes or the Notes Guarantee, (x) if at
such time the Company shall have given notice of its election to extend an
interest payment period for such series of Junior Subordinated Notes and such
extension shall be continuing, (y) if at such time the Guarantor shall be in
default with respect to its payment or other obligations under (A) the Guarantee
Agreement with respect to the series of Trust Securities, if any, related to
such series of Junior Subordinated Notes or (B) the Notes Guarantee related to
such series of Junior Subordinated Notes, or (z) if at such time an Event of
Default hereunder with respect to such series of Junior Subordinated Notes shall
have occurred and be continuing. The preceding sentence, however, shall not
restrict (i) any of the actions described in the preceding sentence resulting
from any reclassification of the Company's or the Guarantor's capital stock or
the exchange or conversion of one class or series of the Company's or the
Guarantor's capital stock for another class or series of the Company's or the
Guarantor's capital stock, (ii) the purchase of fractional interests in shares
of the Company's or the Guarantor's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (iii) dividends, payments or distributions payable in shares of
capital stock, (iv) redemptions, purchases or other acquisitions of shares of
capital stock in connection with any employment contract, incentive plan,
benefit plan or other similar arrangement of the Guarantor or any of its
subsidiaries or in connection with a dividend reinvestment or stock purchase
plan, or (v) any declaration of a dividend in connection with implementation of
any stockholders' rights plan, or the issuance of rights, stock or other
property under any such plan, or the redemption, repurchase or other acquisition
of any such rights pursuant thereto.

SECTION 1007.     STATEMENT AS TO COMPLIANCE.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year, a written statement, which need not comply with Section
102, signed by the principal executive officer, the principal financial officer
or the principal accounting officer of the Company, as to his or her knowledge
of the Company's compliance with all conditions and covenants under this
Indenture. For purposes of this Section 1007, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

         (b) The Company shall deliver to the Trustee, no later than the
Business Day on which the event occurs, written notice of the liquidation,
dissolution or winding-up of a Securities Trust if such liquidation, dissolution
or winding-up would occur earlier than the Stated Maturity of the Junior
Subordinated Notes owned by such Securities Trust.

         (c) The Company shall deliver to the Trustee, within five days after
the occurrence thereof, written notice of any event which after notice or lapse
of time or both would become an Event of Default pursuant to Section 501.

SECTION 1008.     WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1005 and 1006 with respect to
the Junior Subordinated Notes of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Junior Subordinated Notes of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

SECTION 1009.     COVENANTS REGARDING TRUST.

         For so long as the Trust Securities remain outstanding, the Company
covenants (i) to directly or indirectly maintain 100% ownership of the Common
Securities (as defined in the Trust Agreement relating to such securities) of
the Trust; provided, however, that any permitted successor of the Company
hereunder may succeed to the Company's ownership of such Common Securities, and
(ii) to use its reasonable efforts to cause the Trust (a) to remain a statutory
business trust, except in connection with the distribution of Junior
Subordinated Notes to the holders of Trust Securities in liquidation of the
Trust, the redemption of all of the Trust Securities of the Trust, or certain
mergers, consolidations or amalgamations, each as permitted under the Trust
Agreement, and (b) to otherwise continue to be classified as a grantor trust for
United States federal income tax purposes.


                                 ARTICLE ELEVEN

                     REDEMPTION OF JUNIOR SUBORDINATED NOTES

SECTION 1101.     APPLICABILITY OF ARTICLE.

         Junior Subordinated Notes of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Junior
Subordinated Notes of any series) in accordance with this Article.

SECTION 1102.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Junior Subordinated Notes
shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of all of the Junior Subordinated Notes of any series,
the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee and the
related Property Trustee), notify the Trustee and the related Property Trustee
in writing of such Redemption Date. In case of any redemption at the election of
the Company of less than all the Junior Subordinated Notes of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee and the
related Property Trustee), notify the Trustee and the related Property Trustee
in writing of such Redemption Date and of the principal amount of Junior
Subordinated Notes of such series to be redeemed. In the case of any redemption
of Junior Subordinated Notes (i) prior to the expiration of any restriction on
such redemption provided in the terms of such Junior Subordinated Notes or
elsewhere in this Indenture, or (ii) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Junior
Subordinated Notes, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.

SECTION 1103. SELECTION BY TRUSTEE OF JUNIOR SUBORDINATED NOTES TO BE REDEEMED.

         If the Junior Subordinated Notes are registered in the name of only one
Holder, any partial redemptions shall be pro rata. If the Junior Subordinated
Notes are held in definitive form by more than one Holder and if less than all
the Junior Subordinated Notes of any series are to be redeemed, the particular
Junior Subordinated Notes to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Junior
Subordinated Notes of such series not previously called for redemption, by lot
or other such method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Junior Subordinated Notes of that series or any
integral multiple thereof) of the principal amount of Junior Subordinated Notes
of such series of a denomination larger than the minimum authorized denomination
for Junior Subordinated Notes of that series.

         The Trustee shall promptly notify the Company in writing of the Junior
Subordinated Notes selected for redemption and, in the case of any Junior
Subordinated Notes selected for partial redemption, the principal amount thereof
to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Junior Subordinated Notes
shall relate, in the case of any Junior Subordinated Notes redeemed or to be
redeemed only in part, to the portion of the principal amount of such Junior
Subordinated Notes which has been or is to be redeemed.

SECTION 1104.     NOTICE OF REDEMPTION.

         Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Junior Subordinated Notes to be redeemed not less than 30
nor more than 60 days prior to the Redemption Date.

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3) if less than all the Outstanding Junior Subordinated Notes
         of any series are to be redeemed, the identification (and, in the case
         of partial redemption, the principal amounts) of the particular Junior
         Subordinated Notes to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Junior Subordinated Note to be
         redeemed and, if applicable, that interest thereon will cease to accrue
         on and after said date,

                  (5) the place or places where such Junior Subordinated Notes
         are to be surrendered for payment of the Redemption Price, and

                  (6) that the redemption is for a sinking fund, if such is the
         case.

         Notice of redemption of Junior Subordinated Notes to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

SECTION 1105.     DEPOSIT OF REDEMPTION PRICE.

         Except as otherwise provided in a supplemental indenture pursuant to
Section 301, prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or its Affiliate is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of and accrued
interest, if any, on all the Junior Subordinated Notes which are to be redeemed
on that date.

SECTION 1106. JUNIOR SUBORDINATED NOTES PAYABLE ON REDEMPTION DATE

         Notice of redemption having been given as aforesaid, the Junior
Subordinated Notes so to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified together with any accrued
interest (including any Additional Interest) thereon, and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Junior Subordinated Notes shall cease to bear
interest. Upon surrender of any such Junior Subordinated Note for redemption in
accordance with such notice, such Junior Subordinated Note shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, and any
Additional Interest to the Redemption Date; provided, however, that, except as
otherwise provided in a supplemental indenture pursuant to Section 301,
installments of interest on Junior Subordinated Notes whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Junior Subordinated Notes, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 305.

         If any Junior Subordinated Note called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Junior Subordinated Note.

SECTION 1107.     JUNIOR SUBORDINATED NOTES REDEEMED IN PART.

                  Any Junior Subordinated Note that is to be redeemed only in
part shall be surrendered at an office or agency of the Company therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Junior Subordinated Note without service charge, a new Junior
Subordinated Note of the same series, Stated Maturity and original issue date of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Junior Subordinated Note so surrendered.


                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Junior Subordinated Notes of a series except as otherwise
specified as contemplated by Section 301 for Junior Subordinated Notes of such
series.

         The minimum amount of any sinking fund payment provided for by the
terms of Junior Subordinated Notes of any series is herein referred to as a
"mandatory sinking fund payment", and any payment in excess of such minimum
amount provided for by the terms of Junior Subordinated Notes of any series is
herein referred to as an "optional sinking fund payment". If provided for by the
terms of Junior Subordinated Notes of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. Each
sinking fund payment shall be applied to the redemption of Junior Subordinated
Notes of any series as provided for by the terms of Junior Subordinated Notes of
such series.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH JUNIOR SUBORDINATED
NOTES.

         The Company (1) may deliver Outstanding Junior Subordinated Notes of a
series (other than any previously called for redemption), and (2) may apply as a
credit Junior Subordinated Notes of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Junior Subordinated
Notes or through the application of permitted optional sinking fund payments
pursuant to the terms of such Junior Subordinated Notes, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Junior Subordinated Notes of such series required to be made pursuant to the
terms of such Junior Subordinated Notes as provided for by the terms of such
series; provided that such Junior Subordinated Notes have not been previously so
credited. Such Junior Subordinated Notes shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Junior
Subordinated Notes for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.

SECTION 1203.     REDEMPTION OF JUNIOR SUBORDINATED NOTES FOR SINKING FUND.

         Not less than 60 days prior to each sinking fund payment date for any
series of Junior Subordinated Notes, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Junior
Subordinated Notes of that series pursuant to Section 1202 and stating the basis
for such credit and that such Junior Subordinated Notes have not previously been
so credited and will also deliver to the Trustee any Junior Subordinated Notes
to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Junior Subordinated Notes to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Junior Subordinated Notes shall be made upon
the terms and in the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                                  SUBORDINATION

SECTION 1301.     JUNIOR SUBORDINATED NOTES SUBORDINATE TO SENIOR INDEBTEDNESS.

         The Company covenants and agrees, and each Holder of a Junior
Subordinated Note, by his acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article
(subject to Article Four), the payment of the principal of, premium, if any, and
interest (including Additional Interest) on each and all of the Junior
Subordinated Notes are hereby expressly made subordinate and subject in right of
payment to the prior payment in full in cash of all Senior Indebtedness. The
term "Senior Indebtedness" when used in this Article Thirteen shall be deemed to
mean the Senior Indebtedness of the Company.

SECTION 1302.     PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC.

         Upon any payment or distribution of assets of the Company to creditors
upon any liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors, marshalling of assets or liabilities or any
bankruptcy, insolvency or similar proceedings of the Company (each such event,
if any, referred to as a "Proceeding"), the holders of Senior Indebtedness shall
be entitled to receive payment in full of all amounts due on or to become due on
or in respect of all Senior Indebtedness (including any interest accruing
thereon after the commencement of any such Proceeding, whether or not allowed as
a claim against the Company in such Proceeding), before the Holders of the
Junior Subordinated Notes are entitled to receive any payment or distribution
(excluding any payment described in Section 1309) on account of the principal
of, premium, if any, or interest (including Additional Interest, if any) on the
Junior Subordinated Notes or on account of any purchase, redemption or other
acquisition of Junior Subordinated Notes by the Company (all such payments,
distributions, purchases, redemptions and acquisitions, whether or not in
connection with a Proceeding, herein referred to, individually and collectively,
as a "Payment").

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee or the Holders of the Junior Subordinated Notes before all Senior
Indebtedness 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 Senior
Indebtedness or to the trustee or trustees under any indenture pursuant to which
any instruments evidencing any 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 remaining unpaid to the
extent necessary to pay all Senior Indebtedness in full in accordance with its
terms, after giving effect to any concurrent payment or distribution to or for
the holders of such Senior Indebtedness.

         For purposes of this Article, "assets of the Company" 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 with respect to the Junior Subordinated
Notes to the payment of all Senior Indebtedness that may at the time be
outstanding, provided, however, that (i) the 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 the Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Eight hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 1302 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Eight hereof. Nothing in Section 1303 or in this Section 1302 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 607.

SECTION 1303.     NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT

         No payment of any principal, including redemption payments, if any,
premium, if any, or interest on (including Additional Interest) the Junior
Subordinated Notes shall be made if

                  (i) any Senior Indebtedness is not paid when due whether at
         the stated maturity of any such payment or by call for redemption and
         any applicable grace period with respect to such default has ended,
         with such default remaining uncured and such default has not been
         waived or otherwise ceased to exist;

                  (ii) the maturity of any Senior Indebtedness has been
         accelerated because of a default; or

                  (iii) notice has been given of the exercise of an option to
         require repayment, mandatory payment or prepayment or otherwise.

         In the event that, notwithstanding the foregoing, the Company shall
make any Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, then in such event such Payment shall be held in
trust and paid over and delivered forthwith to the holders of the Senior
Indebtedness.

         The provisions of this Section shall not apply to any Payment with
respect to which Section 1302 hereof would be applicable.

SECTION 1304.     PAYMENT PERMITTED IF NO DEFAULT.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Junior Subordinated Notes shall prevent the Company, at any time
except during the pendency of any Proceeding referred to in Section 1302 hereof
or under the conditions described in Section 1303 hereof, from making Payments.
Nothing in this Article shall have any effect on the right of the Holders or the
Trustee to accelerate the maturity of the Junior Subordinated Notes upon the
occurrence of an Event of Default, but, in that event, no payment may be made in
violation of the provisions of this Article with respect to the Junior
Subordinated Notes. If payment of the Junior Subordinated Notes is accelerated
because of an Event of Default, the Company shall promptly notify the holders of
the Senior Indebtedness (or their representatives) of such acceleration.

SECTION 1305.     SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

         The rights of the Holders of the Junior Subordinated Notes shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities applicable to the
Senior Indebtedness until the principal of, premium, if any, and interest
(including Additional Interest) on the Junior Subordinated Notes shall be paid
in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Junior Subordinated Notes or the Trustee would be entitled
except for the provisions of this Article, and no payments pursuant to the
provisions of this Article to the holders of Senior Indebtedness by Holders of
the Junior Subordinated Notes or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Junior Subordinated Notes, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

SECTION 1306.     PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Junior Subordinated Notes is
intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes,
the obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Indebtedness,
is intended to rank equally with all other general obligations of the Company),
to pay to the Holders of the Junior Subordinated Notes the principal of,
premium, if any, and interest (including Additional Interest) on the Junior
Subordinated Notes as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Junior Subordinated Notes and creditors of the
Company other than the holders of Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Junior Subordinated Note from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Indebtedness to receive cash, property and securities otherwise payable
or deliverable to the Trustee or such Holder or, under the conditions specified
in Section 1303, to prevent any payment prohibited by such Section or enforce
their rights pursuant to the penultimate paragraph in Section 1303.

SECTION 1307.     TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each Holder of a Junior Subordinated Note by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney-in-fact for any and all such
purposes, including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company, whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved.

SECTION 1308.     NO WAIVER OF SUBORDINATION PROVISIONS.

         No right of any present or future holder of any Senior Indebtedness to
enforce the subordination provisions provided herein 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 any 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 any such holder may have
or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Junior
Subordinated Notes, without incurring responsibility to the Holders of the
Junior Subordinated Notes and without impairing or releasing the subordination
provided in this Article or the obligations hereunder of the Holders of the
Junior Subordinated Notes to the holders of Senior Indebtedness, do any one or
more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness, or
otherwise amend or supplement in any manner Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) permit the Company to borrow, repay and then reborrow any
or all of the Senior Indebtedness; (iii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iv) release any Person liable in any manner for the collection of
Senior Indebtedness; (v) exercise or refrain from exercising any rights against
the Company and any other Person; or (vi) apply any sums received by them to
Senior Indebtedness.

SECTION 1309.     TRUST MONEYS NOT SUBORDINATED.

         Notwithstanding anything contained herein to the contrary, payments
from money held in trust by the Trustee under Article Four for the payment of
the principal of, premium, if any, and interest (including Additional Interest)
on any series of Junior Subordinated Notes shall not be subordinated to the
prior payment of any Senior Indebtedness or subject to the restrictions set
forth in this Article and no Holder of such Junior Subordinated Notes nor the
Trustee shall be obligated to pay over such amount to the Company, any holder of
Senior Indebtedness (or a designated representative of such holder) or any other
creditor of the Company.

SECTION 1310.     NOTICE TO THE TRUSTEE.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Junior
Subordinated Notes pursuant to the provisions of this Article. Notwithstanding
the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Junior Subordinated Notes pursuant to the provisions of this
Article unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office of the Trustee
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 601, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 1310 at
least two Business Days prior to the date upon which, by the terms hereof, any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Junior
Subordinated Note), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

         The Trustee, subject to the provisions of Section 601, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder
of 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 Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 1311. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601 hereof,
and the Holders of the Junior Subordinated Notes shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Junior Subordinated Notes, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article, provided that the foregoing shall apply only if such court has
been apprised of the provisions of this Article.

SECTION 1312.     TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

         Subject to the provisions of Section 601, the Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders of Junior Subordinated Notes or to the Company or to
any other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise.

SECTION 1313. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION
OF TRUSTEE'S RIGHTS.

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

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607 hereof.

SECTION 1314.     ARTICLE APPLICABLE TO PAYING AGENTS.

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

SECTION 1315. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION
PROVISIONS.

         Each Holder by accepting a Junior Subordinated Note acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Junior Subordinated Notes, to acquire and continue to hold, or
to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or to continue to hold, such
Senior Indebtedness.


                                ARTICLE FOURTEEN

                                 NOTES GUARANTEE

SECTION 1401.     GUARANTEE.

         The Guarantor hereby irrevocably and unconditionally guarantees to each
Holder of a Junior Subordinated Note of each series the due and punctual payment
of the principal of and any premium and interest (including Additional Interest)
on such Junior Subordinated Note when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration of acceleration, call
for redemption or otherwise, in accordance with the terms of such Junior
Subordinated Note and this Indenture, regardless of any defense, right of
set-off or counterclaim that the Guarantor may have or assert, except the
defense of payment. The Guarantor's obligation to make a payment under this
Article XIV may be satisfied by direct payment of the required amounts by the
Guarantor to the Holders or by causing the Company to pay such amounts to the
Holders.

         The Notes Guarantee set forth in this Section 1401 shall not be valid
or become obligatory for any purpose with respect to a Junior Subordinated Note
until the certificate of authentication on such Junior Subordinated Note shall
have been authenticated by or on behalf of the Trustee by manual signature.

SECTION 1402.     WAIVER OF NOTICE AND DEMAND.

         The Guarantor hereby waives notice of acceptance of the Notes Guarantee
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Company or any
other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

SECTION 1403.     GUARANTOR OBLIGATIONS NOT AFFECTED.

         The obligations of the Guarantor under this Article XIV shall in no way
be affected or impaired by reason of the happening from time to time of any of
the following:

                  (a) the release or waiver, by operation of law or otherwise,
         of the performance or observance by the Company of any express or
         implied agreement, covenant, term or condition relating to the Junior
         Subordinated Notes to be performed or observed by the Company;

                  (b) the extension of time for the payment by the Company of
         all or any portion of the interest on the Junior Subordinated Notes,
         the Redemption Price or any other sums payable under the terms of the
         Junior Subordinated Notes or the extension of time for the performance
         of any other obligation under, arising out of, or in connection with,
         the Junior Subordinated Notes (other than an extension of time for
         payment of interest or any other sums payable that results from the
         extension of any interest payment period on the Junior Subordinated
         Notes of any series permitted by this Indenture).

                  (c) any failure, omission, delay or lack of diligence on the
         part of the Holders to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Holders pursuant to the
         terms of the Junior Subordinated Notes, or any action on the part of
         the Company granting indulgence or extension of any kind;

                  (d) the voluntary or involuntary liquidation, dissolution,
         sale of any collateral, receivership, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of debt of, or other similar proceedings
         affecting, the Company or any of the assets of the Company;

                  (e) any invalidity of, or defect or deficiency in, the Junior
         Subordinated Notes;

                  (f) the settlement or compromise of any obligation guaranteed
         hereby or hereby incurred; or

                  (g) any other circumstance whatsoever that might otherwise
         constitute a legal or equitable discharge or defense of a guarantor
         (other than payment of the underlying obligation), it being the intent
         of this Article XIV that the obligations of the Guarantor hereunder
         shall be absolute and unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain the consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 1404.     FORM OF GUARANTEE.

         A notation of the Notes Guarantee shall be set forth on each Junior
Subordinated Note in substantially the following form:

         FOR VALUE RECEIVED, THE SOUTHERN COMPANY, a corporation duly organized
and existing under the laws of the State of Delaware (the "Guarantor", which
term includes any successor Person under the Indenture referred to herein)
hereby irrevocably and unconditionally guarantees to the Holder of this Junior
Subordinated Note issued by Southern Company Capital Funding, Inc. (the
"Company"), pursuant to the terms of the Notes Guarantee contained in Article
XIV of the Indenture, the due and punctual payment of the principal of and
premium, if any, and interest (including Additional Interest) on this Junior
Subordinated Note, when and as the same shall become due and payable, whether at
the Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, in accordance with the terms of this Junior Subordinated Note and the
Indenture.

         The obligations of the Guarantor to the Holders of the Junior
Subordinated Notes and to the Trustee pursuant to the Notes Guarantee and the
Indenture are expressly set forth in Article XIV of the Indenture, and reference
is hereby made to such Article and Indenture for the precise terms of the Notes
Guarantee.

         Notwithstanding anything to the contrary in this Notes Guarantee, all
payments in respect of the Notes Guarantee are subordinate and subject in right
of payment to the prior payment in full of all Senior Indebtedness (as defined
in the Indenture) of the Guarantor.

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


         The Notes Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Junior Subordinated Note upon
which this notation of the Notes Guarantee is endorsed shall have been executed
by the Trustee under the Indenture by the manual signature of one of its
authorized officers.


(SEAL)                                               THE SOUTHERN COMPANY

Attest:


                                       By:
                                      Name:
                                     Title:


SECTION 1405.     EXECUTION OF GUARANTEE.

         To evidence the Notes Guarantee to the Holders specified in Section
1401, the Guarantor hereby agrees to execute the notation of the Notes
Guarantee, in substantially the form set forth in Section 1404, to be endorsed
on each Junior Subordinated Note authenticated and delivered by the Trustee. The
Guarantor hereby agrees that the Notes Guarantee set forth in Section 1401 shall
remain in full force and effect notwithstanding any failure to endorse on each
Junior Subordinated Note a notation of the Notes Guarantee. Each such notation
of the Notes Guarantee shall be signed on behalf of the Guarantor, by a director
or officer, prior to the authentication of the Junior Subordinated Note on which
it is endorsed, and the delivery of such Junior Subordinated Note by the
Trustee, after the due authentication thereof by the Trustee hereunder, shall
constitute due delivery of the Notes Guarantee on behalf of the Guarantor. Such
signature upon the notation of the Notes Guarantee may be a manual or facsimile
signature of any such director or officer and may be imprinted or otherwise
reproduced below the notation of the Notes Guarantee, and in case any such
director or officer who shall have signed the notation of the Notes Guarantee
shall cease to be such director or officer before the Junior Subordinated Note
on which such notation is endorsed shall have been authenticated and delivered
by the Trustee or disposed of by the Company, such Junior Subordinated Note
nevertheless may be authenticated and delivered or disposed of as though the
person who signed the notation of the Notes Guarantee had not ceased to be such
director or officer of the Guarantor.

SECTION 1406.     SUBROGATION.

         The Guarantor shall be subrogated to all rights (if any) of the Holders
against the Company in respect of any amounts paid to the Holders by the
Guarantor under this Article XIV with respect to any series of Junior
Subordinated Notes; provided, however, that the Guarantor shall not (except to
the extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Article XIV with respect to a series of Junior Subordinated Notes if, at the
time of any such payment, any amounts are due and unpaid under such series of
Junior Subordinated Notes. If any amount shall be paid to the Guarantor in
violation of the preceding sentence, the Guarantor agrees to hold such amount in
trust for the Holders and to pay over such amount to the Holders.

SECTION 1407.     INDEPENDENT OBLIGATIONS.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Company with respect to the Junior
Subordinated Notes and that the Guarantor shall be liable as principal and as
debtor hereunder to make payments pursuant to the terms of the Notes Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 1403 hereof.

SECTION 1408.     SUBORDINATION.

         The Guarantor covenants and agrees, and each Holder of a Junior
Subordinated Note, by his acceptance thereof, likewise covenants and agrees,
that, to the same extent and in the same manner set forth in Article XIII with
respect to subordination and relative rights of the Junior Subordinated Notes,
all payments in respect of the Notes Guarantee are hereby expressly made
subordinate and subject in right of payment to the prior payment in full in cash
of all Senior Indebtedness of the Guarantor.


                                 ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 1501.     NO RECOURSE AGAINST OTHERS.

         An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company or the Guarantor shall not have
any liability for any obligations of the Company or the Guarantor under the
Junior Subordinated Notes or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Junior Subordinated Note, each Holder shall waive and release all such
liability. Such waiver and release shall be part of the consideration for the
issue of the Junior Subordinated Notes.

SECTION 1502.     SET-OFF.

         Notwithstanding anything to the contrary in this Indenture or in any
Junior Subordinated Note of any series, prior to the dissolution of any
Securities Trust that has issued Trust Securities related to a series of Junior
Subordinated Notes, the Company shall have the right to set-off and apply
against any payment it is otherwise required to make hereunder or thereunder
with respect to the principal of or interest (including any Additional Interest)
on the Junior Subordinated Notes of such series with and to the extent the
Company has theretofore made, or is concurrently on the date of such payment
making, a payment with respect to the Trust Securities of the series related to
such series of Junior Subordinated Notes under the applicable Guarantee.
Contemporaneously with, or as promptly as practicable after, any such payment
under such Guarantee, the Company shall deliver to the Trustee an Officers'
Certificate (upon which the Trustee shall be entitled to rely conclusively
without any requirement to investigate the facts contained therein) to the
effect that such payment has been made and that, as a result of such payment,
the corresponding payment under the related series of Junior Subordinated Notes
has been set-off in accordance with this Section 1502.

SECTION 1503.     ASSIGNMENT; BINDING EFFECT.

         The Company shall have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly-owned
subsidiary of the Company, provided that, in the event of any such assignment,
the Company shall remain primarily liable for the performance of all such
obligations. This Indenture may also be assigned by the Company in connection
with a transaction described in Article Eight. This Indenture shall be binding
upon and inure to the benefit of the Company, the Trustee, the Holders, any
Security Registrar, Paying Agent, and Authenticating Agent and, to the extent
specifically set forth herein, the holders of Senior Indebtedness and their
respective successors and assigns. The provisions of clause (2) of Section 508
and Section 1006 are for the benefit of the holders of the series of Trust
Securities referred to therein and, prior to the dissolution of the related
Securities Trust, may be enforced by such holders. A holder of a Trust Security
shall not have the right, as such a holder, to enforce any other provision of
this Indenture.

SECTION 1504.     ADDITIONAL INTEREST.

         Whenever there is mentioned in this Indenture, in any context, the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Junior Subordinated Note of any series, such mention shall be deemed to
include mention of the payment of Additional Interest provided for by the terms
of such series of Junior Subordinated Notes to the extent that, in such context,
Additional Interest is, were or would be payable in respect thereof pursuant to
such terms, and express mention of the payment of Additional Interest in any
provisions hereof shall not be construed as excluding Additional Interest in
those provisions hereof where such express mention is not made.

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



<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.

                                       SOUTHERN COMPANY CAPITAL FUNDING, INC.


                                       By
                                                     Vice President


Attest:




Assistant Secretary

                                       THE SOUTHERN COMPANY


                                       By
                                               Financial Vice President

Attest:



Assistant Secretary

                                     BANKERS TRUST COMPANY
                                     Trustee


                                       By


Attest:



<PAGE>


                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                                       AND
                              THE SOUTHERN COMPANY

                                       TO

                             BANKERS TRUST COMPANY,
                                    TRUSTEE.







                          FIRST SUPPLEMENTAL INDENTURE

                            DATED AS OF JUNE 6, 1997






                                  $206,186,000


                    SERIES C 7.75% JUNIOR SUBORDINATED NOTES

                               DUE MARCH 31, 2037







<PAGE>



                               TABLE OF CONTENTS1


ARTICLE 1..............................................................1


SECTION 101. Establishment.............................................1


SECTION 102. Definitions...............................................2


SECTION 103. Payment of Principal and Interest.........................3


SECTION 104. Deferral of Interest Payments.............................4


SECTION 105. Denominations.............................................5


SECTION 106. Global Securities.........................................5


SECTION 107. Transfer..................................................5


SECTION 108. Redemption................................................6


ARTICLE 2..............................................................6


SECTION 201. Recitals by Company.......................................6


SECTION 202. Ratification and Incorporation of Original Indenture......6


SECTION 203. Executed in Counterparts..................................6


SECTION 204. Listing of Notes..........................................7


______________________________
1 This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.

<PAGE>



 ..................THIS FIRST SUPPLEMENTAL INDENTURE is made as of the 6th day of
June, 1997, by and among SOUTHERN COMPANY CAPITAL FUNDING, INC., a Delaware
corporation, 270 Peachtree Street, N.W., Atlanta, Georgia 30303 (the "Company"),
THE SOUTHERN COMPANY, a Delaware corporation, 270 Peachtree Street, N.W.,
Atlanta, Georgia 30303 (the "Guarantor"), and BANKERS TRUST COMPANY, a New York
banking corporation, Four Albany Street, New York, New York 10006 (the
"Trustee").


                              W I T N E S S E T H:

         .........WHEREAS, the Company and the Guarantor have heretofore entered
into a Subordinated Note Indenture, dated as of June 1, 1997 (the "Original
Indenture"), with Bankers Trust Company;

         .........WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this First Supplemental
Indenture, is herein called the "Indenture";

         .........WHEREAS, under the Original Indenture, a new series of Junior
Subordinated Notes may at any time be established by the Board of Directors of
the Company in accordance with the provisions of the Original Indenture and the
terms of such series may be described by a supplemental indenture executed by
the Company, the Guarantor and the Trustee;

         .........WHEREAS, the Company proposes to create under the Indenture a
new series of Junior Subordinated Notes;

         .........WHEREAS, additional Junior Subordinated Notes of other series
hereafter established, except as may be limited in the Original Indenture as at
the time supplemented and modified, may be issued from time to time pursuant to
the Indenture as at the time supplemented and modified; and

         .........WHEREAS, all conditions necessary to authorize the execution
and delivery of this First Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.

         .........NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


                                    ARTICLE 1

                       Series C Junior Subordinated Notes

         SECTION 101. Establishment. There is hereby established a new series of
Junior Subordinated Notes to be issued under the Indenture, to be designated as
the Company's Series C 7.75% Junior Subordinated Notes due March 31, 2037 (the
"Series C Notes").

         There are to be authenticated and delivered $206,186,000 principal
amount of Series C Notes, and no further Series C Notes shall be authenticated
and delivered except as provided by Sections 203, 303, 304, 907 or 1107 of the
Original Indenture. The Series C Notes shall be issued in definitive fully
registered form.

         The Series C Notes shall be in substantially the form set out in
Exhibit A hereto. The entire principal amount of the Series C Notes shall
initially be evidenced by one certificate issued to the Property Trustee of
Southern Company Capital Trust III.

         The form of the Trustee's Certificate of Authentication for the Series
C Notes shall be in substantially the form set forth in Exhibit B hereto. A
notation of the Notes Guarantee shall be set forth on each Series C Note in
substantially the form set forth in Section 1404 of the Original Indenture.

         Each Series C Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.

         SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.

         "Deferred Interest" means each installment of interest not paid during
any Extension Period, and interest thereon. Deferred installments of interest
shall bear interest at the rate of 7.75% per annum from the applicable Interest
Payment Date to the date of payment, compounded quarterly, to the extent
permitted by applicable law.

         "Extension Period" means any period during which the Company has
elected to defer payments of interest, which deferral may be for a period of up
to twenty (20) consecutive quarters.

         "Interest Payment Dates" means March 31, June 30, September 30 and
December 31 of each year.

         "Investment Company Act Event" means that the Company shall have
received an Opinion of Counsel to the effect that, as a result of the occurrence
of a change in law or regulation or a written change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Securities Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of 1940, as amended,
which change becomes effective on or after the Original Issue Date.

         "Original Issue Date" means June 6, 1997.

         "Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date.

         "Securities Trust" means Southern Company Capital Trust III, a
statutory business trust formed by the Company under Delaware law to issue Trust
Securities, the proceeds of which will be used to purchase Series C Notes.

         "Special Event" means an Investment Company Act Event or Tax Event.

         "Stated Maturity" means March 31, 2037.

         "Tax Event" means that the Company shall have received an Opinion of
Counsel experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to, or
change in, an interpretation or application of such laws or regulations, there
is more than an insubstantial risk that (i) the Securities Trust would be
subject to United States federal income tax with respect to income accrued or
received on the Series C Notes, (ii) interest payable to the Securities Trust on
the Series C Notes would not be deductible by a member of the Guarantor's
consolidated tax group for United States federal income tax purposes, or (iii)
the Securities Trust would be subject to more than a de minimis amount of other
taxes, duties or other governmental charges, which change or amendment becomes
effective on or after the Original Issue Date.

         SECTION 103. Payment of Principal and Interest. The unpaid principal
amount of the Series C Notes shall bear interest at the rate of 7.75% per annum
until paid or duly provided for. Interest shall be paid quarterly in arrears on
each Interest Payment Date to the Person in whose name the Series C Notes are
registered on the Regular Record Date for such Interest Payment Date, provided
that interest payable at the Stated Maturity of principal or on a Redemption
Date as provided herein will be paid to the Person to whom principal is payable.
So long as an Extension Period is not occurring, any such interest that is not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holders on such Regular Record Date and may either be paid to the Person or
Persons in whose name the Series C Notes are registered at the close of business
on a Special Record Date for the payment of such defaulted interest to be fixed
by the Trustee ("Special Record Date"), notice whereof shall be given to Holders
of the Series C Notes not less than ten (10) days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the Series C Notes
shall be listed, and upon such notice as may be required by any such exchange,
all as more fully provided in the Original Indenture.

         Payments of interest on the Series C Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series C Notes shall be computed and paid 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 the Series C Notes is not a Business Day, then a payment
of the interest payable on such date will be made on the next succeeding day
that is a Business Day, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date the payment was originally payable.

         Payment of the principal, premium, if any, and interest (including
Additional Interest, if any) due at the Stated Maturity or earlier redemption of
the Series C Notes shall be made upon surrender of the Series C Notes at the
Corporate Trust Office of the Trustee, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Payments of interest (including interest on any
Interest Payment Date) will be made, subject to such surrender where applicable,
at the option of the Company, (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii)
by wire transfer at such place and to such account at a banking institution in
the United States as may be designated in writing to the Trustee at least
sixteen (16) days prior to the date for payment by the Person entitled thereto.

         The Company shall pay, as additional interest on the Series C Notes,
when due to the United States or any other taxing authority, the amounts set
forth in clause (i) of the definition of Additional Interest.

         SECTION 104. Deferral of Interest Payments. The Company has the right
at any time and from time to time to extend the interest payment period of the
Series C Notes for up to twenty (20) consecutive quarters (each, an "Extension
Period"), but not beyond the Stated Maturity. Notwithstanding the foregoing, the
Company has no right to extend its obligation to pay such amounts as are defined
in clause (i) of the definition of Additional Interest. Prior to the termination
of any such Extension Period, the Company may further extend the interest
payment period, provided that such Extension Period, together with all such
previous and further extensions of that Extension Period, shall not exceed
twenty (20) consecutive quarters. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Company may select a new Extension Period,
subject to the above limitations and requirements.

         Upon the termination of any Extension Period, which termination shall
be on an Interest Payment Date, the Company shall pay all Deferred Interest on
the next succeeding Interest Payment Date to the Person in whose name the Series
C Notes are registered on the Regular Record Date for such Interest Payment
Date, provided that Deferred Interest payable at Stated Maturity or on any
Redemption Date will be paid to the Person to whom principal is payable.

         The Company shall give the Holder or Holders of the Series C Notes and
the Trustee notice, as provided in Sections 105 and 106, respectively, of the
Original Indenture, of its selection or extension of an Extension Period at
least one Business Day prior to the earlier of (i) the Regular Record Date
relating to the Interest Payment Date on which the Extension Period is to
commence or relating to the Interest Payment Date on which an Extension Period
that is being extended would otherwise terminate, or (ii) the date the Company
or Securities Trust is required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization of the record date or the date
such distributions are payable. The Company shall cause the Securities Trust to
give notice of the Company's selection of such Extension Period to Holders of
the Trust Securities. The month in which any notice is given pursuant to the
immediately preceding sentence of this Section shall constitute the first month
of the first quarter of the twenty (20) quarters, which comprise the Maximum
Extension Period.

         At any time any of the foregoing notices are given to the Trustee, the
Company shall give to the Paying Agent for the Series C Notes such information
as said Paying Agent shall reasonably require in order to fulfill its tax
reporting obligations with respect to such Series C Notes.

         SECTION 105. Denominations. The Series C Notes may be issued in the
denominations of $25, or any integral multiple thereof.

         SECTION 106. Global Securities. If the Series C Notes are distributed
to Holders of the Trust Securities of the Securities Trust in liquidation of
such Holders' interests therein, the Series C Notes will be issued in the form
of one or more Global Securities registered in the name of the Depositary (which
shall be The Depository Trust Company) or its nominee. Except under the limited
circumstances described below, Series C Notes represented by the Global Security
will not be exchangeable for, and will not otherwise be issuable as, Series C
Notes in definitive form. The Global Securities described above may not be
transferred except 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
or to a successor Depositary or its nominee.

         Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series C Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee. The rights of Holders of such Global Security shall be exercised only
through the Depositary.

         A Global Security shall be exchangeable for Series C Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed, or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, at a time when
the Depositary is required to be so registered to act as such Depositary and no
successor Depositary shall have been appointed, (ii) the Company in its sole
discretion determines that such Global Security shall be so exchangeable, or
(iii) there shall have occurred an Event of Default with respect to the Series C
Notes. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Series C Notes registered in such names as
the Depositary shall direct.

         SECTION 107. Transfer. No service charge will be made for any transfer
or exchange of Series C Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

         The Company shall not be required (a) to issue, transfer or exchange
any Series C Notes during a period beginning at the opening of business fifteen
(15) days before the day of the mailing of a notice identifying the serial
numbers of the Series C Notes to be called for redemption, and ending at the
close of business on the day of the mailing, or (b) to transfer or exchange any
Series C Notes theretofore selected for redemption in whole or in part, except
the unredeemed portion of any Series C Note redeemed in part.

         SECTION 108. Redemption. The Series C Notes shall be subject to
redemption at the option of the Company, in whole or in part, without premium or
penalty, at any time or from time to time on or after June 6, 2002, at a
Redemption Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest, including Additional Interest, if any, to the
Redemption Date; provided, however, that if a redemption in part shall result in
the delisting of the Preferred Securities issued by the Securities Trust, the
Company may only redeem the Series C Notes in whole. In addition, upon the
occurrence of a Special Event at any time, the Company may, within ninety (90)
days following the occurrence thereof and subject to the terms and conditions of
the Indenture, elect to redeem the Series C Notes, in whole, at a price equal to
100% of the principal amount to be redeemed plus any accrued but unpaid interest
(including Additional Interest) to the Redemption Date.

         In the event of redemption of the Series C Notes in part only, a new
Series C Note or Notes for the unredeemed portion will be issued in the name or
names of the Holders thereof upon the surrender thereof.

         The Series C Notes will not have a sinking fund.

         Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.

         Any redemption of less than all of the Series C Notes shall, with
respect to the principal thereof, be divisible by $25.


                                    ARTICLE 2

                            Miscellaneous Provisions

         SECTION 201. Recitals by Company. The recitals in this First
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Series C Notes and of this First Supplemental Indenture
as fully and with like effect as if set forth herein in full.

         SECTION 202. Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture, as heretofore supplemented and modified,
and this First Supplemental Indenture shall be read, taken and construed as one
and the same instrument.

         SECTION 203. Executed in Counterparts. This First Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.

         SECTION 204. Listing of Notes. If the Series C Notes are to be issued
as a Global Security in connection with the distribution of the Series C Notes
to the Holders of the Preferred Securities issued by the Securities Trust, the
Company will use its best efforts to list such Series C Notes on the New York
Stock Exchange or any such other exchange on which such Preferred Securities are
then listed and traded.


<PAGE>





                  IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf by its duly authorized officers,
all as of the day and year first above written.

                                         SOUTHERN COMPANY
                                         CAPITAL FUNDING, INC.
ATTEST:

By:____________________________          By:_____________________________


ATTEST:                                  THE SOUTHERN COMPANY


By:____________________________          By:_____________________________


ATTEST:                                  BANKERS TRUST COMPANY,
                                         as Trustee

By:____________________________          By:_____________________________




<PAGE>



                                    EXHIBIT A

                              FORM OF SERIES C NOTE


<PAGE>




NO. 1                                                               CUSIP NO.



THE INDEBTEDNESS EVIDENCED BY THIS SECURITY IS, TO THE EXTENT PROVIDED IN THE
INDENTURE, SUBORDINATE AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS OF THE COMPANY AND THIS SECURITY IS ISSUED
SUBJECT TO THE PROVISIONS OF THE INDENTURE WITH RESPECT THERETO.

                     SOUTHERN COMPANY CAPITAL FUNDING, INC.
                     SERIES C 7.75% JUNIOR SUBORDINATED NOTE
                               DUE MARCH 31, 2037


Principal Amount:          $____________

Regular Record Date:       15th calendar day prior to Interest Payment Date

Original Issue Date:       June 6, 1997

Stated Maturity:           March 31, 2037

Interest Payment Dates:    March 31, June 30, September 30 and December 31

Interest Rate:             7.75% per annum

Authorized Denomination:   $25

Initial Redemption Date:   June 6, 2002


         Southern Company Capital Funding, Inc., a Delaware corporation (the
"Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to _____________________________________, or registered assigns, the principal
sum of _________ DOLLARS ($__________) on the Stated Maturity shown above (or
upon earlier redemption), and to pay interest thereon from the Original Issue
Date shown above, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly in arrears on each
Interest Payment Date as specified above, commencing on the Interest Payment
Date next succeeding the Original Issue Date shown above and on the Stated
Maturity (or upon earlier redemption) at the rate per annum shown above until
the principal hereof is paid or made available for payment and on any overdue
principal and on any overdue installment of interest. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date (other
than an Interest Payment Date that is the Stated Maturity or on a Redemption
Date) will, as provided in such Indenture, be paid to the Person in whose name
this Note (the "Note") is registered at the close of business on the Regular
Record Date as specified above next preceding such Interest Payment Date,
provided that any interest payable at Stated Maturity or on any Redemption Date
will be paid to the Person to whom principal is payable. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Notes of this series shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Indenture.

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid 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 Note is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day, except that, if such
Business Day is in the next succeeding calendar year, 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 the payment was originally payable. A "Business
Day" shall mean any day other than a Saturday or a Sunday or a day on which
banking institutions in New York City are authorized or required by law or
executive order to remain closed or a day on which the Corporate Trust Office of
the Trustee or the principal corporate trust office of the Property Trustee of
the Securities Trust are closed for business.

         The Company shall have the right at any time and from time to time
during the term of this Note to extend the interest payment period of such Note
for up to 20 consecutive quarters but not beyond the Stated Maturity of this
Note (each, an "Extension Period"), during which periods unpaid interest
(together with interest thereon) will compound quarterly at the Interest Rate
("Deferred Interest"). Upon the termination of each Extension Period, which
shall be an Interest Payment Date, the Company shall pay all Deferred Interest
on the next succeeding Interest Payment Date to the Person in whose name this
Note is registered at the close of business on the Regular Record Date for such
Interest Payment Date, provided that any Deferred Interest payable at Stated
Maturity or on any Redemption Date will be paid to the Person to whom principal
is payable. Prior to the termination of any such Extension Period, the Company
may extend the interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof shall not exceed
20 consecutive quarters. Upon the termination of any such Extension Period, and
the payment of all accrued and unpaid interest and any Additional Interest then
due, the Company may select a new Extension Period, subject to the above
requirements. If the Company shall have given notice of its election to select
any Extension Period, subject to certain exceptions provided in the Indenture,
neither the Company nor the Guarantor referred to herein shall (i) declare or
pay any dividend or distribution on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock, or make any
guarantee payments with respect to the foregoing or (ii) make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by it that rank pari passu with or junior to this Note or
the Notes Guarantee referred to herein. The Company shall give the Holder of
this Note and the Trustee notice of its selection or extension of an Extension
Period at least one Business Day prior to the earlier of (i) the Regular Record
Date relating to the Interest Payment Date on which the Extension Period is to
commence or relating to the Interest Payment Date on which an Extension Period
that is being extended would otherwise terminate or (ii) the date the Company or
Securities Trust is required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization of the record date or the date
distributions are payable.

         The Company also shall be obligated to pay when due and without
extension all additional amounts as may be required so that the net amount
received and retained by the Holder of this Note (if the Holder is a Securities
Trust) after paying taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States or
any other taxing authority will not be less than the amounts such Holder would
have received had no such taxes, duties, assessments, or other governmental
charges been imposed.

         Payment of the principal of and interest (including Additional
Interest, if any) due at the Stated Maturity or earlier redemption of the Series
C Notes shall be made upon surrender of the Series C Notes at the Corporate
Trust Office of the Trustee, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on an Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
at such place and to such account at a banking institution in the United States
as may be designated in writing to the Trustee at least 16 days prior to the
date for payment by the Person entitled thereto.

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

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



<PAGE>




         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  ________ __, 19__.

                                                     SOUTHERN COMPANY CAPITAL
                                                     FUNDING, INC.



                                                     By:
                                                              Vice President


Attest:



Assistant Secretary



          {Seal of SOUTHERN COMPANY CAPITAL FUNDING, INC. appears here}


                                 NOTES GUARANTEE

         FOR VALUE RECEIVED, THE SOUTHERN COMPANY, a corporation duly organized
and existing under the laws of the State of Delaware (the "Guarantor", which
term includes any successor Person under the Indenture referred to herein)
hereby irrevocably and unconditionally guarantees to the Holder of this Junior
Subordinated Note issued by Southern Company Capital Funding, Inc. (the
"Company"), pursuant to the terms of the Notes Guarantee contained in Article
XIV of the Indenture, the due and punctual payment of the principal of and
premium, if any, and interest (including Additional Interest) on this Junior
Subordinated Note, when and as the same shall become due and payable, whether at
the Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, in accordance with the terms of this Junior Subordinated Note and the
Indenture.

         The obligations of the Guarantor to the Holders of the Junior
Subordinated Notes and to the Trustee pursuant to the Notes Guarantee and the
Indenture are expressly set forth in Article XIV of the Indenture, and reference
is hereby made to such Article and Indenture for the precise terms of the Notes
Guarantee.

         Notwithstanding anything to the contrary in this Notes Guarantee, all
payments in respect of the Notes Guarantee are subordinate and subject in right
of payment to the prior payment in full of all Senior Indebtedness (as defined
in the Indenture) of the Guarantor.

         This Notes Guarantee shall be governed by and construed in accordance
with the laws of the State of New York.

         The Notes Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Junior Subordinated Note upon
which this notation of the Notes Guarantee is endorsed shall have been executed
by the Trustee under the Indenture by the manual signature of one of its
authorized officers.


(SEAL)                                               THE SOUTHERN COMPANY

Attest:


                                                     By:
                                                           Name:
                                                           Title







<PAGE>






                          CERTIFICATE OF AUTHENTICATION

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


                                             BANKERS TRUST COMPANY,
                                             as Trustee


                                             By:
                                                      Authorized Officer


<PAGE>


                             (Reverse Side of Note)


         This Note is one of a duly authorized issue of Junior Subordinated
Notes of the Company (the "Notes"), issued and issuable in one or more series
under a Subordinated Note Indenture, dated as of June 1, 1997, as supplemented
(the "Indenture"), among the Company, the Guarantor and Bankers Trust Company,
Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures incidental thereto reference
is hereby made for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Guarantor, the Trustee and
the Holders of the Notes issued thereunder and of the terms upon which said
Notes are, and are to be, authenticated and delivered. This Note is one of the
series designated on the face hereof as Series C 7.75% Junior Subordinated Notes
due March 31, 2037 (the "Series C Notes") in the aggregate principal amount of
up to $206,186,000. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.

         The Company shall have the right, subject to the terms and conditions
of the Indenture, to redeem this Note at any time on or after June 6, 2002, at
the option of the Company, without premium or penalty, in whole or in part, at a
Redemption Price equal to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest, including Additional Interest, if any, to the
Redemption Date . Upon the occurrence of a Special Event (as defined below) at
any time, the Company may, within 90 days following the occurrence thereof and
subject to the terms and conditions of the Indenture, redeem this Note without
premium or penalty, in whole, at a Redemption Price equal to 100% of the
principal amount thereof plus any accrued and unpaid interest, including
Additional Interest, if any, to the Redemption Date. A Special Event may be a
Tax Event or an Investment Company Act Event. "Tax Event" means that the Company
shall have received an Opinion of Counsel experienced in such matters to the
effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein or (b) any amendment to, or change in, an interpretation or application
of such laws or regulations, there is more than an insubstantial risk that (i)
the related Securities Trust would be subject to United States federal income
tax with respect to income accrued or received on the Series C Notes, (ii)
interest payable to the related Securities Trust would not be deductible by the
Company for United States federal income tax purposes, or (iii) the related
Securities Trust would be subject to more than a de minimis amount of other
taxes, duties or other governmental charges, which change or amendment becomes
effective on or after the Original Issue Date. "Investment Company Act Event"
means that the Company shall have received an Opinion of Counsel to the effect
that, as a result of the occurrence of a change in law or regulation or a
written change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, there is
more than an insubstantial risk that the related Securities Trust is or will be
considered an "investment company" which is required to be registered under the
Investment Company Act of 1940, as amended, which change becomes effective on or
after the Original Issue Date.

         In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof. The Notes will not have a
sinking fund.

         If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Notes of each
series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Notes of each series at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.

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

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Guarantor, the Trustee nor any such agent shall be affected by
notice to the contrary.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes of
this series are exchangeable for a like aggregate principal amount of Notes of
this series of a different authorized denomination, as requested by the Holder
surrendering the same upon surrender of the Note or Notes to be exchanged at the
office or agency of the Company.

         This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.


<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:


<PAGE>




TEN COM- as tenants in        UNIF GIFT MIN ACT- _______ Custodian ________
         common                                 (Cust)              (Minor)
TEN ENT- as tenants by the
         entireties                    under Uniform Gifts to
 JT TEN- as joint tenants              Minors Act
         with right of
         survivorship and           ________________________
         not as tenants                      (State)
         in common


                    Additional abbreviations may also be used
                          though not on the above list.


         FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
     (please insert Social Security or other identifying number of assignee)


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE



the within Note and all rights thereunder, hereby irrevocably constituting and
appointing



agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.


Dated:



                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as written upon the face of the
                                            within instrument in every
                                            particular without alteration or
                                            enlargement, or any change whatever.


<PAGE>


                                    EXHIBIT B


                          CERTIFICATE OF AUTHENTICATION


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

                                        BANKERS TRUST COMPANY,
                                        as Trustee


                                        By:
                                                 Authorized Officer