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                        INTERVEST BANCSHARES CORPORATION,
                                    AS ISSUER



                                    INDENTURE

                         DATED AS OF SEPTEMBER 21, 2006


                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE


          FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
                                   DEBENTURES


                                    DUE 2036

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<PAGE>
<TABLE>
<CAPTION>
                                           TABLE OF CONTENTS
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<S>                 <C>                                                                            <C>
ARTICLE I.     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1

    Section 1.1.    Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

ARTICLE II.    DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8

    Section 2.1.    Authentication and Dating.. . . . . . . . . . . . . . . . . . . . . . . . . .     8
    Section 2.2.    Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . .     9
    Section 2.3.    Form and Denomination of Debentures . . . . . . . . . . . . . . . . . . . . .     9
    Section 2.4.    Execution of Debentures . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
    Section 2.5.    Exchange and Registration of Transfer of Debentures . . . . . . . . . . . . .    10
    Section 2.6.    Mutilated, Destroyed, Lost or Stolen Debentures . . . . . . . . . . . . . . .    12
    Section 2.7.    Temporary Debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
    Section 2.8.    Payment of Interest and Additional Interest . . . . . . . . . . . . . . . . .    13
    Section 2.9.    Cancellation of Debentures Paid, etc. . . . . . . . . . . . . . . . . . . . .    14
    Section 2.10.   Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . .    14
    Section 2.11.   Extension of Interest Payment Period. . . . . . . . . . . . . . . . . . . . .    15
    Section 2.12.   CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16

ARTICLE III.   PARTICULAR COVENANTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .     17

    Section 3.1.    Payment of Principal, Premium and Interest; Agreed Treatment of the
                    Debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
    Section 3.2.    Offices for Notices and Payments, etc . . . . . . . . . . . . . . . . . . . .    17
    Section 3.3.    Appointments to Fill Vacancies in Trustee's Office. . . . . . . . . . . . . .    18
    Section 3.4.    Provision as to Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . .    18
    Section 3.5.    Certificate to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
    Section 3.6.    Additional Sums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
    Section 3.7.    Compliance with Consolidation Provisions. . . . . . . . . . . . . . . . . . .    19
    Section 3.8.    Limitation on Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
    Section 3.9.    Covenants as to the Trust . . . . . . . . . . . . . . . . . . . . . . . . . .    20
    Section 3.10.   Additional Junior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . .    20

ARTICLE IV.    SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND
               THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20

    Section 4.1.    Securityholders' Lists. . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
    Section 4.2.    Preservation and Disclosure of Lists. . . . . . . . . . . . . . . . . . . . .    21

ARTICLE V.     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN
               EVENT OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22

    Section 5.1.    Events of Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
    Section 5.2.    Payment of Debentures on Default; Suit Therefor . . . . . . . . . . . . . . .    23
    Section 5.3.    Application of Moneys Collected by Trustee. . . . . . . . . . . . . . . . . .    25
    Section 5.4.    Proceedings by Securityholders. . . . . . . . . . . . . . . . . . . . . . . .    25
    Section 5.5.    Proceedings by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
    Section 5.6.    Remedies Cumulative and Continuing; Delay or Omission Not a Waiver. . . . . .    26


                                       i
<PAGE>
    Section 5.7.    Direction of Proceedings and Waiver of Defaults by Majority of
                    Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
    Section 5.8.    Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
    Section 5.9.    Undertaking to Pay Costs. . . . . . . . . . . . . . . . . . . . . . . . . . .    27

ARTICLE VI.    CONCERNING THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . .  . .    27

    Section 6.1.    Duties and Responsibilities of Trustee. . . . . . . . . . . . . . . . . . . .    27
    Section 6.2.    Reliance on Documents, Opinions, etc. . . . . . . . . . . . . . . . . . . . .    28
    Section 6.3.    No Responsibility for Recitals, etc . . . . . . . . . . . . . . . . . . . . .    29
    Section 6.4.    Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                    Registrar May Own Debentures. . . . . . . . . . . . . . . . . . . . . . . . .    29
    Section 6.5.    Moneys to be Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . .    29
    Section 6.6.    Compensation and Expenses of Trustee. . . . . . . . . . . . . . . . . . . . .    29
    Section 6.7.    Officers' Certificate as Evidence . . . . . . . . . . . . . . . . . . . . . .    30
    Section 6.8.    Eligibility of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
    Section 6.9.    Resignation or Removal of Trustee . . . . . . . . . . . . . . . . . . . . . .    31
    Section 6.10.   Acceptance by Successor Trustee . . . . . . . . . . . . . . . . . . . . . . .    32
    Section 6.11.   Succession by Merger, etc.. . . . . . . . . . . . . . . . . . . . . . . . . .    32
    Section 6.12.   Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . .    33

ARTICLE VII.   CONCERNING THE SECURITYHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . .    33

    Section 7.1.    Action by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . .    33
    Section 7.2.    Proof of Execution by Securityholders . . . . . . . . . . . . . . . . . . . .    34
    Section 7.3.    Who Are Deemed Absolute Owners. . . . . . . . . . . . . . . . . . . . . . . .    34
    Section 7.4.    Debentures Owned by Company Deemed Not Outstanding. . . . . . . . . . . . . .    34
    Section 7.5.    Revocation of Consents; Future Holders Bound. . . . . . . . . . . . . . . . .    35

ARTICLE VIII.  SECURITYHOLDERS' MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35

    Section 8.1.    Purposes of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
    Section 8.2.    Call of Meetings by Trustee . . . . . . . . . . . . . . . . . . . . . . . . .    35
    Section 8.3.    Call of Meetings by Company or Securityholders. . . . . . . . . . . . . . . .    36
    Section 8.4.    Qualifications for Voting . . . . . . . . . . . . . . . . . . . . . . . . . .    36
    Section 8.5.    Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
    Section 8.6.    Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
    Section 8.7.    Quorum; Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37

ARTICLE IX.    SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37

    Section 9.1.    Supplemental Indentures without Consent of Securityholders. . . . . . . . . .    37
    Section 9.2.    Supplemental Indentures with Consent of Securityholders . . . . . . . . . . .    39
    Section 9.3.    Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . .    39
    Section 9.4.    Notation on Debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
    Section 9.5.    Evidence of Compliance of Supplemental Indenture to be Furnished to
                    Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40

ARTICLE X.     REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40

    Section 10.1.   Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
    Section 10.2.   Special Event Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . .    40
    Section 10.3.   Notice of Redemption; Selection of Debentures . . . . . . . . . . . . . . . .    40
    Section 10.4.   Payment of Debentures Called for Redemption . . . . . . . . . . . . . . . . .    41


                                       ii
<PAGE>
ARTICLE XI.    CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE. . . . . . . . . . . . . . . . .    41

    Section 11.1.   Company May Consolidate, etc., on Certain Terms . . . . . . . . . . . . . . .    41
    Section 11.2.   Successor Entity to be Substituted. . . . . . . . . . . . . . . . . . . . . .    42
    Section 11.3.   Opinion of Counsel to be Given to Trustee . . . . . . . . . . . . . . . . . .    42

ARTICLE XII.   SATISFACTION AND DISCHARGE OF INDENTURE. . . . . . . . . . . . . . . . . . . . . .    42

    Section 12.1.   Discharge of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
    Section 12.2.   Deposited Moneys to be Held in Trust by Trustee . . . . . . . . . . . . . . .    43
    Section 12.3.   Paying Agent to Repay Moneys Held . . . . . . . . . . . . . . . . . . . . . .    43
    Section 12.4.   Return of Unclaimed Moneys. . . . . . . . . . . . . . . . . . . . . . . . . .    43

ARTICLE XIII.  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
               DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .    43

    Section 13.1.   Indenture and Debentures Solely Corporate Obligations . . . . . . . . . . . .    43

ARTICLE XIV.   MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44

    Section 14.1.   Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
    Section 14.2.   Official Acts by Successor Entity . . . . . . . . . . . . . . . . . . . . . .    44
    Section 14.3.   Surrender of Company Powers . . . . . . . . . . . . . . . . . . . . . . . . .    44
    Section 14.4.   Addresses for Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . .    44
    Section 14.5.   Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
    Section 14.6.   Evidence of Compliance with Conditions Precedent. . . . . . . . . . . . . . .    44
    Section 14.7.   Table of Contents, Headings, etc. . . . . . . . . . . . . . . . . . . . . . .    45
    Section 14.8.   Execution in Counterparts.. . . . . . . . . . . . . . . . . . . . . . . . . .    45
    Section 14.9.   Separability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
    Section 14.10.  Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
    Section 14.11.  Acknowledgment of Rights. . . . . . . . . . . . . . . . . . . . . . . . . . .    45

ARTICLE XV.    SUBORDINATION OF DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . . . .    45

    Section 15.1.   Agreement to Subordinate. . . . . . . . . . . . . . . . . . . . . . . . . . .    45
    Section 15.2.   Default on Senior Indebtedness. . . . . . . . . . . . . . . . . . . . . . . .    46
    Section 15.3.   Liquidation, Dissolution, Bankruptcy. . . . . . . . . . . . . . . . . . . . .    46
    Section 15.4.   Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
    Section 15.5.   Trustee to Effectuate Subordination . . . . . . . . . . . . . . . . . . . . .    48
    Section 15.6.   Notice by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
    Section 15.7.   Rights of the Trustee; Holders of Senior Indebtedness . . . . . . . . . . . .    49
    Section 15.8.   Subordination May Not Be Impaired . . . . . . . . . . . . . . . . . . . . . .    49

Exhibit A     Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture
Exhibit B     Form of Certificate to Trustee
</TABLE>


                                      iii
<PAGE>
     THIS  INDENTURE,  dated  as  of  September  21,  2006,  between  Intervest
Bancshares  Corporation,  a Delaware corporation (the "Company"), and Wilmington
                                                      ---------
Trust  Company,  a  Delaware  banking  corporation,  as  debenture  trustee (the
"Trustee").
---------

                                   WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the  issuance of its Fixed/Floating Rate Junior Subordinated Deferrable Interest
Debentures  due  2036  (the "Debentures") under this Indenture to provide, among
                             ----------
other  things, for the execution and authentication, delivery and administration
thereof,  and  the  Company has duly authorized the execution of this Indenture;
and

     WHEREAS,  all  acts  and  things  necessary  to make this Indenture a valid
agreement  according  to  its  terms,  have  been  done  and  performed;

     NOW,  THEREFORE,  This  Indenture  Witnesseth:

     In consideration of the premises, and the purchase of the Debentures by the
holders thereof, the Company covenants and agrees with the Trustee for the equal
and  proportionate  benefit  of  the respective holders from time to time of the
Debentures  as  follows:

                                   ARTICLE I.
                                   DEFINITIONS

     SECTION  1.1.  DEFINITIONS. The terms defined in this Section 1.1 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for  all  purposes  of  this  Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.1. All accounting
terms  used herein and not expressly defined shall have the meanings assigned to
such  terms  in accordance with generally accepted accounting principles and the
term "generally accepted accounting principles" means such accounting principles
as  are  generally accepted in the United States at the time of any computation.
The  words  "herein," "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other  subdivision.

     "Acceleration  Event  of  Default"  means an Event of Default under Section
      --------------------------------
5.1(a),  (d),  (e)  or  (f),  whatever the reason for such Acceleration 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.

     "Additional  Interest"  has  the  meaning  set  forth  in  Section  2.11.
      --------------------

     "Additional  Junior Indebtedness" means, without duplication and other than
      -------------------------------
the  Debentures, any indebtedness, liabilities or obligations of the Company, or
any  Subsidiary  of the Company, under debt securities (or guarantees in respect
of  debt  securities)  initially  issued after the date of this Indenture to any
trust,  or a trustee of a trust, partnership or other entity affiliated with the
Company  that  is, directly or indirectly, a finance subsidiary (as such term is
defined  in  Rule  3a-5  under  the  Investment  Company  Act  of 1940) or other
financing  vehicle of the Company or any Subsidiary of the Company in connection
with  the  issuance  by  that entity of preferred securities or other securities
that  are  eligible  to  qualify  for  Tier  1  capital  treatment  (or its then
equivalent)  for  purposes  of  the  capital  adequacy guidelines of the Federal
Reserve,  as then in effect and applicable to the Company (or, if the Company is
not  a  bank  holding  company, such guidelines applied to the Company as if the
Company  were subject to such guidelines); provided, however, that the inability
                                           --------  -------
of the Company to treat all or any portion of the Additional Junior Indebtedness
as  Tier  1 capital shall not disqualify it as Additional Junior Indebtedness if
such  inability  results  from  the  Company  having cumulative preferred stock,
minority  interests  in  consolidated


                                        1
<PAGE>
subsidiaries,  or  any  other  class  of  security or interest which the Federal
Reserve  now  or  may  hereafter  accord Tier 1 capital treatment (including the
Debentures)  in  excess  of the amount which may qualify for treatment as Tier 1
capital  under  applicable  capital  adequacy  guidelines.

     "Additional  Sums"  has  the  meaning  set  forth  in  Section  3.6.
      ----------------

     "Affiliate"  has  the same meaning as given to that term in Rule 405 of the
      ---------
Securities  Act  or  any  successor  rule  thereunder.

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

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

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

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

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

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

     "Capital  Securities  Guarantee"  means  the  guarantee  agreement that the
      ------------------------------
Company  enters  into  with  Wilmington  Trust Company, as guarantee trustee, or
other Persons that operates directly or indirectly for the benefit of holders of
Capital  Securities  of  the  Trust.

     "Capital Treatment Event" means the receipt by the Company and the Trust of
      -----------------------
an  opinion  of  counsel  experienced  in  such matters to the effect that, as a
result of the occurrence of any amendment to, or change (including any announced
prospective  change)  in, the laws, rules or regulations of the United States or
any  political  subdivision thereof or therein, or as the result of any official
or  administrative  pronouncement or action or decision interpreting or applying
such laws, rules or regulations, which amendment or change is effective or which
pronouncement,  action or decision is announced on or after the date of original
issuance  of  the  Debentures, there is more than an insubstantial risk that the
Company  will  not,  within  90 days of the date of such opinion, be entitled to
treat  an  amount  equal  to  the  aggregate  liquidation  amount of the Capital
Securities  as  "Tier  1  Capital"  (or its then equivalent) for purposes of the
capital  adequacy  guidelines  of  the  Federal  Reserve,  as then in effect and
applicable  to  the  Company (or if the Company is not a bank holding company or
otherwise  is  not  subject to the Federal Reserve's risk-based capital adequacy
guidelines,  such  guidelines  applied  to  the  Company  as if the Company were
subject  to  such  guidelines);  provided,  however,  that  the inability of the
                                 --------   -------
Company  to  treat  all  or any portion of the liquidation amount of the Capital
Securities  as  Tier  l  Capital  shall  not  constitute the basis for a Capital
Treatment  Event,  if  such inability results from the Company having cumulative
preferred  stock,  minority interests in consolidated subsidiaries, or any other
class  of  security  or  interest  which  the


                                        2
<PAGE>
Federal  Reserve  or  OTS,  as  applicable,  may  now or hereafter accord Tier 1
Capital treatment in excess of the amount which may now or hereafter qualify for
treatment  as  Tier  1  Capital  under  applicable  capital adequacy guidelines;
provided  further,  however,  that  the distribution of Debentures in connection
--------  -------   -------
with  the  liquidation  of  the  Trust  shall  not in and of itself constitute a
Capital  Treatment  Event  unless  such  liquidation  shall  have  occurred  in
connection  with  a  Tax  Event  or  an  Investment  Company  Event.

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

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

     "Company"  means  Intervest Bancshares Corporation, a Delaware corporation,
      -------
and,  subject  to the provisions of Article XI, shall include its successors and
assigns.

     "Comparable  Treasury  Issue"  means with respect to any Special Redemption
      ---------------------------
Date  the  United  States  Treasury  security selected by the Quotation Agent as
having  a maturity comparable to the Fixed Rate Period Remaining Life that would
be utilized, at the time of selection and in accordance with customary financial
practice,  in  pricing  new  issues  of  corporate debt securities of comparable
maturity  to the Fixed Rate Period Remaining Life.  If no United States Treasury
security  has  a  maturity  which is within a period from three months before to
three  months  after  the  Interest Payment Date in September 2011, the two most
closely  corresponding fixed, non-callable United States Treasury securities, as
selected by the Quotation Agent, shall be used as the Comparable Treasury Issue,
and  the  Treasury Rate shall be interpolated or extrapolated on a straight-line
basis,  rounding  to  the  nearest  month  using  such  securities.

     "Comparable  Treasury  Price"  means  (a)  the  average  of  five Reference
      ---------------------------
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest  and  lowest  such  Reference  Treasury Dealer Quotations, or (b) if the
Quotation  Agent  obtains  fewer  than  five  such  Reference  Treasury  Dealer
Quotations,  the  average  of  all  such  Quotations.

     "Coupon  Rate"  has  the  meaning  set  forth  in  Section  2.8.
      ------------

     "Debenture"  or "Debentures" has the meaning stated in the first recital of
      ---------       ----------
this  Indenture.

     "Debenture  Register"  has  the  meaning  specified  in  Section  2.5.
      -------------------

     "Declaration"  means  the  Amended and Restated Declaration of Trust of the
      -----------
Trust,  as  amended  or  supplemented  from  time  to  time.

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

     "Defaulted  Interest"  has  the  meaning  set  forth  in  Section  2.8.
      -------------------

     "Distribution  Period" means (i) with respect to interest paid on the first
      --------------------
Interest  Payment  Date,  the  period  beginning  on (and including) the date of
original  issuance  and  ending  on (but excluding) the Interest Payment Date in
December  2006  and  (ii)  thereafter,  with  respect  to  interest paid on each


                                        3
<PAGE>
successive  Interest  Payment  Date, the period beginning on (and including) the
preceding  Interest  Payment  Date  and  ending  on (but excluding) such current
Interest  Payment  Date.

     "Determination  Date"  has  the  meaning  set  forth  in  Section  2.10.
      -------------------

     "Event  of Default" means any event specified in Section 5.1, continued for
      -----------------
the  period of time, if any, and after the giving of the notice, if any, therein
designated.

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

     "Federal  Reserve"  means  the  Board  of  Governors of the Federal Reserve
      ----------------
System,  or  its  designated  district  bank,  as  applicable, and any successor
federal  agency  that  is primarily responsible for regulating the activities of
bank  holding  companies.

     "Fixed  Rate  Period  Remaining Life" means, with respect to any Debenture,
      -----------------------------------
the  period  from the Special Redemption Date for such Debenture to the Interest
Payment  Date  in  September  2011.

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

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

     "Interest  Payment Date" means March 15, June 15, September 15 and December
      ----------------------
15  of  each  year  during  the  term of this Indenture, or if such day is not a
Business  Day,  then  the next succeeding Business Day (it being understood that
interest  accrues for any such non-Business Day, beginning on or after September
15,  2011),  commencing  in  December  2006.

     "Interest  Rate"  means  for  the  Distribution  Period  beginning  on (and
      --------------
including)  the  date  of  original  issuance  and ending on (but excluding) the
Interest  Payment  Date  in  September 2011 the rate per annum of 6.83%, and for
each  Distribution  Period  beginning  on  or after the Interest Payment Date in
September  2011,  the  Coupon  Rate  for  such  Distribution  Period.

     "Investment  Company  Event" means the receipt by the Company and the Trust
      --------------------------
of  an  opinion  of counsel experienced in such matters to the effect that, as a
result  of  the  occurrence  of  a change in law or regulation or written change
(including any announced prospective change) in interpretation or application of
law  or  regulation  by  any  legislative  body,  court,  governmental agency or
regulatory authority, there is more than an insubstantial risk that the Trust is
or, within 90 days of the date of such opinion will be considered an "investment
company"  that  is required to be registered under the Investment Company Act of
1940,  as  amended which change or prospective change becomes effective or would
become  effective,  as  the case may be, on or after the date of the issuance of
the  Debentures.

     "Liquidation  Amount"  means  the  stated  amount  of  $1,000.00  per Trust
      -------------------
Security.

     "Maturity  Date"  means  December  15,  2036.
      --------------

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
      ----------------------
Board,  the  Chief  Executive  Officer,  the  Vice  Chairman, the President, any
Managing  Director  or  any  Vice  President, and by the Treasurer, an Assistant
Treasurer,  the  Comptroller,  an  Assistant  Comptroller,  the  Secretary or an
Assistant  Secretary  of  the  Company, and delivered to the Trustee.  Each such
certificate  shall include the statements provided for in Section 14.6 if and to
the  extent  required  by  the  provisions  of  such  Section.

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


                                        4
<PAGE>
Each  such  opinion shall include the statements provided for in Section 14.6 if
and  to  the  extent  required  by  the  provisions  of  such  Section.

     "OTS"  means  the  Office  of  Thrift Supervision and any successor federal
      ---
agency  that  is  primarily responsible for regulating the activities of savings
and  loan  holding  companies.

     The  term  "outstanding,"  when  used  with reference to Debentures, means,
                 -----------
subject  to  the  provisions  of  Section  7.4,  as  of any particular time, all
Debentures  authenticated  and  delivered  by  the Trustee or the Authenticating
Agent  under  this  Indenture,  except:

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

     (b)     Debentures,  or  portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside  and  segregated  in trust by the Company (if the Company shall act as its
own  paying  agent);  provided,  however,  that, if such Debentures, or portions
                      --------   -------
thereof, are to be redeemed prior to maturity thereof, notice of such redemption
shall  have  been given as provided in Section 10.3 or provision satisfactory to
the  Trustee  shall  have  been  made  for  giving  such  notice;  and

     (c)     Debentures  paid  pursuant  to  Section  2.6  or  in  lieu of or in
substitution  for  which  other  Debentures  shall  have  been authenticated and
delivered  pursuant to the terms of Section 2.6 unless proof satisfactory to the
Company  and  the Trustee is presented that any such Debentures are held by bona
fide  holders  in  due  course.

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

     "Predecessor  Security"  of  any  particular Debenture means every previous
      ---------------------
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular  Debenture;  and,  for  purposes  of  this  definition, any Debenture
authenticated  and  delivered  under Section 2.6 in lieu of a lost, destroyed or
stolen  Debenture  shall  be  deemed  to  evidence  the  same  debt as the lost,
destroyed  or  stolen  Debenture.

     "Primary  Treasury  Dealer"  means  either  a nationally recognized primary
      -------------------------
United  States  Government securities dealer or an entity of recognized standing
in matters pertaining to the quotation of treasury securities that is reasonably
acceptable  to  the  Company  and  the  Trustee.

     "Principal  Office of the Trustee," or other similar term, means the office
      --------------------------------
of  the  Trustee,  at  which at any particular time its corporate trust business
shall  be  principally  administered, which at the time of the execution of this
Indenture  shall  be  Rodney Square North, 1100 North Market Street, Wilmington,
Delaware  19890-1600,  Attention:  Corporate  Trust  Administration.

     "Quotation  Agent"  means a designee of the Institutional Trustee who shall
      ----------------
be  a  Primary  Treasury  Dealer.

     "Redemption  Date"  has  the  meaning  set  forth  in  Section  10.1.
      ----------------

     "Redemption  Price"  means  100%  of the principal amount of the Debentures
      -----------------
being  redeemed,  plus  accrued  and  unpaid  interest (including any Additional
Interest)  on  such  Debentures  to  the  Redemption  Date.


                                        5
<PAGE>
     "Reference  Treasury  Dealer"  means  (i)  the Quotation Agent and (ii) any
      ---------------------------
other  Primary  Treasury  Dealer selected by the Trustee after consultation with
the  Company.

     "Reference  Treasury  Dealer  Quotations"  means,  with  respect  to  each
      ---------------------------------------
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the  Quotation  Agent,  of  the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing  to  the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New  York  City  time, on the third Business Day preceding such Redemption Date.

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

     "Securities  Act" means the Securities Act of 1933, as amended from time to
      ---------------
time  or  any  successor  legislation.

     "Securityholder," "holder of Debentures," or other similar terms, means any
      --------------
Person  in  whose  name  at the time a particular Debenture is registered on the
register  kept by the Company or the Trustee for that purpose in accordance with
the  terms  hereof.

     "Senior  Indebtedness"  means,  with  respect  to  the  Company,  (i)  the
      --------------------
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  all borrowed and purchased money and (B) indebtedness evidenced by
securities,  debentures, notes, bonds or other similar instruments issued by the
Company;  (ii)  all  capital  lease  obligations  of  the  Company;  (iii)  all
obligations  of  the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all obligations of
the  Company  under  any  title retention agreement; (iv) all obligations of the
Company  for the reimbursement of any letter of credit, any banker's acceptance,
any security purchase facility, any repurchase agreement or similar arrangement,
any  interest  rate  swap,  any  other hedging arrangement, any obligation under
options  or  any similar credit or other transaction; (v) all obligations of the
Company  associated  with  derivative  products  such  as  interest  and foreign
exchange rate contracts, commodity contracts, and similar arrangements; (vi) all
obligations  of  the  type referred to in clauses (i) through (v) above of other
Persons  for  the  payment  of  which  the  Company  is responsible or liable as
obligor,  guarantor  or  otherwise  including,  without  limitation,  similar
obligations  arising  from  off-balance  sheet  guarantees  and  direct  credit
substitutes;  and  (vii)  all obligations of the type referred to in clauses (i)
through (vi) above of other Persons secured by any lien on any property or asset
of  the  Company  (whether  or  not  such obligation is assumed by the Company),
whether  incurred  on  or  prior  to  the  date  of this Indenture or thereafter
incurred.  Notwithstanding  the  foregoing,  "Senior  Indebtedness"  shall  not
include  (1)  any Additional Junior Indebtedness, (2) Debentures issued pursuant
to  this  Indenture  and  guarantees  in  respect  of such Debentures, (3) trade
accounts payable of the Company arising in the ordinary course of business (such
trade  accounts payable being pari passu in right of payment to the Debentures),
or  (4)  obligations  with  respect  to  which (a) in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that  such obligations are pari passu, junior or otherwise not superior in right
of payment to the Debentures and (b) the Company, prior to the issuance thereof,
has  notified  (and,  if  then  required  under the applicable guidelines of the
regulating  entity,  has  received  approval  from)  the Federal Reserve (if the
Company  is  a bank holding company) or the OTS (if the Company is a savings and
loan  holding  company).  Senior  Indebtedness  shall  continue  to  be  Senior


                                        6
<PAGE>
Indebtedness and be entitled to the subordination provisions irrespective of any
amendment,  modification  or  waiver  of  any  term of such Senior Indebtedness.

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

     "Special  Redemption  Date"  has  the  meaning  set  forth in Section 10.2.
      -------------------------

     "Special  Redemption Price" means (a) if the Special Redemption Date occurs
      -------------------------
before the Interest Payment Date in September 2011, the greater of (i) 107.5% of
the  principal  amount  of  the  Debentures,  plus  accrued  and unpaid interest
(including  Additional  Interest)  on  the  Debentures to the Special Redemption
Date,  or  (ii) as determined by the Quotation Agent, (A) the sum of the present
values  of  the  scheduled  payments of principal and interest on the Debentures
during  the  Fixed  Rate  Period  Remaining Life of the Debentures (assuming the
Debentures matured on the Interest Payment Date in September 2011) discounted to
the  Special  Redemption  Date  on  a  quarterly  basis (assuming a 360-day year
consisting  of  twelve 30-day months) at the Treasury Rate, plus (B) accrued and
unpaid  interest  (including  Additional  Interest)  on  the  Debentures to such
Special  Redemption  Date,  or  (b)  if the Special Redemption Date occurs on or
after  the Interest Payment Date in September 2011, 100% of the principal amount
of  the  Debentures  being redeemed, plus accrued and unpaid interest (including
any  Additional  Interest)  on  such  Debentures to the Special Redemption Date.

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

     "Tax Event" means the receipt by the Company and the Trust of an opinion of
      ---------
counsel  experienced  in  such  matters  to  the effect that, as a result of any
amendment  to or change (including any announced prospective change) in the laws
or  any regulations thereunder of the United States or any political subdivision
or  taxing  authority  thereof  or  therein,  or  as  a  result  of any official
administrative  pronouncement  (including  any  private letter ruling, technical
advice  memorandum,  field  service  advice,  regulatory  procedure,  notice  or
announcement,  including  any  notice  or  announcement  of intent to adopt such
procedures  or  regulations)  (an  "Administrative Action") or judicial decision
                                    ---------------------
interpreting  or  applying  such laws or regulations, regardless of whether such
Administrative  Action or judicial decision is issued to or in connection with a
proceeding  involving  the  Company  or  the Trust and whether or not subject to
review  or appeal, which amendment, clarification, change, Administrative Action
or  decision  is enacted, promulgated or announced, in each case on or after the
date of original issuance of the Debentures, there is more than an insubstantial
risk  that:  (i)  the  Trust  is,  or will be within 90 days of the date of such
opinion,  subject  to  United  States  federal income tax with respect to income
received  or  accrued on the Debentures; (ii) interest payable by the Company on
the  Debentures  is not, or within 90 days of the date of such opinion, will not
be,  deductible  by  the Company, in whole or in part, for United States federal
income  tax  purposes;  or  (iii) the Trust is, or will be within 90 days of the
date  of  such opinion, subject to more than a de minimis amount of other taxes,
duties  or  other  governmental  charges.

     "3-Month  LIBOR"  has  the  meaning  set  forth  in  Section  2.10.
      --------------


                                        7
<PAGE>
     "Telerate  Page  3750"  has  the  meaning  set  forth  in  Section  2.10.
      --------------------

     "Treasury Rate" means (i) the yield, under the heading which represents the
      -------------
average  for the week immediately prior to the date of calculation, appearing in
the  most  recently  published  statistical release designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to  constant  maturity under the caption "Treasury Constant Maturities," for the
maturity  corresponding  to the Fixed Rate Period Remaining Life (if no maturity
is  within  three  months  before or after the Fixed Rate Period Remaining Life,
yields  for the two published maturities most closely corresponding to the Fixed
Rate  Period  Remaining  Life shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis, rounding
to  the nearest month) or (ii) if such release (or any successor release) is not
published  during  the  week  preceding the calculation date or does not contain
such  yields,  the  rate  per annum equal to the semi-annual equivalent yield to
maturity  of  the  Comparable  Treasury  Issue, calculated using a price for the
Comparable  Treasury  Issue  (expressed as a percentage of its principal amount)
equal  to  the  Comparable Treasury Price for such Special Redemption Date.  The
Treasury  Rate  shall be calculated by the Quotation Agent on the third Business
Day  preceding  the  Special  Redemption  Date.

     "Trust" shall mean Intervest Statutory Trust V, a Delaware statutory trust,
      -----
or any other similar trust created for the purpose of issuing Capital Securities
in connection with the issuance of Debentures under this Indenture, of which the
Company  is  the  sponsor.

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

     "Trustee" means Wilmington Trust Company, and, subject to the provisions of
      -------
Article  VI  hereof,  shall  also  include its successors and assigns as Trustee
hereunder.

                                   ARTICLE II.
                                   DEBENTURES
                                   -----------

     SECTION  2.1.     AUTHENTICATION  AND  DATING. Upon  the  execution  and
                       ---------------------------
delivery  of  this  Indenture, or from time to time thereafter, Debentures in an
aggregate  principal  amount not in excess of $10,310,000.00 may be executed and
delivered  by  the  Company  to the Trustee for authentication, and the Trustee,
upon receipt of a written authentication order from the Company, shall thereupon
authenticate  and  make  available  for  delivery said Debentures to or upon the
written  order of the Company, signed by its Chairman of the Board of Directors,
Chief  Executive  Officer,  Vice  Chairman,  the  President, one of its Managing
Directors  or  one  of  its  Vice  Presidents  without any further action by the
Company  hereunder.  Notwithstanding  anything to the contrary contained herein,
the  Trustee  shall  be  fully  protected  in  relying  upon  the aforementioned
authentication  order  and  written  order in authenticating and delivering said
Debentures.  In  authenticating  such  Debentures,  and accepting the additional
responsibilities  under  this  Indenture  in  relation  to  such Debentures, the
Trustee  shall  be  entitled  to  receive, and (subject to Section 6.1) shall be
fully  protected  in  relying  upon:

     (a)  a  copy  of any Board Resolution or Board Resolutions relating thereto
and,  if  applicable, an appropriate record of any action taken pursuant to such
resolution, in each case certified by the Secretary or an Assistant Secretary of
the  Company,  as  the  case  may  be;  and

     (b)  an  Opinion  of Counsel prepared in accordance with Section 14.6 which
shall  also  state:

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


                                       8
<PAGE>
     of the Company, subject to or limited by applicable bankruptcy, insolvency,
     reorganization,  conservatorship,  receivership,  moratorium  and  other
     statutory  or decisional laws relating to or affecting creditors' rights or
     the  reorganization  of  financial  institutions  (including,  without
     limitation,  preference  and  fraudulent  conveyance  or  transfer  laws),
     heretofore  or  hereafter  enacted  or  in  effect, affecting the rights of
     creditors  generally;  and

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

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

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

     SECTION  2.2.     FORM  OF  TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION. The
                       ----------------------------------------------------
Trustee's  certificate  of  authentication  on  all  Debentures  shall  be  in
substantially  the  following  form:

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

     WILMINGTON  TRUST  COMPANY,  as  Trustee

     By
        -------------------------------------
     Authorized  Signer

     SECTION  2.3.     FORM  AND  DENOMINATION  OF  DEBENTURES. The  Debentures
                       ---------------------------------------
shall  be substantially in the form of Exhibit A attached hereto. The Debentures
shall  be  in  registered,  certificated  form  without  coupons  and in minimum
denominations  of  $100,000.00  and any multiple of $1,000.00 in excess thereof.
Any  attempted  transfer  of  the  Debentures  in  a  block  having an aggregate
principal  amount  of less than $100,000.00 shall be deemed to be void and of no
legal effect whatsoever. Any such purported transferee shall be deemed not to be
a  holder  of such Debentures for any purpose, including, but not limited to the
receipt  of  payments on such Debentures, and such purported transferee shall be
deemed  to  have no interest whatsoever in such Debentures. The Debentures shall
be  numbered,  lettered,  or  otherwise  distinguished  in  such  manner  or  in
accordance with such plans as the officers executing the same may determine with
the  approval  of  the  Trustee as evidenced by the execution and authentication
thereof.

     SECTION  2.4.     EXECUTION  OF  DEBENTURES. The Debentures shall be signed
                       --------------------------
in the name and on behalf of the Company by the manual or facsimile signature of
its  Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman,
President,  one  of  its  Managing  Directors  or  one  of  its  Executive  Vice
Presidents,  Senior  Vice Presidents or Vice Presidents. Only such Debentures as
shall  bear  thereon  a  certificate of authentication substantially in the form
herein  before  recited,  executed by the Trustee or the Authenticating Agent by
the  manual signature of an authorized signer, shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose. Such certificate by
the  Trustee  or  the  Authenticating  Agent  upon any Debenture executed by the
Company  shall  be  conclusive  evidence that the Debenture so authenticated has
been  duly authenticated and delivered hereunder and that the holder is entitled
to  the  benefits  of  this  Indenture.


                                        9
<PAGE>
     In  case  any  officer  of  the  Company  who  shall have signed any of the
Debentures  shall cease to be such officer before the Debentures so signed shall
have  been  authenticated  and  delivered  by  the Trustee or the Authenticating
Agent,  or  disposed  of  by  the  Company,  such Debentures nevertheless may be
authenticated  and delivered or disposed of as though the Person who signed such
Debentures  had  not ceased to be such officer of the Company; and any Debenture
may be signed on behalf of the Company by such Persons as, at the actual date of
the  execution  of  such Debenture, shall be the proper officers of the Company,
although  at the date of the execution of this Indenture any such person was not
such  an  officer.

     Every  Debenture  shall  be  dated  the  date  of  its  authentication.

     SECTION  2.5.     EXCHANGE  AND  REGISTRATION  OF  TRANSFER  OF DEBENTURES.
                       ---------------------------------------------------------
The  Company  shall cause to be kept, at the office or agency maintained for the
purpose of registration of transfer and for exchange as provided in Section 3.2,
a  register  (the  "Debenture  Register")  for  the  Debentures issued hereunder
                    -------------------
in  which,  subject  to  such  reasonable  regulations  as it may prescribe, the
Company  shall provide for the registration and transfer of all Debentures as in
this Article II provided.  The Debenture Register shall be in written form or in
any  other form capable of being converted into written form within a reasonable
time.

     Debentures  to  be  exchanged may be surrendered at the Principal Office of
the  Trustee or at any office or agency to be maintained by the Company for such
purpose  as  provided in Section 3.2, and the Company shall execute, the Company
or  the Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate  and make available for delivery in exchange therefor the Debenture
or  Debentures which the Securityholder making the exchange shall be entitled to
receive.  Upon  due presentment for registration of transfer of any Debenture at
the  Principal  Office  of the Trustee or at any office or agency of the Company
maintained  for  such  purpose  as  provided  in  Section 3.2, the Company shall
execute,  the  Company  or  the  Trustee  shall  register and the Trustee or the
Authenticating  Agent  shall authenticate and make available for delivery in the
name  of  the  transferee  or  transferees  a new Debenture for a like aggregate
principal  amount.  Registration or registration of transfer of any Debenture by
the  Trustee  or  by any agent of the Company appointed pursuant to Section 3.2,
and  delivery of such Debenture, shall be deemed to complete the registration or
registration  of  transfer  of  such  Debenture.

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

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

     The  Company or the Trustee shall not be required to exchange or register a
transfer  of  any  Debenture  for a period of 15 days next preceding the date of
selection  of  Debentures  for  redemption.

     Notwithstanding  anything  herein  to  the  contrary, Debentures may not be
transferred except in compliance with the restricted securities legend set forth
below,  unless  otherwise  determined by the Company, upon the advice of counsel
expert  in  securities  law,  in  accordance  with  applicable  law:

     THIS  SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE  UNITED  STATES  OR  ANY  AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE
FEDERAL  DEPOSIT  INSURANCE  CORPORATION.


                                       10
<PAGE>
     THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE  SECURITIES  LAW.  NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN  MAY  BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF  IN  THE ABSENCE OF SUCH REGISTRATION OR
UNLESS  SUCH  TRANSACTION  IS  EXEMPT  FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE  HOLDER  OF  THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY  (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION  STATEMENT  THAT  HAS  BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT,  (C)  TO  A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER  IN  A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE  144A,  (D)  TO  A  NON-U.S.  PERSON  IN  AN  OFFSHORE TRANSACTION IN
ACCORDANCE  WITH  RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF  SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY  FOR  ITS  OWN  ACCOUNT,  OR  FOR  THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED  INVESTOR,  FOR  INVESTMENT  PURPOSES  AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR  (F)  PURSUANT  TO  ANY  OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR  TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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


                                       11
<PAGE>
     THIS  SECURITY  WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN  AGGREGATE  PRINCIPAL  AMOUNT  OF  NOT LESS THAN $100,000.00 AND MULTIPLES OF
$1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
BE  VOID  AND  OF  NO  LEGAL  EFFECT  WHATSOEVER.

     THE  HOLDER  OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

     SECTION  2.6.     MUTILATED,  DESTROYED,  LOST  OR  STOLEN  DEBENTURES. In
                       -----------------------------------------------------
case  any  Debenture shall become mutilated or be destroyed, lost or stolen, the
Company  shall  execute,  and  upon  its  written  request  the  Trustee  shall
authenticate and deliver, a new Debenture bearing a number not contemporaneously
outstanding,  in  exchange  and  substitution for the mutilated Debenture, or in
lieu  of  and in substitution for the Debenture so destroyed, lost or stolen. In
every  case  the  applicant  for  a  substituted  Debenture shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save  each  of  them harmless, and, in every case of destruction, loss or theft,
the  applicant  shall  also  furnish  to the Company and the Trustee evidence to
their  satisfaction  of  the destruction, loss or theft of such Debenture and of
the  ownership  thereof.

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

     Every  substituted  Debenture  issued  pursuant  to  the provisions of this
Section  2.6 by virtue of the fact that any such Debenture is destroyed, lost or
stolen  shall  constitute  an  additional contractual obligation of the Company,
whether  or  not  the  destroyed, lost or stolen Debenture shall be found at any
time,  and  shall  be entitled to all the benefits of this Indenture equally and
proportionately  with  any  and all other Debentures duly issued hereunder.  All
Debentures  shall  be  held  and  owned  upon the express condition that, to the
extent  permitted by applicable law, the foregoing provisions are exclusive with
respect  to  the  replacement or payment of mutilated, destroyed, lost or stolen
Debentures  and  shall  preclude  any  and  all  other  rights  or  remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with  respect  to  the replacement or payment of negotiable instruments or other
securities  without  their  surrender.

     SECTION  2.7.     TEMPORARY  DEBENTURES. Pending  the  preparation of
                       ----------------------
definitive  Debentures,  the  Company  may  execute  and  the  Trustee  shall
authenticate  and  make  available  for  delivery  temporary Debentures that are
typed,  printed  or  lithographed. Temporary Debentures shall be issuable in any
authorized  denomination,  and  substantially  in  the  form  of  the definitive
Debentures  in lieu of which they are issued but with such omissions, insertions
and  variations  as  may  be appropriate for temporary Debentures, all as may be
determined  by  the Company. Every such temporary Debenture shall be executed by
the  Company and be authenticated by the Trustee upon the same conditions and in
substantially  the  same  manner,  and  with  the same effect, as the definitive
Debentures.  Without  unreasonable delay the Company will execute and deliver to
the  Trustee  or  the  Authenticating  Agent


                                       12
<PAGE>
definitive  Debentures  and  thereupon  any  or  all temporary Debentures may be
surrendered in exchange therefor, at the principal corporate trust office of the
Trustee or at any office or agency maintained by the Company for such purpose as
provided  in  Section  3.2,  and  the  Trustee or the Authenticating Agent shall
authenticate  and  make  available  for  delivery in exchange for such temporary
Debentures  a  like  aggregate  principal  amount of such definitive Debentures.
Such  exchange  shall  be made by the Company at its own expense and without any
charge  therefor  except  that  in  case  of  any  such  exchange  involving  a
registration  of transfer the Company may require payment of a sum sufficient to
cover  any tax, fee or other governmental charge that may be imposed in relation
thereto.  Until  so exchanged, the temporary Debentures shall in all respects be
entitled  to  the  same  benefits  under this Indenture as definitive Debentures
authenticated  and  delivered  hereunder.

     SECTION  2.8.     PAYMENT  OF  INTEREST  AND ADDITIONAL  INTEREST. Interest
                       -----------------------------------------------
at  the  Interest  Rate  and  any  Additional  Interest on any Debenture that is
payable,  and  is  punctually paid or duly provided for, on any Interest Payment
Date for Debentures shall be paid to the Person in whose name said Debenture (or
one  or  more  Predecessor Securities) is registered at the close of business on
the  regular  record date for such interest installment except that interest and
any Additional Interest payable on the Maturity Date shall be paid to the Person
to  whom  principal  is  paid.

     Each  Debenture  shall  bear  interest  for  the  period  beginning on (and
including)  the  date  of  original  issuance  and ending on (but excluding) the
Interest  Payment Date in September 2011 at a rate per annum of 6.83%, and shall
bear  interest for each successive Distribution Period beginning on or after the
Interest Payment Date in September 2011 at a rate per annum equal to the 3-Month
LIBOR,  determined as described in Section 2.10, plus 1.65% (the "Coupon Rate"),
                                                                  -----------
applied to the principal amount thereof, until the principal thereof becomes due
and payable, and on any overdue principal and to the extent that payment of such
interest  is  enforceable  under  applicable  law  (without  duplication) on any
overdue  installment of interest (including Additional Interest) at the Interest
Rate  in effect for each applicable period compounded quarterly.  Interest shall
be  payable  (subject  to any relevant Extension Period) quarterly in arrears on
each  Interest Payment Date with the first installment of interest to be paid on
the  Interest  Payment  Date  in  December  2006.

     Any  interest  on  any  Debenture,  including  Additional Interest, 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 registered holder on the relevant regular record date by virtue
of  having  been  such  holder; and such Defaulted Interest shall be paid by the
Company  to  the  Persons  in  whose  names such Debentures (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 at least
25  days  prior  to  the date of the proposed payment of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of the proposed
payment,  and  at  the  same  time the Company shall deposit with the Trustee an
amount  of money equal to the aggregate amount proposed to be paid in respect of
such  Defaulted  Interest or shall make arrangements satisfactory to the Trustee
for  such  deposit  prior  to  the date of the proposed payment, such money when
deposited  to  be  held in trust for the benefit of the Persons entitled to such
Defaulted  Interest as in this clause provided.  Thereupon the Trustee shall fix
a special record date for the payment of such Defaulted Interest which shall not
be  more than 15 nor less than 10 days prior to the date of the proposed payment
and  not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall promptly notify the Company of such special
record  date  and,  in  the  name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date  therefor to be mailed, first class postage prepaid, to each Securityholder
at  its  address  as it appears in the Debenture Register, not less than 10 days
prior  to  such  special  record  date.  Notice  of the proposed payment of such
Defaulted  Interest  and  the special record date therefor having been mailed as
aforesaid,  such  Defaulted  Interest  shall  be  paid  to  the  Persons  in


                                       13
<PAGE>
whose  names  such  Debentures  (or their respective Predecessor Securities) are
registered  on  such  special  record  date  and  shall  be  no  longer payable.

     The Company may make payment of any Defaulted Interest on any Debentures in
any  other lawful manner after notice given by the Company to the Trustee of the
proposed  payment  method; provided, however, the Trustee in its sole discretion
                           --------  -------
deems  such  payment  method  to  be  practical.

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

     The term "regular record date" as used in this Section shall mean the close
of  business  on the 15th Business Day preceding the applicable Interest Payment
Date.

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

     SECTION  2.9.     CANCELLATION  OF  DEBENTURES  PAID,  ETC. All Debentures
                       ----------------------------------------
surrendered  for the purpose of payment, redemption, exchange or registration of
transfer,  shall,  if  surrendered  to  the  Company  or  any  paying  agent, be
surrendered  to  the  Trustee and promptly canceled by it, or, if surrendered to
the  Trustee  or any Authenticating Agent, shall be promptly canceled by it, and
no  Debentures  shall be issued in lieu thereof except as expressly permitted by
any  of  the  provisions  of  this  Indenture.  All  Debentures  canceled by any
Authenticating  Agent  shall  be  delivered  to  the  Trustee. The Trustee shall
destroy all canceled Debentures unless the Company otherwise directs the Trustee
in  writing.  If  the Company shall acquire any of the Debentures, however, such
acquisition  shall  not  operate  as  a  redemption  or  satisfaction  of  the
indebtedness  represented  by  such  Debentures  unless  and  until the same are
surrendered  to  the  Trustee  for  cancellation.

     SECTION  2.10.     COMPUTATION OF INTEREST. The amount  of interest payable
                        ------------------------
(i)  for  any  Distribution  Period  commencing on or after the date of original
issuance but before the Interest Payment Date in September 2011 will be computed
on  the  basis  of  a  360-day  year  of  twelve 30-day months, and (ii) for the
Distribution  Period  commencing  on the Interest Payment Date in September 2011
and  each  succeeding  Distribution  Period  will  be calculated by applying the
Interest  Rate  to  the  principal amount outstanding at the commencement of the
Distribution  Period  on  the  basis  of  the  actual  number  of  days  in  the
Distribution Period concerned divided by 360. All percentages resulting from any
calculations on the Debentures will be rounded, if necessary, to the nearest one
hundred-thousandth  of  a  percentage  point,  with  five  one-millionths  of  a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655%  (or  .0987655),  and all dollar amounts used in or resulting from such
calculation  will  be  rounded  to  the  nearest  cent (with one-half cent being
rounded  upward)).

     (a)  "3-Month  LIBOR"  means the London interbank offered interest rate for
three-month,  U.S.  dollar  deposits  determined by the Trustee in the following
order  of  priority:

          (1)  the  rate  (expressed  as a percentage per annum) for U.S. dollar
     deposits  having  a three-month maturity that appears on Telerate Page 3750
     as  of  11:00  a.m.  (London  time)  on  the related Determination Date (as
     defined  below). "Telerate Page 3750" means the display designated as "Page
     3750"  on  the Moneyline Telerate Service or such other page as may replace
     Page  3750  on  that  service  or  such other service or services as may be
     nominated by the British Bankers' Association as the information vendor for
     the  purpose  of  displaying London interbank offered rates for U.S. dollar
     deposits;


                                       14
<PAGE>
          (2)  if  such  rate  cannot be identified on the related Determination
     Date, the Trustee will request the principal London offices of four leading
     banks  in  the  London  interbank  market  to  provide  such banks' offered
     quotations  (expressed  as  percentages  per  annum)  to prime banks in the
     London  interbank  market  for  U.S.  dollar  deposits having a three-month
     maturity  as  of 11:00 a.m. (London time) on such Determination Date. If at
     least  two  quotations  are  provided, 3-Month LIBOR will be the arithmetic
     mean  of  such  quotations;

          (3)  if  fewer  than  two such quotations are provided as requested in
     clause  (2)  above, the Trustee will request four major New York City banks
     to  provide  such  banks'  offered quotations (expressed as percentages per
     annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m.
     (London  time)  on such Determination Date. If at least two such quotations
     are provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
     and

          (4)  if  fewer  than  two such quotations are provided as requested in
     clause  (3)  above,  3-Month  LIBOR will be a 3-Month LIBOR determined with
     respect  to  the  Distribution  Period  immediately  preceding such current
     Distribution  Period.

     If  the  rate  for  U.S. dollar deposits having a three-month maturity that
initially  appears  on  Telerate Page 3750 as of 11:00 a.m. (London time) on the
related  Determination  Date  is  superseded  on  the  Telerate  Page  3750 by a
corrected  rate by 12:00 noon (London time) on such Determination Date, then the
corrected  rate  as so substituted on the applicable page will be the applicable
3-Month  LIBOR  for  such  Determination  Date.

     (b) The Interest Rate for any Distribution Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by  United  States  law.

     (c)  "Determination  Date"  means  the  date  that  is  two  London Banking
           -------------------
Days  (i.e.,  a  business  day in which dealings in deposits in U.S. dollars are
transacted in the London interbank market) preceding the particular Distribution
Period  for  which  a  Coupon  Rate  is  being  determined.

     (d)  The Trustee shall notify the Company, the Institutional Trustee and
any  securities  exchange  or  interdealer quotation system on which the Capital
Securities  are  listed,  of the Coupon Rate and the Determination Date for each
Distribution Period, in each case as soon as practicable after the determination
thereof  but  in  no  event  later than the thirtieth (30th) day of the relevant
Distribution Period. Failure to notify the Company, the Institutional Trustee or
any  securities  exchange or interdealer quotation system, or any defect in said
notice,  shall  not  affect the obligation of the Company to make payment on the
Debentures  at  the  applicable Coupon Rate. Any error in the calculation of the
Coupon  Rate  by the Trustee may be corrected at any time by notice delivered as
above  provided.  Upon the request of a holder of a Debenture, the Trustee shall
provide  the  Coupon Rate then in effect and, if determined, the Coupon Rate for
the  next  Distribution  Period.

     (e)  Subject  to  the  corrective rights set forth above, all certificates,
communications, opinions, determinations, calculations, quotations and decisions
given,  expressed,  made or obtained for the purposes of the provisions relating
to  the  payment and calculation of interest on the Debentures and distributions
on  the  Capital Securities by the Trustee or the Institutional Trustee will (in
the  absence  of  willful  default,  bad  faith  and  manifest  error) be final,
conclusive  and  binding on the Trust, the Company and all of the holders of the
Debentures and the Capital Securities, and no liability shall (in the absence of
willful  default,  bad  faith  or  manifest  error) attach to the Trustee or the
Institutional  Trustee in connection with the exercise or non-exercise by either
of  them  or  their  respective  powers,  duties  and  discretion.

     SECTION  2.11.     EXTENSION  OF  INTEREST  PAYMENT  PERIOD. So long as no
                        -----------------------------------------
Acceleration  Event of Default has occurred and is continuing, the Company shall
have  the  right,  from  time  to  time,  and  without


                                       15
<PAGE>
causing  an Event of Default, to defer payments of interest on the Debentures by
extending  the  interest  payment  period on the Debentures at any time and from
time  to  time  during  the  term  of  the  Debentures, for up to 20 consecutive
quarterly  periods  (each  such  extended interest payment period, an "Extension
                                                                       ---------
Period"),  during  which  Extension  Period  no  interest  (including Additional
------
Interest)  shall  be due and payable (except any Additional Sums that may be due
and  payable).  No  Extension  Period  may  end on a date other than an Interest
Payment  Date.  During  an Extension Period, interest will continue to accrue on
the  Debentures,  and interest on such accrued interest will accrue at an annual
rate  equal to the Interest Rate in effect for such Extension Period, compounded
quarterly  from  the  date such interest would have been payable were it not for
the  Extension Period, to the extent permitted by law (such interest referred to
herein  as  "Additional Interest").  At the end of any such Extension Period the
             -------------------
Company  shall  pay  all  interest  then  accrued  and  unpaid on the Debentures
(together  with  Additional  Interest  thereon);  provided,  however,  that  no
                                                  --------   -------
Extension Period may extend beyond the Maturity Date; provided further, however,
                                                      -------- -------  -------
that  during  any  such  Extension  Period,  the Company shall not and shall not
permit any Affiliate to (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the  Company's  or  such  Affiliate's  capital  stock  (other  than  payments of
dividends  or  distributions to the Company) or make any guarantee payments with
respect to the foregoing or (ii) make any payment of principal of or interest or
premium,  if  any,  on or repay, repurchase or redeem any debt securities of the
Company  or any Affiliate that rank pari passu in all respects with or junior in
interest  to  the  Debentures  (other  than, with respect to clauses (i) or (ii)
above,  (a)  repurchases, redemptions or other acquisitions of shares of capital
stock of the Company in connection with any employment contract, benefit plan or
other  similar  arrangement  with  or  for the benefit of one or more employees,
officers,  directors  or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock  of  the  Company  (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable  Extension  Period,  (b)  as  a  result  of  any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock  of  a subsidiary of the Company) for any class or series of the Company's
capital  stock  or  of any class or series of the Company's indebtedness for any
class  or  series of the Company's capital stock, (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of  such  capital stock or the security being converted or
exchanged,  (d)  any  declaration  of  a  dividend  in  connection  with  any
stockholders'  rights  plan,  or the issuance of rights, stock or other property
under  any  stockholders' rights plan, or the redemption or repurchase of rights
pursuant  thereto,  (e)  any dividend in the form of stock, warrants, options or
other  rights  where  the  dividend stock or the stock issuable upon exercise of
such  warrants,  options  or other rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash  payments  in  lieu of fractional shares issued in connection therewith, or
(f)  payments under the Capital Securities Guarantee).  Prior to the termination
of  any  Extension  Period, the Company may further extend such period, provided
that  such  period  together  with  all  such  previous  and further consecutive
extensions  thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date.  Upon the termination of any Extension Period and upon
the  payment  of  all  accrued  and unpaid interest and Additional Interest, the
Company  may  commence  a  new  Extension  Period,  subject  to  the  foregoing
requirements.  No  interest  or  Additional  Interest  shall  be due and payable
during  an  Extension Period, except at the end thereof, but each installment of
interest  that  would  otherwise have been due and payable during such Extension
Period shall bear Additional Interest to the extent permitted by applicable law.
The  Company  must give the Trustee notice of its election to begin or extend an
Extension Period by the close of business at least 15 Business Days prior to the
Interest  Payment  Date  with  respect to which interest on the Debentures would
have  been  payable  except  for  the election to begin or extend such Extension
Period.  The  Trustee shall give notice of the Company's election to begin a new
Extension  Period  to  the  Securityholders.

     SECTION  2.12.     CUSIP NUMBERS. The Company in issuing the Debentures may
                        --------------
use  "CUSIP"  numbers  (if then generally in use), and, if so, the Trustee shall
use  CUSIP  numbers  in  notices  of


                                       16
<PAGE>
redemption as a convenience to Securityholders; provided, however, that any such
                                                --------  -------
notice  may  state  that no representation is made as to the correctness of such
numbers  either  as printed on the Debentures or as contained in any notice of a
redemption  and  that  reliance  may  be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by  any defect in or omission of such numbers.  The Company will promptly notify
the  Trustee  in  writing  of  any  change  in  the  CUSIP  numbers.

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

     SECTION  3.1.     PAYMENT  OF  PRINCIPAL,  PREMIUM  AND  INTEREST;  AGREED
                       --------------------------------------------------------
TREATMENT  OF  THE  DEBENTURES.
-------------------------------

     (a)     The  Company  covenants and agrees that it will duly and punctually
pay  or  cause to be paid the principal of and premium, if any, and interest and
any  Additional  Interest  and other payments on the Debentures at the place, at
the  respective  times  and  in  the  manner  provided in this Indenture and the
Debentures.  Each  installment  of interest on the Debentures may be paid (i) by
mailing  checks  for  such  interest  payable  to  the  order  of the holders of
Debentures  entitled thereto as they appear on the registry books of the Company
if a request for a wire transfer has not been received by the Company or (ii) by
wire  transfer  to  any account with a banking institution located in the United
States  designated  in  writing by such Person to the paying agent no later than
the  related  record date.  Notwithstanding the foregoing, so long as the holder
of  this Debenture is the Institutional Trustee, the payment of the principal of
and  interest  on  this Debenture will be made in immediately available funds at
such  place  and  to  such  account  as  may  be designated by the Institutional
Trustee.

     (b)     The  Company  will  treat  the  Debentures as indebtedness, and the
amounts  payable  in  respect  of  the  principal  amount  of such Debentures as
interest,  for  all  United States federal income tax purposes.  All payments in
respect  of  such  Debentures  will  be  made  free  and  clear of United States
withholding  tax  to  any beneficial owner thereof that has provided an Internal
Revenue  Service  Form W8 BEN (or any substitute or successor form) establishing
its  non-United  States  status  for  United States federal income tax purposes.

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

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

     SECTION  3.2.     OFFICES  FOR  NOTICES  AND  PAYMENTS,  ETC. So  long  as
                       -------------------------------------------
any  of  the  Debentures  remain  outstanding,  the  Company  will  maintain  in
Wilmington,  Delaware, an office or agency where the Debentures may be presented
for  payment,  an  office  or  agency  where the Debentures may be presented for
registration  of  transfer and for exchange as in this Indenture provided and an
office  or agency where notices and demands to or upon the Company in respect of
the  Debentures or of this Indenture may be served. The Company will give to the
Trustee  written  notice of the location of any such office or agency and of any
change  of location thereof. Until otherwise designated from time to time by the
Company in a notice to the Trustee, or specified as contemplated by Section 2.5,
such  office  or  agency  for  all  of  the


                                       17
<PAGE>
above  purposes  shall  be  the  office  or  agency of the Trustee.  In case the
Company  shall  fail  to  maintain  any  such  office  or  agency in Wilmington,
Delaware,  or shall fail to give such notice of the location or of any change in
the  location  thereof, presentations and demands may be made and notices may be
served  at  the  Principal  Office  of  the  Trustee.

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

     SECTION  3.3.     APPOINTMENTS  TO  FILL  VACANCIES  IN  TRUSTEE'S  OFFICE.
                       ---------------------------------------------------------
     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.9, a Trustee, so that
there  shall  at  all  times  be  a  Trustee  hereunder.

     SECTION  3.4.     PROVISION  AS  TO  PAYING  AGENT.
                       ---------------------------------

     (a)     If the Company shall appoint a paying agent other than the Trustee,
it  will  cause  such  paying  agent  to  execute  and deliver to the Trustee an
instrument  in  which  such  agent  shall agree with the Trustee, subject to the
provision  of  this  Section  3.4,

          (1)  that  it  will  hold  all  sums  held by it as such agent for the
     payment  of  the  principal of and premium, if any, or interest, if any, on
     the Debentures (whether such sums have been paid to it by the Company or by
     any  other  obligor  on  the  Debentures)  in  trust for the benefit of the
     holders  of  the  Debentures;

          (2) that it will give the Trustee prompt written notice of any failure
     by  the  Company  (or  by  any other obligor on the Debentures) to make any
     payment  of  the  principal of and premium, if any, or interest, if any, on
     the  Debentures  when  the  same  shall  be  due  and  payable;  and

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

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

     Whenever  the  Company  shall  have  one  or  more  paying  agents  for the
Debentures,  it  will,  on  or  prior  to  each due date of the principal of and
premium,  if  any, or interest, if any, on the Debentures, deposit with a paying
agent a sum sufficient to pay the principal, premium, interest or other payments
so  becoming  due,  such  sum to be held in trust for the benefit of the Persons
entitled thereto and (unless such paying agent is the Trustee) the Company shall
promptly  notify  the  Trustee  in  writing  of  its  action  or failure to act.


                                       18
<PAGE>
     (c)     Anything  in  this Section 3.4 to the contrary notwithstanding, the
Company  may,  at  any  time,  for  the  purpose of obtaining a satisfaction and
discharge  with  respect  to  the  Debentures,  or for any other reason, pay, or
direct  any  paying  agent  to  pay to the Trustee all sums held in trust by the
Company  or  any such paying agent, such sums to be held by the Trustee upon the
trusts  herein  contained.

     (d)     Anything  in  this Section 3.4 to the contrary notwithstanding, the
agreement  to  hold  sums in trust as provided in this Section 3.4 is subject to
Sections  12.3  and  12.4.

     SECTION  3.5.     CERTIFICATE  TO  TRUSTEE. The Company will deliver to the
Trustee  on  or  before  120  days after the end of each fiscal year, so long as
Debentures  are  outstanding hereunder, a Certificate stating that in the course
of  the  performance  by  the signers of their duties as officers of the Company
they would normally have knowledge of any default during such fiscal year by the
Company in the performance of any covenants contained herein, stating whether or
not  they  have  knowledge  of any such default and, if so, specifying each such
default of which the signers have knowledge and the nature and status thereof. A
form  of  this  Certificate  is  attached  hereto  as  Exhibit  B.
                                                       -----------

     SECTION  3.6.     ADDITIONAL  SUMS. If  and  for  so  long as the Trust is
the  holder  of  all  Debentures and the Trust is required to pay any additional
taxes  (including  withholding taxes), duties, assessments or other governmental
charges as a result of a Tax Event, the Company will pay such additional amounts
("Additional  Sums")  on the Debentures  as  shall  be  required so that the net
------------------
amounts  received  and  retained  by  the  Trust  after  paying taxes (including
withholding  taxes),  duties,  assessments or other governmental charges will be
equal  to  the  amounts  the Trust would have received if no such taxes, duties,
assessments  or  other  governmental  charges had been imposed. Whenever in this
Indenture  or  the Debentures there is a reference in any context to the payment
of  principal  of or interest on the Debentures, such mention shall be deemed to
include  mention  of  payments  of  the  Additional  Sums  provided  for in this
paragraph  to  the  extent  that,  in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and  express  mention  of  the payment of Additional Sums (if applicable) in any
provisions  hereof  shall not be construed as excluding Additional Sums in those
provisions  hereof  where  such  express mention is not made; provided, however,
                                                              --------  --------
that the deferral of the payment of interest during an Extension Period pursuant
to  Section  2.11 shall not defer the payment of any Additional Sums that may be
due  and  payable.

     SECTION  3.7.     COMPLIANCE  WITH  CONSOLIDATION  PROVISIONS. The  Company
                       --------------------------------------------
will  not,  while any of the Debentures remain outstanding, consolidate with, or
merge  into, or merge into itself, or sell or convey all or substantially all of
its  property to any other Person unless the provisions of Article XI hereof are
complied  with.

     SECTION  3.8.     LIMITATION  ON  DIVIDENDS. If  Debentures are initially
                       --------------------------
issued  to  the Trust or a trustee of such Trust in connection with the issuance
of  Trust  Securities by the Trust (regardless of whether Debentures continue to
be  held  by  such Trust) and (i) there shall have occurred and be continuing an
Event  of  Default,  (ii)  the  Company  shall be in default with respect to its
payment  of any obligations under the Capital Securities Guarantee, or (iii) the
Company shall have given notice of its election to defer payments of interest on
the  Debentures  by extending the interest payment period as provided herein and
such  period,  or  any  extension thereof, shall be continuing, then the Company
shall  not,  and shall not allow any Affiliate of the Company to, (x) declare or
pay  any  dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation  payment  with respect to, any of the Company's capital stock or its
Affiliates'  capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or (y)
make  any  payment  of principal of or interest or premium, if any, on or repay,
repurchase  or  redeem  any debt securities of the Company or any Affiliate that
rank  pari  passu  in  all respects with or junior in interest to the Debentures
(other  than,  with  respect  to  clauses  (x)  and  (y) above, (1) repurchases,
redemptions  or  other  acquisitions  of  shares  of  capital  stock  of


                                       19
<PAGE>
the  Company  in  connection with any employment contract, benefit plan or other
similar  arrangement with or for the benefit of one or more employees, officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase  plan or in connection with the issuance of capital
stock  of  the  Company  (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable Extension Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock  of  a subsidiary of the Company) for any class or series of the Company's
capital  stock  or  of any class or series of the Company's indebtedness for any
class  or  series of the Company's capital stock, (3) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of  such  capital stock or the security being converted or
exchanged,  (4)  any  declaration  of  a  dividend  in  connection  with  any
stockholders'  rights  plan,  or the issuance of rights, stock or other property
under  any  stockholders' rights plan, or the redemption or repurchase of rights
pursuant  thereto,  (5)  any dividend in the form of stock, warrants, options or
other  rights  where  the  dividend stock or the stock issuable upon exercise of
such  warrants,  options  or other rights is the same stock as that on which the
dividend  is being paid or ranks pari passu with or junior to such stock and any
cash  payments  in  lieu of fractional shares issued in connection therewith, or
(6)  payments  under  the  Capital  Securities  Guarantee).

     SECTION  3.9.     COVENANTS  AS  TO  THE  TRUST. For  so  long as the Trust
                       ------------------------------
Securities  remain outstanding, the Company shall maintain 100% ownership of the
Common  Securities;  provided,  however,  that  any  permitted  successor of the
                     --------   -------
Company  under  this  Indenture  may  succeed to the Company's ownership of such
Common Securities. The Company, as owner of the Common Securities, shall, except
in  connection  with  a  distribution  of  Debentures  to  the  holders of Trust
Securities  in  liquidation  of  the  Trust,  the redemption of all of the Trust
Securities  or  certain  mergers,  consolidations  or  amalgamations,  each  as
permitted  by  the Declaration, cause the Trust (a) to remain a statutory trust,
(b)  to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes, and (c) to cause each holder of Trust Securities to
be  treated  as  owning  an  undivided  beneficial  interest  in the Debentures.

     SECTION  3.10.     ADDITIONAL  JUNIOR  INDEBTEDNESS. The Company shall not,
                        ---------------------------------
and  it shall not cause or permit any Subsidiary of the Company to, incur, issue
or  be  obligated  on  any  Additional  Junior  Indebtedness, either directly or
indirectly,  by way of guarantee, suretyship or otherwise, other than Additional
Junior  Indebtedness  (i)  that,  by its terms, is expressly stated to be either
junior and subordinate or pari passu in all respects to the Debentures, and (ii)
of  which  the  Company has notified (and, if then required under the applicable
guidelines  of  the  regulating  entity, has received approval from) the Federal
Reserve, if the Company is a bank holding company, or the OTS, if the Company is
a  savings  and  loan  holding  company.

                                   ARTICLE IV.
                       SECURITYHOLDERS' LISTS AND REPORTS
                       ----------------------------------
                         BY THE COMPANY AND THE TRUSTEE
                         ------------------------------

     SECTION  4.1.     SECURITYHOLDERS' LISTS. The Company covenants and  agrees
                       -----------------------
that  it  will  furnish  or  cause  to  be  furnished  to  the  Trustee:

     (a)     on  each  regular  record  date for the Debentures, a list, in such
form  as  the  Trustee may reasonably require, of the names and addresses of the
Securityholders  of  the  Debentures  as  of  such  record  date;  and

     (b)     at  such  other times as the Trustee may request in writing, within
30  days after the receipt by the Company of any such request, a list of similar
form  and content as of a date not more than 15 days prior to the time such list
is  furnished;


                                       20
<PAGE>
except  that  no  such lists need be furnished under this Section 4.1 so long as
the  Trustee  is  in  possession  thereof  by  reason of its acting as Debenture
registrar.

     SECTION  4.2.     PRESERVATION  AND  DISCLOSURE  OF  LISTS.
                       -----------------------------------------

     (a)     The  Trustee  shall preserve, in as current a form as is reasonably
practicable,  all  information  as  to the names and addresses of the holders of
Debentures  (1) contained in the most recent list furnished to it as provided in
Section 4.1 or (2) received by it in the capacity of Debentures registrar (if so
acting) hereunder.  The Trustee may destroy any list furnished to it as provided
in  Section  4.1  upon  receipt  of  a  new  list  so  furnished.

     (b)     In  case  three or more holders of Debentures (hereinafter referred
to  as  "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable  proof that each such applicant has owned a Debenture for a period of
at  least  6 months preceding the date of such application, and such application
states  that  the  applicants  desire  to  communicate  with  other  holders  of
Debentures  with  respect  to  their  rights  under this Indenture or under such
Debentures  and  is  accompanied  by  a  copy  of  the  form  of  proxy or other
communication  which such applicants propose to transmit, then the Trustee shall
within  5  Business Days after the receipt of such application, at its election,
either:

          (1)  afford such applicants access to the information preserved at the
          time  by  the  Trustee in accordance with the provisions of subsection
          (a)  of  this  Section  4.2,  or

          (2)  inform such applicants as to the approximate number of holders of
          Debentures  whose  names  and  addresses  appear  in  the  information
          preserved at the time by the Trustee in accordance with the provisions
          of  subsection (a) of this Section 4.2, and as to the approximate cost
          of  mailing  to  such  Securityholders  the  form  of  proxy  or other
          communication,  if  any,  specified  in  such  application.

     If  the  Trustee  shall  elect not to afford such applicants access to such
information,  the  Trustee  shall,  upon the written request of such applicants,
mail  to  each  Securityholder  whose name and address appear in the information
preserved  at  the  time  by  the  Trustee  in accordance with the provisions of
subsection  (a)  of  this  Section  4.2  a  copy  of  the form of proxy or other
communication  which  is  specified  in  such request with reasonable promptness
after  a  tender  to the Trustee of the material to be mailed and of payment, or
provision  for the payment, of the reasonable expenses of mailing, unless within
five  days after such tender, the Trustee shall mail to such applicants and file
with  the  Securities  and  Exchange  Commission,  if  permitted  or required by
applicable  law,  together  with  a copy of the material to be mailed, a written
statement  to the effect that, in the opinion of the Trustee, such mailing would
be  contrary to the best interests of the holders of all Debentures, as the case
may  be,  or  would  be  in violation of applicable law.  Such written statement
shall  specify  the  basis of such opinion.  If said Commission, as permitted or
required  by applicable law, after opportunity for a hearing upon the objections
specified  in  the  written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining one
or  more  of  such  objections,  said  Commission  shall  find, after notice and
opportunity  for hearing, that all the objections so sustained have been met and
shall  enter  an  order  so  declaring,  the  Trustee  shall mail copies of such
material  to all such Securityholders with reasonable promptness after the entry
of  such  order  and  the renewal of such tender; otherwise the Trustee shall be
relieved  of  any  obligation  or  duty  to  such  applicants  respecting  their
application.

     (c)     Each  and  every holder of Debentures, by receiving and holding the
same,  agrees  with the Company and the Trustee that neither the Company nor the
Trustee  nor  any  paying  agent  shall  be  held  accountable  by reason of the
disclosure  of any such information as to the names and addresses of the holders
of  Debentures  in  accordance  with  the  provisions  of subsection (b) of this
Section  4.2,  regardless


                                       21
<PAGE>
of  the  source  from  which  such information was derived, and that the Trustee
shall  not  be  held accountable by reason of mailing any material pursuant to a
request  made  under  said  subsection  (b).

                                   ARTICLE V.
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                   -------------------------------------------
                            UPON AN EVENT OF DEFAULT
                            ------------------------

     SECTION  5.1.     EVENTS OF DEFAULT. "Event of Default," wherever used
                       ------------------
herein,  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):

     (a)     the  Company  defaults  in  the  payment  of  any interest upon any
Debenture,  including  any Additional Interest in respect thereof, following the
nonpayment  of  any  such  interest  for twenty or more consecutive Distribution
Periods;  or

     (b)     the  Company  defaults  in  the  payment  of all or any part of the
principal  of (or premium, if any, on) any Debentures as and when the same shall
become  due  and  payable either at maturity, upon redemption, by declaration of
acceleration  or  otherwise;  or

     (c)     the Company defaults in the performance of, or breaches, any of its
covenants  or  agreements  in  this  Indenture or in the terms of the Debentures
established  as  contemplated  in  this  Indenture  (other  than  a  covenant or
agreement  a  default  in whose performance or whose breach is elsewhere in this
Section  specifically dealt with), and continuance of such default or breach for
a period of 60 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 aggregate principal amount of the outstanding Debentures, 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

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

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

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

     If  an  Acceleration Event of Default occurs and is continuing with respect
to  the  Debentures, then, and in each and every such case, unless the principal
of  the Debentures shall have already become due and payable, either the Trustee
or  the  holders  of  not  less  than  25%  in aggregate principal amount of the


                                       22
<PAGE>
Debentures  then outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal of
the  Debentures  and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and  payable.  If  an Event of Default under Section 5.1(b) or (c) occurs and is
continuing  with  respect  to  the  Debentures, then, and in each and every such
case,  unless  the principal of the Debentures shall have already become due and
payable,  either  the  Trustee  or the holders of not less than 25% in aggregate
principal  amount  of  the  Debentures  then outstanding hereunder, by notice in
writing  to  the  Company  (and to the Trustee if given by Securityholders), may
proceed  to remedy the default or breach thereunder by such appropriate judicial
proceedings  as  the Trustee or such holders shall deem most effectual to remedy
the  defaulted covenant or enforce the provisions of this Indenture so breached,
either  by  suit  in  equity  or  by  action  at  law, for damages or otherwise.

     The foregoing provisions, however, are subject to the condition that if, at
any  time  after the principal of the Debentures shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall  have  been  obtained  or entered as hereinafter provided, (i) the Company
shall  pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments  of  interest  upon  all  the  Debentures  and the principal of and
premium, if any, on the Debentures which shall have become due otherwise than by
acceleration  (with  interest  upon  such  principal  and  premium,  if any, and
Additional  Interest) and such amount as shall be sufficient to cover reasonable
compensation  to  the  Trustee  and  each  predecessor Trustee, their respective
agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
to  Section  6.6,  if  any, and (ii) all Events of Default under this Indenture,
other than the non-payment of the principal of or premium, if any, on Debentures
which  shall  have  become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein -- then and in every such case the holders
of  a majority in aggregate principal amount of the Debentures then outstanding,
by  written notice to the Company and to the Trustee, may waive all defaults and
rescind  and  annul such declaration and its consequences, but no such waiver or
rescission  and annulment shall extend to or shall affect any subsequent default
or  shall  impair  any  right  consequent  thereon.

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

     SECTION  5.2.     PAYMENT  OF  DEBENTURES  ON  DEFAULT;  SUIT THEREFOR. The
                       -----------------------------------------------------
Company  covenants  that  upon the occurrence of an Event of Default pursuant to
Section  5.1(a) or (b) then, upon demand of the Trustee, the Company will pay to
the  Trustee,  for the benefit of the holders of the Debentures the whole amount
that  then shall have become due and payable on all Debentures for principal and
premium,  if  any,  or  interest,  or  both, as the case may be, with Additional
Interest  accrued on the Debentures (to the extent that payment of such interest
is enforceable under applicable law and, if the Debentures are held by the Trust
or a trustee of such Trust, without duplication of any other amounts paid by the
Trust  or  a trustee in respect thereof); and, in addition thereto, such further
amount  as  shall  be  sufficient to cover the costs and expenses of collection,
including  a  reasonable  compensation to the Trustee, its agents, attorneys and
counsel, and any other amounts due to the Trustee under Section 6.6. In case the
Company  shall fail forthwith to pay such amounts upon such demand, the Trustee,
in  its  own  name  and  as  trustee  of an express trust, shall be entitled and
empowered  to  institute  any actions or proceedings at law or in equity for the
collection  of  the sums so due and unpaid, and may prosecute any such action or
proceeding  to  judgment  or  final decree, and may enforce any such judgment or
final  decree  against  the  Company or any other obligor on such Debentures and
collect  in  the  manner  provided  by  law  out  of  the  property  of  the


                                       23
<PAGE>
Company  or  any  other  obligor on such Debentures wherever situated the moneys
adjudged  or  decreed  to  be  payable.

     In  case  there  shall be pending proceedings for the bankruptcy or for the
reorganization  of  the  Company  or  any  other obligor on the Debentures under
Bankruptcy  Law,  or in case a receiver or trustee shall have been appointed for
the  property  of the Company or such other obligor, or in the case of any other
similar  judicial  proceedings relative to the Company or other obligor upon the
Debentures,  or  to  the  creditors  or  property  of  the Company or such other
obligor,  the  Trustee,  irrespective of whether the principal of the Debentures
shall  then  be  due  and  payable  as  therein  expressed  or by declaration of
acceleration  or  otherwise  and  irrespective of whether the Trustee shall have
made  any  demand  pursuant  to  the  provisions  of  this Section 5.2, shall be
entitled  and  empowered,  by  intervention  in  such  proceedings or otherwise,

     (i)  to file  and  prove  a  claim  or  claims  for  the  whole  amount  of
          principal  and interest owing and unpaid in respect of the Debentures,

     (ii) in case  of  any  judicial  proceedings,  to file such proofs of claim
          and  other  papers  or  documents  as may be necessary or advisable in
          order  to  have  the  claims  of  the Trustee (including any claim for
          reasonable  compensation  to the Trustee and each predecessor Trustee,
          and  their  respective  agents,  attorneys  and  counsel,  and  for
          reimbursement  of  all  other amounts due to the Trustee under Section
          6.6),  and of the Securityholders allowed in such judicial proceedings
          relative  to the Company or any other obligor on the Debentures, or to
          the creditors or property of the Company or such other obligor, unless
          prohibited by applicable law and regulations, to vote on behalf of the
          holders  of  the  Debentures in any election of a trustee or a standby
          trustee  in  arrangement,  reorganization,  liquidation  or  other
          bankruptcy  or  insolvency  proceedings  or  Person performing similar
          functions  in  comparable  proceedings,

    (iii) to collect  and  receive  any  moneys  or  other  property payable or
          deliverable  on  any  such  claims,  and

     (iv) to  distribute  the  same  after  the  deduction  of  its  charges and
          expenses.

Any  receiver,  assignee  or  trustee  in bankruptcy or reorganization is hereby
authorized  by each of the Securityholders to make such payments to the Trustee,
and,  in the event that the Trustee shall consent to the making of such payments
directly  to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient  to  cover  reasonable  compensation to the Trustee, each predecessor
Trustee  and  their  respective  agents,  attorneys  and  counsel, and all other
amounts  due  to  the  Trustee  under  Section  6.6.

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

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

     In  any  proceedings  brought  by  the  Trustee  (and  also any proceedings
involving  the  interpretation  of  any provision of this Indenture to which the
Trustee  shall  be  a  party),  the  Trustee  shall  be  held  to


                                       24
<PAGE>
represent  all  the  holders of the Debentures, and it shall not be necessary to
make  any  holders  of  the  Debentures  parties  to  any  such  proceedings.

     SECTION  5.3.     APPLICATION  OF  MONEYS  COLLECTED BY TRUSTEE. Any moneys
                       ---------------------------------------------
collected  by  the  Trustee  pursuant  to this Article V shall be applied in the
following  order, at the date or dates fixed by the Trustee for the distribution
of  such moneys, upon presentation of the several Debentures in respect of which
moneys  have been collected, and stamping thereon the payment, if only partially
paid,  and  upon  surrender  thereof  if  fully  paid:

     First:  To  the  payment  of costs and expenses incurred by, and reasonable
fees  of,  the  Trustee,  its  agents,  attorneys  and counsel, and of all other
amounts  due  to  the  Trustee  under  Section  6.6;

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

     Third:  To  the  payment of the amounts then due and unpaid upon Debentures
for  principal (and premium, if any), and interest on the Debentures, in respect
of  which or for the benefit of which money has been collected, ratably, without
preference  or  priority  of  any  kind,  according  to  the amounts due on such
Debentures  (including  Additional  Interest);  and

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

     SECTION  5.4.    PROCEEDINGS BY SECURITYHOLDERS. No holder of any Debenture
                      -------------------------------
shall  have any right to institute any suit, action or proceeding for any remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice  of  an  Event  of  Default with respect to the Debentures and unless the
holders  of  not  less  than 25% in aggregate principal amount of the Debentures
then  outstanding  shall  have  given the Trustee a written request to institute
such  action,  suit  or  proceeding  and  shall have offered to the Trustee such
reasonable  indemnity  as  it  may  require  against  the  costs,  expenses  and
liabilities  to  be  incurred  thereby,  and  the  Trustee for 60 days after its
receipt  of  such  notice,  request  and offer of indemnity shall have failed to
institute  any  such  action,  suit  or  proceeding.

     Notwithstanding  any other provisions in this Indenture, however, the right
of  any holder of any Debenture to receive payment of the principal of, premium,
if  any,  and interest, on such Debenture when due, or to institute suit for the
enforcement  of  any such payment, shall not be impaired or affected without the
consent  of  such  holder and by accepting a Debenture hereunder it is expressly
understood,  intended  and covenanted by the taker and holder of every Debenture
with  every  other  such  taker  and holder and the Trustee, that no one or more
holders of Debentures shall have any right in any manner whatsoever by virtue or
by  availing  itself  of  any  provision of this Indenture to affect, disturb or
prejudice  the  rights  of  the holders of any other Debentures, or to obtain or
seek  to  obtain  priority  over  or  preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Debentures.  For the
protection  and  enforcement  of  the provisions of this Section, each and every
Securityholder  and the Trustee shall be entitled to such relief as can be given
either  at  law  or  in  equity.

     SECTION  5.5.     PROCEEDINGS  BY  TRUSTEE. In  case of an Event of Default
                       -------------------------
hereunder  the  Trustee may in its discretion proceed to protect and enforce the
rights  vested  in it by this Indenture by such appropriate judicial proceedings
as  the  Trustee  shall  deem  most effectual to protect and enforce any of such
rights,  either  by  suit  in  equity  or  by  action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement  contained  in  this  Indenture or in aid of the exercise of any power
granted  in  this  Indenture,  or  to enforce any other legal or equitable right
vested  in  the  Trustee  by  this  Indenture  or  by  law.


                                       25
<PAGE>
     SECTION  5.6.     REMEDIES CUMULATIVE AND CONTINUING; DELAY OR OMISSION NOT
                       ---------------------------------------------------------
A  WAIVER. Except  as otherwise provided in Section 2.6, all powers and remedies
----------
given  by  this Article V to the Trustee or to the Securityholders shall, to the
extent  permitted  by  law,  be deemed cumulative and not exclusive of any other
powers  and  remedies available to the Trustee or the holders of the Debentures,
by  judicial  proceedings or otherwise, to enforce the performance or observance
of  the  covenants  and  agreements  contained  in  this  Indenture or otherwise
established  with  respect  to  the  Debentures, and no delay or omission of the
Trustee  or of any holder of any of the Debentures to exercise any right, remedy
or  power  accruing  upon  any  Event  of  Default  occurring  and continuing as
aforesaid shall impair any such right, remedy or power, or shall be construed to
be  a waiver of any such default or an acquiescence therein; and, subject to the
provisions  of Section 5.4, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and  as  often  as shall be deemed expedient, by the Trustee (in accordance with
its  duties  under  Section  6.1)  or  by  the  Securityholders.

     SECTION  5.7.     DIRECTION  OF  PROCEEDINGS  AND  WAIVER  OF  DEFAULTS  BY
                       ---------------------------------------------------------
MAJORITY  OF  SECURITYHOLDERS. The  holders of a majority in aggregate principal
------------------------------
amount  of the Debentures affected (voting as one class) at the time outstanding
shall  have  the  right  to direct the time, method, and place of conducting any
proceeding  for  any remedy available to the Trustee, or exercising any trust or
power  conferred  on  the  Trustee  with  respect  to such Debentures; provided,
                                                                       ---------
however, that (subject to the provisions of Section 6.1) the Trustee shall have
--------
the right to decline to follow any such direction if the Trustee shall determine
that  the  action  so  directed would be unjustly prejudicial to the holders not
taking  part  in  such  direction  or  if  the  Trustee being advised by counsel
determines  that  the action or proceeding so directed may not lawfully be taken
or  if  a  Responsible Officer of the Trustee shall determine that the action or
proceedings  so  directed  would  involve  the  Trustee  in  personal liability.

     The  holders  of a majority in aggregate principal amount of the Debentures
at  the  time  outstanding may on behalf of the holders of all of the Debentures
waive  (or modify any previously granted waiver of) any past default or Event of
Default,  and its consequences, except a default (a) in the payment of principal
of,  premium,  if  any,  or interest on any of the Debentures, (b) in respect of
covenants  or  provisions hereof which cannot be modified or amended without the
consent  of  the  holder  of  each  Debenture affected, or (c) in respect of the
covenants  contained  in  Section 3.9; provided, however, that if the Debentures
                                       --------  -------
are held by the Trust or a trustee of such trust, such waiver or modification to
such  waiver  shall  not  be  effective  until  the  holders  of  a  majority in
Liquidation Amount of Trust Securities of the Trust shall have consented to such
waiver or modification to such waiver, provided, further, that if the consent of
                                       --------  -------
the  holder  of each outstanding Debenture is required, such waiver shall not be
effective  until  each  holder  of  the Trust Securities of the Trust shall have
consented  to  such  waiver.  Upon  any such waiver, the default covered thereby
shall  be deemed to be cured for all purposes of this Indenture and the Company,
the  Trustee and the holders of the Debentures shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any  subsequent  or  other  default  or  Event  of  Default  or impair any right
consequent  thereon.  Whenever  any  default or Event of Default hereunder shall
have  been waived as permitted by this Section, said default or Event of Default
shall  for  all  purposes of the Debentures and this Indenture be deemed to have
been  cured  and  to  be  not  continuing.

     SECTION  5.8.     NOTICE  OF  DEFAULTS. The Trustee shall, within 90 days
                       ---------------------
after  the  actual  knowledge  by  a  Responsible  Officer of the Trustee of the
occurrence  of  a  default  with  respect  to  the  Debentures,  mail  to  all
Securityholders,  as  the  names  and  addresses of such holders appear upon the
Debenture  Register, notice of all defaults with respect to the Debentures known
to  the Trustee, unless such defaults shall have been cured before the giving of
such  notice  (the  term  "defaults"  for  the purpose of this Section 5.8 being
hereby defined to be the events specified in clauses (a), (b), (c), (d), (e) and
(f)  of  Section  5.1,  not  including  periods  of  grace, if any, provided for
therein);  provided, however, that, except in the case of default in the payment
           --------  -------
of  the principal of, premium, if any, or interest on any of the Debentures, the


                                       26
<PAGE>
Trustee  shall  be  protected  in  withholding  such  notice if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding
of  such  notice  is  in  the  interests  of  the  Securityholders.

     SECTION  5.9.     UNDERTAKING TO PAY COSTS. All parties to this Indenture
                       -------------------------
agree,  and  each  holder  of  any  Debenture by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for  the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by  any  party  litigant in such suit of an undertaking to pay the costs of such
suit,  and  that  such  court  may  in  its  discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such  suit,  having  due  regard  to  the merits and good faith of the claims or
defenses  made by such party litigant; provided, however, that the provisions of
                                       --------- -------
this  Section  5.9 shall not apply to any suit instituted by the Trustee, to any
suit  instituted  by any Securityholder, or group of Securityholders, holding in
the  aggregate  more than 10% in principal amount of the Debentures outstanding,
or  to  any  suit  instituted  by  any Securityholder for the enforcement of the
payment  of  the  principal of (or premium, if any) or interest on any Debenture
against  the  Company  on  or  after the same shall have become due and payable.

                                   ARTICLE VI.
                             CONCERNING THE TRUSTEE
                             ----------------------

     SECTION  6.1.     DUTIES  AND  RESPONSIBILITIES  OF  TRUSTEE. With  respect
                       -------------------------------------------
to  the  holders  of  Debentures  issued  hereunder,  the  Trustee, prior to the
occurrence  of  an Event of Default with respect to the Debentures and after the
curing or waiving of all Events of Default which may have occurred, with respect
to the Debentures, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants shall be read
into  this  Indenture  against  the  Trustee.  In  case an Event of Default with
respect to the Debentures has occurred (which has not been cured or waived), the
Trustee  shall  exercise  such  of  the  rights  and powers vested in it by this
Indenture,  and  use  the  same degree of care and skill in their exercise, as a
prudent  man would exercise or use under the circumstances in the conduct of his
own  affairs.

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

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

          (1)  the  duties  and  obligations  of  the  Trustee  with  respect to
          Debentures  shall  be  determined  solely by the express provisions of
          this  Indenture,  and  the  Trustee shall not be liable except for the
          performance  of  such  duties  and  obligations  with  respect  to the
          Debentures  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 the part of the Trustee, the
          Trustee  may  conclusively rely, as to the truth of the statements and
          the  correctness  of  the  opinions  expressed  therein,  upon  any
          certificates  or  opinions  furnished to the Trustee and conforming to
          the  requirements  of  this  Indenture;  but,  in the case of any such
          certificates  or  opinions  which  by  any  provision  hereof  are
          specifically  required  to  be  furnished  to the Trustee, the Trustee
          shall  be under a duty to examine the same to determine whether or not
          they  conform  to  the  requirements  of  this  Indenture;

                                       27
<PAGE>

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

     (c)     the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Securityholders  pursuant to Section 5.7, 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.

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

     SECTION  6.2.     RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise
                       ------------------------------------
  provided  in  Section  6.1:

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

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

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

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

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

     (f)     the  Trustee  shall not be bound to make any investigation into the
facts  or  matters stated in any resolution, certificate, statement, instrument,
opinion,  report,  notice,  request,  consent, order, approval, bond, debenture,
coupon  or  other paper or document, unless requested in writing to do so by the
holders  of  not  less  than  a  majority  in  aggregate principal amount of the
outstanding  Debentures affected thereby; provided, however, that if the payment
                                          --------  -------
within  a  reasonable  time to the Trustee of the costs, expenses or liabilities
likely  to  be  incurred  by  it  in the making of such investigation is, in the
opinion  of  the  Trustee, not reasonably assured to the Trustee by the security
afforded  to  it  by  the  terms  of  this  Indenture,  the


                                       28
<PAGE>
Trustee  may require reasonable indemnity against such expense or liability as a
condition  to  so  proceeding;

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

     (h)     with  the  exceptions of defaults under Sections 5.1(a) or (b), the
Trustee  shall  not be charged with knowledge of any Default or Event of Default
with  respect to the Debentures unless a written notice of such Default or Event
of  Default  shall  have  been  given to the Trustee by the Company or any other
obligor  on  the  Debentures  or  by  any  holder  of  the  Debentures.

     SECTION  6.3.     NO  RESPONSIBILITY  FOR  RECITALS,  ETC. The  recitals
                       ----------------------------------------
contained  herein  and  in  the  Debentures  (except  in  the  certificate  of
authentication of the Trustee or the Authenticating Agent) shall be taken as the
statements  of  the Company, and the Trustee and the Authenticating Agent assume
no  responsibility  for  the  correctness  of  the  same.  The  Trustee  and the
Authenticating  Agent  make no representations as to the validity or sufficiency
of this Indenture or of the Debentures. The Trustee and the Authenticating Agent
shall  not  be  accountable  for  the  use  or application by the Company of any
Debentures  or the proceeds of any Debentures authenticated and delivered by the
Trustee  or  the  Authenticating Agent in conformity with the provisions of this
Indenture.

     SECTION  6.4.     TRUSTEE,  AUTHENTICATING  AGENT,  PAYING AGENTS, TRANSFER
                       ---------------------------------------------------------
AGENTS  OR  REGISTRAR  MAY  OWN  DEBENTURES. The Trustee or any Authenticating
--------------------------------------------
Agent  or  any paying agent or any transfer agent or any Debenture registrar, in
its  individual  or  any  other  capacity,  may  become  the owner or pledgee of
Debentures  with  the  same  rights  it  would  have  if  it  were  not Trustee,
Authenticating  Agent,  paying  agent,  transfer  agent  or Debenture registrar.

     SECTION  6.5.     MONEYS  TO  BE  HELD  IN TRUST. Subject to the provisions
                       ------------------------------
of  Section  12.4, all moneys received by the Trustee or any paying agent shall,
until  used  or applied as herein provided, be held in trust for the purpose for
which  they were received, but need not be segregated from other funds except to
the  extent  required by law. The Trustee and any paying agent shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed  in  writing  with the Company. So long as no Event of Default shall have
occurred  and  be  continuing,  all interest allowed on any such moneys shall be
paid  from  time  to  time  upon the written order of the Company, signed by the
Chairman  of the Board of Directors, the Chief Executive Officer, the President,
a  Managing  Director, a Vice President, the Treasurer or an Assistant Treasurer
of  the  Company.

     SECTION  6.6.     COMPENSATION  AND  EXPENSES  OF  TRUSTEE. The  Company
                       -----------------------------------------
covenants  and  agrees  to pay or reimburse the Trustee upon its request for all
reasonable  expenses, disbursements and advances incurred or made by the Trustee
in  accordance  with  any  of  the  provisions  of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all  Persons  not regularly in its employ) except any such expense, disbursement
or  advance as may arise from its negligence or willful misconduct. For purposes
of  clarification,  this  Section  6.6  does  not contemplate the payment by the
Company  of  acceptance  or  annual  administration  fees  owing  to the Trustee
pursuant  to  the services to be provided by the Trustee under this Indenture or
the fees and expenses of the Trustee's counsel in connection with the closing of
the  transactions  contemplated by this Indenture. The Company also covenants to
indemnify  each  of  the  Trustee  or any predecessor Trustee (and its officers,
agents,  directors  and employees) for, and to hold it harmless against, any and
all  loss, damage, claim, liability or expense including taxes (other than taxes
based  on  the  income  of  the  Trustee) incurred without negligence or willful
misconduct  on  the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of  defending  itself  against  any  claim  of


                                       29
<PAGE>
liability.  The  obligations of the Company under this Section 6.6 to compensate
and  indemnify  the  Trustee  and  to pay or reimburse the Trustee for expenses,
disbursements  and  advances shall constitute additional indebtedness hereunder.
Such  additional  indebtedness  shall  be secured by a lien prior to that of the
Debentures upon all property and funds held or collected by the Trustee as such,
except  funds  held  in  trust  for  the  benefit  of  the holders of particular
Debentures.

     Without  prejudice  to  any  other  rights  available  to the Trustee under
applicable  law,  when  the  Trustee  incurs  expenses  or  renders  services in
connection with an Event of Default specified in Section 5.1(d), (e) or (f), the
expenses  (including the reasonable charges and expenses of its counsel) and the
compensation  for  the  services  are  intended  to  constitute  expenses  of
administration  under  any applicable federal or state bankruptcy, insolvency or
other  similar  law.

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

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

     SECTION  6.7.     OFFICERS'  CERTIFICATE  AS  EVIDENCE. Except as otherwise
                       -------------------------------------
provided  in  Sections  6.1  and  6.2,  whenever  in  the  administration of the
provisions  of  this  Indenture the Trustee shall deem it necessary or desirable
that  a  matter  be proved or established prior to taking or omitting any action
hereunder,  such  matter  (unless  other  evidence  in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful misconduct
on  the part of the Trustee, be deemed to be conclusively proved and established
by  an  Officers' Certificate delivered to the Trustee, and such certificate, in
the  absence  of  negligence  or  willful misconduct on the part of the Trustee,
shall be full warrant to the Trustee for any action taken or omitted by it under
the  provisions  of  this  Indenture  upon  the  faith  thereof.

     SECTION  6.8.     ELIGIBILITY  OF  TRUSTEE. The  Trustee  hereunder  shall
                       -------------------------
at all times be a corporation organized and doing business under the laws of the
United States of America or any state or territory thereof or of the District of
Columbia or a corporation or other Person authorized under such laws to exercise
corporate  trust  powers,  having (or whose obligations under this Indenture are
guaranteed by an affiliate having) a combined capital and surplus of at least 50
million  U.S. dollars ($50,000,000.00) and subject to supervision or examination
by  federal,  state,  territorial,  or  District  of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to  the  requirements  of the aforesaid supervising or examining authority, then
for  the  purposes  of this Section 6.8 the combined capital and surplus of such
corporation  shall be deemed to be its combined capital and surplus as set forth
in  its  most  recent  records  of  condition  so  published.

     The Company may not, nor may any Person directly or indirectly controlling,
controlled  by,  or  under  common  control  with the Company, serve as Trustee.

     In  case  at  any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.8, the Trustee shall resign immediately in
the  manner  and  with  the  effect  specified  in  Section  6.9.

     If  the  Trustee has or shall acquire any "conflicting interest" within the
meaning  of  Sec.  310(b)  of the Trust Indenture Act of 1939, the Trustee shall
either  eliminate  such  interest  or  resign,  to  the extent and in the manner
described  by  this  Indenture.


                                       30
<PAGE>
     SECTION  6.9.     RESIGNATION  OR  REMOVAL  OF  TRUSTEE
                       -------------------------------------

     (a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time  resign  by giving written notice of such resignation to the Company and by
mailing  notice  thereof,  at  the  Company's  expense,  to  the  holders of the
Debentures  at  their  addresses as they shall appear on the Debenture Register.
Upon  receiving such notice of resignation, the Company shall promptly appoint a
successor  trustee  or trustees by written instrument, in duplicate, executed by
order of its Board of Directors, one copy of which instrument shall be delivered
to  the resigning Trustee and one copy to the successor Trustee. If no successor
Trustee  shall  have  been  so appointed and have accepted appointment within 30
days  after  the  mailing  of  such  notice  of  resignation  to  the  affected
Securityholders,  the  resigning  Trustee  may  petition  any court of competent
jurisdiction  for  the appointment of a successor Trustee, or any Securityholder
who  has  been  a bona fide holder of a Debenture or Debentures for at least six
months  may,  subject to the provisions of Section 5.9, on behalf of himself and
all  others similarly situated, petition any such court for the appointment of a
successor  Trustee.  Such  court may thereupon, after such notice, if any, as it
may  deem  proper  and  prescribe,  appoint  a  successor  Trustee.

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

          (1)  the  Trustee  shall  fail  to  comply  with  the  provisions  of
          Section  6.8  after  written request therefor by the Company or by any
          Securityholder  who  has  been  a  bona  fide holder of a Debenture or
          Debentures  for  at  least  6  months,  or

          (2)  the  Trustee  shall  cease  to be eligible in accordance with the
          provisions  of  Section  6.8  and  shall  fail to resign after written
          request  therefor  by  the  Company  or by any such Securityholder, or

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

then,  in  any  such  case,  the  Company  may  remove the Trustee and appoint a
successor  Trustee by written instrument, in duplicate, executed by order of the
Board  of  Directors,  one  copy  of  which instrument shall be delivered to the
Trustee  so  removed  and  one copy to the successor Trustee, or, subject to the
provisions of Section 5.9, any Securityholder who has been a bona fide holder of
a  Debenture  or  Debentures for at least 6 months may, on behalf of himself and
all  others similarly situated, petition any court of competent jurisdiction for
the  removal  of  the  Trustee and the appointment of a successor Trustee.  Such
court  may  thereupon,  after  such  notice,  if  any, as it may deem proper and
prescribe,  remove  the  Trustee  and  appoint  successor  Trustee.

     (c)     Upon  prior  written  notice  to  the  Company and the Trustee, the
holders  of  a  majority  in aggregate principal amount of the Debentures at the
time  outstanding  may  at  any time remove the Trustee and nominate a successor
Trustee,  which  shall be deemed appointed as successor Trustee unless within 10
Business  Days after such nomination the Company objects thereto, in which case,
or in the case of a failure by such holders to nominate a successor Trustee, the
Trustee  so  removed  or  any  Securityholder, upon the terms and conditions and
otherwise  as  in  subsection (a) of this Section 6.9 provided, may petition any
court  of  competent  jurisdiction  for  an  appointment  of  a  successor.

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


                                       31
<PAGE>
     SECTION  6.10.     ACCEPTANCE  BY  SUCCESSOR TRUSTEE. Any successor Trustee
                        ----------------------------------
appointed  as  provided in Section 6.9 shall execute, acknowledge and deliver to
the  Company  and  to  its  predecessor  Trustee  an  instrument  accepting such
appointment  hereunder, and thereupon the resignation or removal of the retiring
Trustee  shall  become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, duties
and  obligations  with  respect  to the Debentures of its predecessor hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless, on
the  written  request  of  the  Company or of the successor Trustee, the Trustee
ceasing  to  act  shall, upon payment of any amounts then due it pursuant to the
provisions  of  Section  6.6,  execute and deliver an instrument transferring to
such  successor  Trustee  all the rights and powers of the Trustee so ceasing to
act  and  shall  duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee thereunder. Upon request of any
such  successor  Trustee,  the  Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
Trustee  all  such  rights  and  powers.  Any  Trustee  ceasing  to  act  shall,
nevertheless, retain a lien upon all property or funds held or collected by such
Trustee  to secure any amounts then due it pursuant to the provisions of Section
6.6.

     If  a successor Trustee is appointed, the Company, the retiring Trustee and
the successor Trustee shall execute and deliver an indenture supplemental hereto
which 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  Debentures  as  to  which the predecessor Trustee is not
retiring  shall  continue to be vested in the predecessor Trustee, and shall add
to  or  change  any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the Trust 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.

     No  successor  Trustee shall accept appointment as provided in this Section
unless  at  the time of such acceptance such successor Trustee shall be eligible
under  the  provisions  of  Section  6.8.

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

     Upon  acceptance  of appointment by a successor Trustee as provided in this
Section  6.10,  the  Company shall mail notice of the succession of such Trustee
hereunder  to  the holders of Debentures at their addresses as they shall appear
on  the  Debenture Register.  If the Company fails to mail such notice within 10
Business  Days after the acceptance of appointment by the successor Trustee, the
successor  Trustee  shall  cause  such notice to be mailed at the expense of the
Company.

     SECTION  6.11.     SUCCESSION  BY  MERGER,  ETC. Any corporation into which
                        -----------------------------
the  Trustee may be merged or converted or with which it may be consolidated, or
any  corporation resulting from any merger, conversion or consolidation to which
the  Trustee  shall  be  a  party,  or  any  corporation  succeeding  to  all or
substantially  all  of the corporate trust business of the Trustee, shall be the
successor  of the Trustee hereunder without the execution or filing of any paper
or  any  further  act  on  the  part of any of the parties hereto; provided such
                                                                   --------
corporation  shall  be  otherwise  eligible  and qualified under  this  Article.

     In  case  at  the  time  such successor to the Trustee shall succeed to the
trusts  created  by  this  Indenture  any  of  the  Debentures  shall  have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate  of  authentication  of  any  predecessor  Trustee, and deliver such
Debentures  so  authenticated;  and  in  case at that time any of the Debentures
shall not have been authenticated, any successor to the Trustee may authenticate
such  Debentures  either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full  force which it is anywhere in the Debentures or in this Indenture provided
that  the  certificate


                                       32
<PAGE>
of  the  Trustee  shall  have;  provided,  however,  that the right to adopt the
                                --------   -------
certificate  of  authentication  of  any  predecessor  Trustee  or  authenticate
Debentures  in  the  name  of  any  predecessor  Trustee shall apply only to its
successor  or  successors  by  merger,  conversion  or  consolidation.

     SECTION  6.12.     AUTHENTICATING  AGENTS.  There  may  be  one  or  more
                        -----------------------
Authenticating  Agents  appointed by the Trustee upon the request of the Company
with  power  to  act  on  its  behalf  and  subject  to  its  direction  in  the
authentication  and  delivery of Debentures issued upon exchange or registration
of  transfer  thereof  as  fully  to all intents and purposes as though any such
Authenticating  Agent  had been expressly authorized to authenticate and deliver
Debentures;  provided,  however,  that  the  Trustee shall  have  no  liability
             --------  -------
to  the  Company  for  any  acts  or  omissions of the Authenticating Agent with
respect  to  the  authentication  and  delivery  of  Debentures.  Any  such
Authenticating  Agent  shall  at  all times be a corporation organized and doing
business  under  the  laws  of  the  United  States or of any state or territory
thereof  or  of  the  District  of Columbia authorized under such laws to act as
Authenticating  Agent,  having  a  combined  capital  and  surplus  of  at least
$50,000,000.00  and  being  subject  to  supervision  or examination by federal,
state,  territorial  or  District  of  Columbia  authority.  If such corporation
publishes  reports  of  condition  at  least  annually  pursuant  to  law or the
requirements  of  such authority, then for the purposes of this Section 6.12 the
combined  capital  and  surplus  of  such  corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published. If at any time an Authenticating Agent shall cease to be eligible
in  accordance  with the provisions of this Section, it shall resign immediately
in  the  manner  and  with  the  effect  herein  specified  in  this  Section.

     Any  corporation  into  which  any  Authenticating  Agent  may be merged or
converted  or  with  which  it may be consolidated, or any corporation resulting
from  any  merger, consolidation or conversion to which any Authenticating Agent
shall  be  a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of  such  Authenticating  Agent  hereunder,  if  such  successor  corporation is
otherwise  eligible  under  this Section 6.12 without the execution or filing of
any  paper  or  any  further  act  on  the  part  of  the parties hereto or such
Authenticating  Agent.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation  to  the  Trustee  and  to the Company.  The Trustee may at any time
terminate  the agency of any Authenticating Agent with respect to the Debentures
by  giving written notice of termination to such Authenticating Agent and to the
Company.  Upon  receiving  such  a  notice  of  resignation  or  upon  such  a
termination,  or  in case at any time any Authenticating Agent shall cease to be
eligible  under  this Section 6.12, the Trustee may, and upon the request of the
Company  shall, promptly appoint a successor Authenticating Agent eligible under
this  Section 6.12, shall give written notice of such appointment to the Company
and  shall  mail  notice of such appointment to all holders of Debentures as the
names  and  addresses  of  such  holders  appear on the Debenture Register.  Any
successor  Authenticating  Agent  upon  acceptance  of its appointment hereunder
shall  become  vested  with all rights, powers, duties and responsibilities with
respect  to  the Debentures of its predecessor hereunder, with like effect as if
originally  named  as  Authenticating  Agent  herein.

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

                                  ARTICLE VII.
                         CONCERNING THE SECURITYHOLDERS
                         ------------------------------

     SECTION  7.1.     ACTION  BY  SECURITYHOLDERS. Whenever  in  this Indenture
                       ----------------------------
it is provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any demand
or  request,  the  giving  of  any  notice,  consent  or  waiver  or  the taking


                                       33
<PAGE>
of  any  other  action)  the fact that at the time of taking any such action the
holders of such specified percentage have joined therein may be evidenced (a) by
any  instrument  or  any number of instruments of similar tenor executed by such
Securityholders  in  person or by agent or proxy appointed in writing, or (b) by
the  record of such holders of Debentures voting in favor thereof at any meeting
of  such  Securityholders duly called and held in accordance with the provisions
of  Article  VIII, or (c) by a combination of such instrument or instruments and
any  such  record  of such a meeting of such Securityholders or (d) by any other
method  the  Trustee  deems  satisfactory.

     If  the Company shall solicit from the Securityholders any request, demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of  the  same,  the  Company  may,  at  its option, as evidenced by an Officers'
Certificate,  fix  in  advance  a  record  date  for  such  Debentures  for  the
determination  of  Securityholders  entitled  to  give  such  request,  demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of  the  same,  but  the  Company  shall have no obligation to do so.  If such a
record  date  is  fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action or revocation of the same may be given before or
after  the  record  date, but only the Securityholders of record at the close of
business  on  the  record  date  shall  be  deemed to be Securityholders for the
purposes  of  determining whether Securityholders of the requisite proportion of
outstanding  Debentures  have authorized or agreed or consented to such request,
demand,  authorization,  direction,  notice,  consent, waiver or other action or
revocation of the same, and for that purpose the outstanding Debentures shall be
computed  as  of the record date; provided, however, that no such authorization,
                                  --------  -------
agreement  or consent by such Securityholders on the record date shall be deemed
effective  unless  it  shall become effective pursuant to the provisions of this
Indenture  not  later  than  6  months  after  the  record  date.

     SECTION  7.2.     PROOF  OF  EXECUTION  BY  SECURITYHOLDERS. Subject to the
                       ------------------------------------------
provisions of Section 6.1, 6.2 and 8.5, proof of the execution of any instrument
by  a  Securityholder  or  his  agent  or  proxy  shall be sufficient if made in
accordance  with  such  reasonable rules and regulations as may be prescribed by
the  Trustee  or  in  such  manner  as shall be satisfactory to the Trustee. The
ownership  of  Debentures  shall  be  proved  by  the Debenture Register or by a
certificate  of the Debenture registrar. The Trustee may require such additional
proof  of  any  matter  referred  to in this Section as it shall deem necessary.

     The  record  of  any Securityholders' meeting shall be proved in the manner
provided  in  Section  8.6.

     SECTION  7.3.     WHO  ARE  DEEMED  ABSOLUTE  OWNERS. Prior to due
                       -----------------------------------
presentment  for  registration  of  transfer  of any Debenture, the Company, the
Trustee,  any Authenticating Agent, any paying agent, any transfer agent and any
Debenture  registrar  may  deem the Person in whose name such Debenture shall be
registered upon the Debenture Register to be, and may treat him as, the absolute
owner of such Debenture (whether or not such Debenture shall be overdue) for the
purpose  of  receiving payment of or on account of the principal of, premium, if
any,  and interest on such Debenture and for all other purposes; and neither the
Company  nor  the  Trustee nor any Authenticating Agent nor any paying agent nor
any  transfer  agent nor any Debenture registrar shall be affected by any notice
to  the  contrary. All such payments so made to any holder for the time being or
upon  his  order  shall be valid, and, to the extent of the sum or sums so paid,
effectual  to  satisfy  and  discharge the liability for moneys payable upon any
such  Debenture.

     SECTION  7.4.     DEBENTURES  OWNED  BY  COMPANY  DEEMED  NOT  OUTSTANDING.
                       ---------------------------------------------------------
In  determining  whether the holders of the requisite aggregate principal amount
of  Debentures  have  concurred  in  any direction, consent or waiver under this
Indenture, Debentures which are owned by the Company or any other obligor on the
Debentures  or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on  the Debentures shall be disregarded and deemed not to be outstanding for the
purpose  of  any  such  determination;  provided,
                                        --------


                                       34
<PAGE>
however,  that  for  the  purposes  of  determining whether the Trustee shall be
-------
protected  in  relying on any such direction, consent or waiver, only Debentures
which  a Responsible Officer of the Trustee actually knows are so owned shall be
so  disregarded.  Debentures  so owned which have been pledged in good faith may
be  regarded  as outstanding for the purposes of this Section 7.4 if the pledgee
shall  establish  to the satisfaction of the Trustee the pledgee's right to vote
such  Debentures  and  that  the  pledgee  is  not the Company or any such other
obligor  or  Person directly or indirectly controlling or controlled by or under
direct  or  indirect  common control with the Company or any such other obligor.
In  the  case  of  a dispute as to such right, any decision by the Trustee taken
upon  the  advice  of  counsel  shall  be  full  protection  to  the  Trustee.

     SECTION  7.5.     REVOCATION  OF  CONSENTS;  FUTURE  HOLDERS  BOUND. At any
                       --------------------------------------------------
time  prior  to  (but  not  after) the evidencing to the Trustee, as provided in
Section  7.1,  of  the  taking of any action by the holders of the percentage in
aggregate  principal  amount  of  the  Debentures specified in this Indenture in
connection  with such action, any holder (in cases where no record date has been
set  pursuant  to Section 7.1) or any holder as of an applicable record date (in
cases  where  a record date has been set pursuant to Section 7.1) of a Debenture
(or  any  Debenture  issued  in  whole  or  in  part in exchange or substitution
therefor)  the serial number of which is shown by the evidence to be included in
the Debentures the holders of which have consented to such action may, by filing
written  notice with the Trustee at the Principal Office of the Trustee and upon
proof  of  holding  as  provided  in  Section  7.2, revoke such action so far as
concerns  such Debenture (or so far as concerns the principal amount represented
by  any exchanged or substituted Debenture). Except as aforesaid any such action
taken  by  the holder of any Debenture shall be conclusive and binding upon such
holder  and  upon  all  future  holders and owners of such Debenture, and of any
Debenture  issued  in  exchange  or  substitution therefor or on registration of
transfer  thereof, irrespective of whether or not any notation in regard thereto
is  made upon such Debenture or any Debenture issued in exchange or substitution
therefor.

                                  ARTICLE VIII.
                            SECURITYHOLDERS' MEETINGS
                            -------------------------

     SECTION  8.1.     PURPOSES  OF  MEETINGS. A  meeting  of  Securityholders
                       -----------------------
may  be  called  at any time and from time to time pursuant to the provisions of
this  Article  VIII  for  any  of  the  following  purposes:

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

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

     (c)     to  consent  to  the  execution  of  an  indenture  or  indentures
supplemental  hereto  pursuant  to  the  provisions  of  Section  9.2;  or

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

     SECTION  8.2.     CALL  OF  MEETINGS  BY  TRUSTEE. The  Trustee  may at any
                       --------------------------------
time  call  a meeting of Securityholders to take any action specified in Section
8.1,  to  be held at such time and at such place as the Trustee shall determine.
Notice  of  every meeting of the Securityholders, setting forth the time and the
place  of  such  meeting and in general terms the action proposed to be taken at
such  meeting,  shall  be  mailed  to  holders  of  Debentures affected at their
addresses  as  they  shall  appear  on  the  Debentures


                                       35
<PAGE>
Register  and,  if  the  Company  is not a holder of Debentures, to the Company.
Such notice shall be mailed not less than 20 nor more than 180 days prior to the
date  fixed  for  the  meeting.

     SECTION  8.3.     CALL  OF  MEETINGS  BY  COMPANY  OR  SECURITYHOLDERS. In
                       -----------------------------------------------------
case  at  any time the Company pursuant to a Board Resolution, or the holders of
at  least  10%  in aggregate principal amount of the Debentures, as the case may
be,  then  outstanding,  shall  have  requested the Trustee to call a meeting of
Securityholders,  by  written  request  setting  forth  in reasonable detail the
action  proposed  to  be  taken  at  the meeting, and the Trustee shall not have
mailed  the notice of such meeting within 20 days after receipt of such request,
then  the  Company  or such Securityholders may determine the time and the place
for  such  meeting  and  may  call such meeting to take any action authorized in
Section  8.1,  by  mailing  notice  thereof  as  provided  in  Section  8.2.

     SECTION  8.4.     QUALIFICATIONS  FOR  VOTING. To be entitled to vote at
                       ----------------------------
any  meeting  of  Securityholders  a Person shall (a) be a holder of one or more
Debentures  with  respect  to  which  the  meeting is being held or (b) a Person
appointed  by  an instrument in writing as proxy by a holder of one or more such
Debentures.  The only Persons who shall be entitled to be present or to speak at
any  meeting  of  Securityholders  shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and  any  representatives  of  the  Company  and  its  counsel.

     SECTION  8.5.     REGULATIONS. Notwithstanding  any  other  provisions  of
                       ------------
this  Indenture, the Trustee may make such reasonable regulations as it may deem
advisable  for any meeting of Securityholders, in regard to proof of the holding
of  Debentures  and  of  the  appointment  of  proxies,  and  in  regard  to the
appointment and duties of inspectors of votes, the submission and examination of
proxies,  certificates  and  other evidence of the right to vote, and such other
matters  concerning  the  conduct  of  the  meeting  as  it  shall  think  fit.

     The  Trustee  shall,  by  an  instrument  in  writing,  appoint a temporary
chairman  of  the  meeting,  unless  the  meeting  shall have been called by the
Company  or  by  Securityholders  as  provided in Section 8.3, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like  manner appoint a temporary chairman.  A permanent chairman and a permanent
secretary  of  the  meeting  shall  be  elected by majority vote of the meeting.

     Subject  to  the  provisions  of Section 7.4, at any meeting each holder of
Debentures  with  respect  to which such meeting is being held or proxy therefor
shall  be entitled to one vote for each $1,000.00 principal amount of Debentures
held  or  represented  by  him; provided, however, that no vote shall be cast or
                                --------  -------
counted at any meeting in respect of any Debenture challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding.  The chairman of
the  meeting shall have no right to vote other than by virtue of Debentures held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders.  Any meeting of Securityholders duly
called  pursuant  to  the provisions of Section 8.2 or 8.3 may be adjourned from
time  to  time  by  a  majority  of those present, whether or not constituting a
quorum,  and  the  meeting  may  be held as so adjourned without further notice.

     SECTION  8.6.     VOTING. The  vote  upon  any  resolution submitted to any
                       -------
meeting  of  holders  of  Debentures with respect to which such meeting is being
held  shall be by written ballots on which shall be subscribed the signatures of
such  holders  or  of  their  representatives  by proxy and the serial number or
numbers of the Debentures held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at  the  meeting  for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in triplicate of all
votes  cast  at  the  meeting.  A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes  on  any  vote  by  ballot  taken  thereat  and  affidavits by one or more


                                       36
<PAGE>
Persons  having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was mailed as provided in Section 8.2.  The
record  shall  show  the  serial numbers of the Debentures voting in favor of or
against  any  resolution.  The  record  shall  be  signed  and  verified  by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates  shall be delivered to the Company and the other to the Trustee to be
preserved  by the Trustee, the latter to have attached thereto the ballots voted
at  the  meeting.

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

     SECTION  8.7.     QUORUM;  ACTIONS. The Persons entitled to vote a majority
                       -----------------
in principal amount of the Debentures then outstanding shall constitute a quorum
for a meeting of Securityholders; provided, however, that if any action is to be
                                  --------   -------
taken  at  such  meeting  with  respect  to  a consent, waiver, request, demand,
notice,  authorization,  direction  or  other  action  which may be given by the
holders  of  not  less  than  a  specified percentage in principal amount of the
Debentures  then outstanding, the Persons holding or representing such specified
percentage  in  principal  amount  of  the  Debentures  then  outstanding  will
constitute  a  quorum.  In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
Securityholders,  be  dissolved.  In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at  any  such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the  meeting  prior  to the adjournment of such adjourned meeting. Notice of the
reconvening  of any adjourned meeting shall be given as provided in Section 8.2,
except  that  such  notice need be given only once not less than 5 days prior to
the  date  on  which  the  meeting  is scheduled to be reconvened. Notice of the
reconvening  of  an  adjourned  meeting shall state expressly the percentage, as
provided above, of the principal amount of the Debentures then outstanding which
shall  constitute  a  quorum.

     Except  as  limited  by the provisos in the first paragraph of Section 9.2,
any  resolution  presented  to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the  holders  of  a  majority  in  principal  amount  of  the  Debentures  then
outstanding;  provided,  however, that, except as limited by the provisos in the
              --------   -------
first  paragraph  of  Section  9.2,  any resolution with respect to any consent,
waiver,  request, demand, notice, authorization, direction or other action which
this Indenture expressly provides may be given by the holders of not less than a
specified  percentage in principal amount of the Debentures then outstanding may
be  adopted  at a meeting or an adjourned meeting duly reconvened and at which a
quorum  is present as aforesaid only by the affirmative vote of the holders of a
not  less  than  such specified percentage in principal amount of the Debentures
then  outstanding.

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

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES
                             -----------------------

     SECTION  9.1.     SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT  OF
                       ----------------------------------------------
SECURITYHOLDERS. The  Company,  when  authorized  by a Board Resolution, and the
----------------
Trustee  may  from  time  to  time  and  at  any time enter into an indenture or
indentures  supplemental hereto, without the consent of the Securityholders, for
one  or  more  of  the  following  purposes:


                                       37
<PAGE>
     (a)     to  evidence  the  succession  of another Person to the Company, or
successive  successions,  and  the  assumption  by  the  successor Person of the
covenants,  agreements  and  obligations  of the Company, pursuant to Article XI
hereof;

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

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

     (d)     to  add  to,  delete  from,  or  revise  the  terms  of Debentures,
including,  without  limitation,  any  terms relating to the issuance, exchange,
registration  or  transfer  of  Debentures,  including  to  provide for transfer
procedures  and  restrictions  substantially  similar to those applicable to the
Capital  Securities as required by Section 2.5 (for purposes of assuring that no
registration  of  Debentures  is  required  under the Securities Act); provided,
                                                                       --------
however,  that  any  such action shall not adversely affect the interests of the
-------
holders of the Debentures then outstanding (it being understood, for purposes of
this  proviso, that transfer restrictions on Debentures substantially similar to
those  that  were  applicable  to  Capital  Securities  shall  not  be deemed to
materially  adversely  affect  the  holders  of  the  Debentures);

     (e)     to evidence and provide for the acceptance of appointment hereunder
by  a  successor  Trustee with respect to the Debentures 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;

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

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

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

     Any supplemental indenture authorized by the provisions of this Section 9.1
may  be  executed  by  the  Company  and  the Trustee without the consent of the
holders of any of the Debentures at the time outstanding, notwithstanding any of
the  provisions  of  Section  9.2.


                                       38
<PAGE>
     SECTION  9.2.     SUPPLEMENTAL  INDENTURES WITH CONSENT OF SECURITYHOLDERS.
                       ---------------------------------------------------------
With  the  consent  (evidenced as provided in Section 7.1) of the holders of not
less than a majority in aggregate principal amount of the Debentures at the time
outstanding  affected  by  such  supplemental indenture (voting as a class), the
Company, when authorized by a Board Resolution, and the Trustee may from time to
time  and  at any time enter into an indenture or indentures supplemental hereto
for  the  purpose  of  adding  any  provisions  to  or changing in any manner or
eliminating  any  of  the  provisions  of  this Indenture or of any supplemental
indenture  or  of  modifying  in  any  manner  the  rights of the holders of the
Debentures; provided, however, that no such supplemental indenture shall without
            --------  -------
the  consent  of  the  holders  of  each Debenture then outstanding and affected
thereby  (i) change the fixed maturity of any Debenture, or reduce the principal
amount  thereof or any premium thereon, or reduce the rate or extend the time of
payment  of interest thereon, or reduce any amount payable on redemption thereof
or  make the principal thereof or any interest or premium thereon payable in any
coin or currency other than that provided in the Debentures, or impair or affect
the  right of any Securityholder to institute suit for payment thereof or impair
the  right of repayment, if any, at the option of the holder, or (ii) reduce the
aforesaid  percentage of Debentures the holders of which are required to consent
to  any  such  supplemental  indenture;  provided  further, however, that if the
                                         --------  -------  -------
Debentures  are  held  by  a trust or a trustee of such trust, such supplemental
indenture  shall not be effective until the holders of a majority in Liquidation
Amount  of Trust Securities shall have consented to such supplemental indenture;
provided  further,  however,  that  if the consent of the Securityholder of each
--------  -------   -------
outstanding  Debenture  is  required,  such  supplemental indenture shall not be
effective until each holder of the Trust Securities shall have consented to such
supplemental  indenture.

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

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

     It shall not be necessary for the consent of the Securityholders under this
Section  9.2  to  approve  the  particular  form  of  any  proposed supplemental
indenture,  but  it  shall  be  sufficient  if  such  consent  shall approve the
substance  thereof.

     SECTION  9.3.     EFFECT  OF  SUPPLEMENTAL  INDENTURES. Upon the execution
                       -------------------------------------
of  any  supplemental  indenture  pursuant to the provisions of this Article IX,
this  Indenture  shall be and be deemed to be modified and amended in accordance
therewith  and the respective rights, limitations of rights, obligations, duties
and  immunities under this Indenture of the Trustee, the Company and the holders
of  Debentures  shall thereafter be determined, exercised and enforced hereunder
subject  in  all respects to such modifications and amendments and all the terms
and  conditions  of any such supplemental indenture shall be and be deemed to be
part  of  the  terms  and conditions of this Indenture for any and all purposes.

     SECTION  9.4.     NOTATION  ON  DEBENTURES. Debentures  authenticated  and
                       -------------------------
delivered  after  the  execution  of  any supplemental indenture pursuant to the
provisions  of this Article IX may bear a notation as to any matter provided for
in  such  supplemental  indenture.  If  the  Company  or  the  Trustee  shall so
determine, new Debentures so modified as to conform, in the opinion of the Board
of  Directors  of  the


                                       39
<PAGE>
Company,  to  any  modification  of  this  Indenture  contained  in  any  such
supplemental  indenture  may  be  prepared  and  executed  by  the  Company,
authenticated  by  the  Trustee  or  the  Authenticating  Agent and delivered in
exchange  for  the  Debentures  then  outstanding.

     SECTION  9.5.     EVIDENCE  OF  COMPLIANCE  OF SUPPLEMENTAL INDENTURE TO BE
                       ---------------------------------------------------------
FURNISHED  TO  TRUSTEE. The  Trustee,  subject to the provisions of Sections 6.1
-----------------------
and  6.2,  shall, in addition to the documents required by Section 14.6, receive
an  Officers'  Certificate and an Opinion of Counsel as conclusive evidence that
any  supplemental  indenture  executed  pursuant  hereto  complies  with  the
requirements of this Article IX. The Trustee shall receive an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant to this
Article  IX  is  authorized  or permitted by, and conforms to, the terms of this
Article  IX  and  that it is proper for the Trustee under the provisions of this
Article  IX  to  join  in  the  execution  thereof.

                                   ARTICLE X.
                            REDEMPTION OF SECURITIES
                            ------------------------

     SECTION  10.1.     OPTIONAL  REDEMPTION. The  Company shall have the right
                        ---------------------
(subject to the receipt by the Company of prior approval (i) if the Company is a
bank  holding  company,  from  the  Federal  Reserve,  if  then  required  under
applicable  capital guidelines or policies of the Federal Reserve or (ii) if the
Company  is  a  savings and loan holding company, from the OTS, if then required
under  applicable  capital  guidelines  or  policies  of  the OTS) to redeem the
Debentures,  in  whole  or  in part, but in all cases in a principal amount with
integral  multiples  of  $1,000.00, on any Interest Payment Date on or after the
Interest  Payment  Date  in  September  2011  (the  "Redemption Date"),  at  the
                                                     ---------------
Redemption  Price.

     SECTION  10.2.     SPECIAL  EVENT  REDEMPTION. If  a  Special  Event shall
                        ---------------------------
occur  and  be  continuing,  the  Company  shall  have the right (subject to the
receipt  by  the  Company of prior approval (i) if the Company is a bank holding
company,  from  the  Federal  Reserve, if then required under applicable capital
guidelines  or  policies  of  the  Federal  Reserve  or (ii) if the Company is a
savings  and  loan  holding  company,  from  the  OTS,  if  then  required under
applicable  capital  guidelines or policies of the OTS) to redeem the Debentures
in  whole,  but  not  in  part,  at  any  Interest Payment Date, within 120 days
following  the  occurrence  of  such  Special  Event  (the  "Special  Redemption
                                                              ------------------
Date")  at the Special Redemption Price.  If the Special Event redemption occurs
----
prior  to the Interest Payment Date in September 2011, the Company shall appoint
a  Quotation  Agent, which shall be a designee of the Institutional Trustee, for
the  purpose of performing the services contemplated in, or by reference in, the
definition  of  Special  Redemption  Price.  Any error in the calculation of the
Special  Redemption Price by the Quotation Agent or the Trustee may be corrected
at  any  time  by  notice  delivered  to  the  Company  and  the  holders of the
Debentures.  Subject to the corrective rights set forth above, all certificates,
communications, opinions, determinations, calculations, quotations and decisions
given,  expressed,  made or obtained for the purposes of the provisions relating
to the payment and calculation of the Special Redemption Price on the Debentures
by the Trustee or the Quotation Agent, as the case may be, shall (in the absence
of  willful  default,  bad  faith  or  manifest  error) be final, conclusive and
binding on the holders of the Debentures and the Company, and no liability shall
attach  (except  as  provided  above)  to  the Trustee or the Quotation Agent in
connection  with the exercise or non-exercise by any of them of their respective
powers,  duties  and  discretion.

     SECTION  10.3.     NOTICE  OF  REDEMPTION;  SELECTION  OF  DEBENTURES.
                        ---------------------------------------------------
In case the Company shall desire to exercise the right to redeem all, or, as the
case may be, any part of the Debentures, it shall cause to be mailed a notice of
such  redemption  at  least 30 and not more than 60 days prior to the Redemption
Date  or  the  Special  Redemption  Date  to  the holders of Debentures so to be
redeemed as a whole or in part at their last addresses as the same appear on the
Debenture  Register.  Such  mailing  shall be by first class mail. The notice if
mailed in the manner herein provided shall be conclusively presumed to have been


                                       40
<PAGE>
duly  given,  whether  or  not  the  holder  receives such notice.  In any case,
failure to give such notice by mail or any defect in the notice to the holder of
any  Debenture  designated for redemption as a whole or in part shall not affect
the  validity  of  the  proceedings  for  the redemption of any other Debenture.

     Each  such  notice of redemption shall specify the CUSIP number, if any, of
the  Debentures  to  be  redeemed, the Redemption Date or the Special Redemption
Date,  as  applicable,  the Redemption Price or the Special Redemption Price, as
applicable,  at  which  Debentures  are  to  be redeemed, the place or places of
payment,  that  payment  will  be  made  upon presentation and surrender of such
Debentures,  that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on  the  portions thereof to be redeemed will cease to accrue.  If less than all
the  Debentures  are  to  be redeemed the notice of redemption shall specify the
numbers  of  the  Debentures  to  be redeemed.  In case the Debentures are to be
redeemed  in  part only, the notice of redemption shall state the portion of the
principal  amount  thereof  to be redeemed and shall state that on and after the
date  fixed for redemption, upon surrender of such Debenture, a new Debenture or
Debentures  in  principal amount equal to the unredeemed portion thereof will be
issued.

     Prior  to  10:00  a.m. New York City time on the Redemption Date or Special
Redemption  Date,  as  applicable,  the Company will deposit with the Trustee or
with  one  or  more paying agents an amount of money sufficient to redeem on the
Redemption  Date  or  the  Special  Redemption  Date,  as  applicable,  all  the
Debentures  so  called  for  redemption  at  the appropriate Redemption Price or
Special  Redemption  Price.

     If  all,  or  less than all, the Debentures are to be redeemed, the Company
will  give  the  Trustee  notice  not  less  than  45  nor  more  than  60 days,
respectively,  prior  to  the  Redemption  Date  or  Special Redemption Date, as
applicable,  as  to  the aggregate principal amount of Debentures to be redeemed
and  the Trustee shall select, in such manner as in its sole discretion it shall
deem  appropriate  and  fair,  the  Debentures  or portions thereof (in integral
multiples  of  $1,000.00)  to  be  redeemed.

     SECTION  10.4.     PAYMENT  OF  DEBENTURES  CALLED  FOR  REDEMPTION. If
                        -------------------------------------------------
notice  of redemption has been given as provided in Section 10.3, the Debentures
or portions of Debentures with respect to which such notice has been given shall
become  due  and  payable  on the Redemption Date or Special Redemption Date, as
applicable,  and  at the place or places stated in such notice at the applicable
Redemption  Price or Special Redemption Price and on and after said date (unless
the  Company  shall  default in the payment of such Debentures at the Redemption
Price  or Special Redemption Price, as applicable) interest on the Debentures or
portions  of  Debentures  so  called  for  redemption  shall cease to accrue. On
presentation and surrender of such Debentures at a place of payment specified in
said notice, such Debentures or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price or Special Redemption
Price.

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

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

     SECTION  11.1.     COMPANY  MAY  CONSOLIDATE,  ETC.,  ON  CERTAIN  TERMS.
                        ------------------------------------------------------
Nothing  contained  in  this  Indenture  or  in the Debentures shall prevent any
consolidation or merger of the Company with or into any other Person (whether or
not  affiliated  with  the  Company)  or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or parties, or
shall  prevent  any  sale,  conveyance,  transfer  or  other  disposition of the
property  of  the  Company  or  its  successor  or  successors


                                       41
<PAGE>
as an entirety, or substantially as an entirety, to any other Person (whether or
not  affiliated  with the Company, or its successor or successors) authorized to
acquire  and  operate  the  same;  provided,  however,  that  the Company hereby
                                   --------   -------
covenants  and  agrees  that,  upon  any  such  consolidation, merger (where the
Company  is  not the surviving corporation), sale, conveyance, transfer or other
disposition,  the  due and punctual payment of the principal of (and premium, if
any)  and  interest  on  all  of  the Debentures in accordance with their terms,
according to their tenor, and the due and punctual performance and observance of
all  the  covenants  and conditions of this Indenture to be kept or performed by
the  Company,  shall be expressly assumed by supplemental indenture satisfactory
in  form  to  the  Trustee  executed  and delivered to the Trustee by the entity
formed  by such consolidation, or into which the Company shall have been merged,
or  by  the  entity  which  shall  have  acquired  such  property.

     SECTION  11.2.     SUCCESSOR  ENTITY TO BE SUBSTITUTED. In case of any such
                        ------------------------------------
consolidation,  merger, sale, conveyance, transfer or other disposition and upon
the  assumption by the successor entity, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance and observance of all of the
covenants  and  conditions  of this Indenture to be performed or observed by the
Company,  such  successor  entity  shall  succeed  to and be substituted for the
Company, with the same effect as if it had been named herein as the Company, and
thereupon  the  predecessor entity shall be relieved of any further liability or
obligation hereunder or upon the Debentures. Such successor entity thereupon may
cause  to be signed, and may issue in its own name, any or all of the Debentures
issuable  hereunder  which theretofore shall not have been signed by the Company
and delivered to the Trustee or the Authenticating Agent; and, upon the order of
such  successor  entity  instead  of  the  Company and subject to all the terms,
conditions  and  limitations  in  this  Indenture prescribed, the Trustee or the
Authenticating  Agent  shall  authenticate  and  deliver  any  Debentures  which
previously  shall have been signed and delivered by the officers of the Company,
to  the  Trustee  or  the  Authenticating  Agent  for  authentication,  and  any
Debentures  which  such successor entity thereafter shall cause to be signed and
delivered  to  the Trustee or the Authenticating Agent for that purpose. All the
Debentures  so issued shall in all respects have the same legal rank and benefit
under  this  Indenture  as  the  Debentures  theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debentures had
been  issued  at  the  date  of  the  execution  hereof.

     SECTION  11.3.     OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The  Trustee,
                        ------------------------------------------
subject to the provisions of Sections 6.1 and 6.2, shall receive, in addition to
the  Opinion  of  Counsel  required  by  Section  9.5,  an Opinion of Counsel as
conclusive  evidence  that any consolidation, merger, sale, conveyance, transfer
or  other disposition, and any assumption, permitted or required by the terms of
this  Article  XI  complies  with  the  provisions  of  this  Article  XI.

                                  ARTICLE XII.
                     SATISFACTION AND DISCHARGE OF INDENTURE
                     ---------------------------------------

     SECTION  12.1.     DISCHARGE  OF  INDENTURE. When
                        -------------------------

     (a)  the Company  shall  deliver  to  the  Trustee  for  cancellation  all
          Debentures  theretofore authenticated (other than any Debentures which
          shall  have  been  destroyed, lost or stolen and which shall have been
          replaced  or  paid  as  provided  in  Section 2.6) and not theretofore
          canceled,  or

     (b)  all the  Debentures  not  theretofore  canceled  or  delivered  to the
          Trustee  for cancellation shall have become due and payable, or are by
          their  terms  to  become  due  and  payable within 1 year or are to be
          called for redemption within 1 year under arrangements satisfactory to
          the  Trustee  for  the giving of notice of redemption, and the Company
          shall  deposit  with  the  Trustee,  in  trust,  funds, which shall be
          immediately  due  and  payable,


                                       42
<PAGE>
          sufficient  to  pay  at  maturity  or  upon  redemption  all  of  the
          Debentures (other than any Debentures which shall have been destroyed,
          lost  or stolen and which shall have been replaced or paid as provided
          in  Section  2.6) not theretofore canceled or delivered to the Trustee
          for  cancellation,  including  principal  and  premium,  if  any,  and
          interest  due  or to become due to such date of maturity or redemption
          date,  as  the  case may be, but excluding, however, the amount of any
          moneys  for  the  payment  of  principal  of,  and premium, if any, or
          interest  on  the  Debentures (1) theretofore repaid to the Company in
          accordance  with  the  provisions  of Section 12.4, or (2) paid to any
          state  or  to  the  District  of  Columbia  pursuant  to its unclaimed
          property  or  similar  laws,

and if in the case of either clause (a) or clause (b) the Company shall also pay
or  cause  to be paid all other sums payable hereunder by the Company, then this
Indenture  shall  cease  to  be  of  further effect except for the provisions of
Sections  2.5,  2.6,  2.8,  3.1,  3.2,  3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
survive  until  such  Debentures shall mature and be paid.  Thereafter, Sections
6.6  and  12.4  shall  survive,  and  the  Trustee,  on  demand  of  the Company
accompanied  by an Officers' Certificate and an Opinion of Counsel, each stating
that  all  conditions precedent herein provided for relating to the satisfaction
and  discharge  of  this  Indenture have been complied with, and at the cost and
expense  of  the  Company,  shall  execute  proper  instruments  acknowledging
satisfaction of and discharging this Indenture.  The Company agrees to reimburse
the  Trustee  for  any  costs  or  expenses  thereafter  reasonably and properly
incurred  by  the  Trustee  in connection with this Indenture or the Debentures.

     SECTION  12.2.     DEPOSITED  MONEYS  TO  BE  HELD  IN  TRUST  BY  TRUSTEE.
                        --------------------------------------------------------
Subject to the provisions of Section 12.4, all moneys deposited with the Trustee
pursuant  to  Section  12.1  shall  be  held  in trust in a non-interest bearing
account  and applied by it to the payment, either directly or through any paying
agent  (including the Company if acting as its own paying agent), to the holders
of  the  particular  Debentures  for  the payment of which such moneys have been
deposited  with  the  Trustee,  of  all  sums  due and to become due thereon for
principal,  and  premium,  if  any,  and  interest.

     SECTION  12.3.     PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction
                        ----------------------------------
and  discharge of this Indenture all moneys then held by any paying agent of the
Debentures (other than the Trustee) shall, upon demand of the Company, be repaid
to  it or paid to the Trustee, and thereupon such paying agent shall be released
from  all  further  liability  with  respect  to  such  moneys.

     SECTION  12.4.     RETURN OF UNCLAIMED MONEYS. Any  moneys  deposited  with
                        ---------------------------
or  paid to the Trustee or any paying agent for payment of the principal of, and
premium,  if  any,  or  interest  on  Debentures  and  not applied but remaining
unclaimed by the holders of Debentures for 2 years after the date upon which the
principal  of,  and premium, if any, or interest on such Debentures, as the case
may  be,  shall  have  become  due  and  payable,  shall,  subject to applicable
escheatment  laws,  be repaid to the Company by the Trustee or such paying agent
on written demand; and the holder of any of the Debentures shall thereafter look
only  to  the  Company  for  any  payment  which  such holder may be entitled to
collect,  and  all liability of the Trustee or such paying agent with respect to
such  moneys  shall  thereupon  cease.

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

     SECTION  13.1.     INDENTURE  AND  DEBENTURES SOLELY CORPORATE OBLIGATIONS.
                        --------------------------------------------------------
No  recourse for the payment of the principal of or premium, if any, or interest
on  any  Debenture,  or  for  any  claim  based  thereon or otherwise in respect
thereof,  and no recourse under or upon any obligation, covenant or agreement of
the  Company  in this Indenture or in any supplemental indenture, or in any such
Debenture,  or  because of the creation of any indebtedness represented thereby,
shall  be  had  against  any  incorporator,  stockholder,  employee,  officer or
director,  as  such, past, present or future, of the Company or of any successor
Person  of  the  Company,  either  directly  or  through  the  Company  or  any


                                       43
<PAGE>
successor  Person of the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise,
it being expressly understood that all such liability is hereby expressly waived
and  released  as  a  condition of, and as a consideration for, the execution of
this  Indenture  and  the  issue  of  the  Debentures.

                                  ARTICLE XIV.
                            MISCELLANEOUS PROVISIONS
                            ------------------------

     SECTION  14.1.     SUCCESSORS. All  the covenants, stipulations, promises
                        -----------
and  agreements  of  the Company in this Indenture shall bind its successors and
assigns  whether  so  expressed  or  not.

     SECTION  14.2.     OFFICIAL  ACTS  BY  SUCCESSOR  ENTITY. Any  act  or
                        --------------------------------------
proceeding  by any provision of this Indenture authorized or required to be done
or  performed by any board, committee or officer of the Company shall and may be
done  and  performed  with  like  force and effect by the like board, committee,
officer  or  other authorized Person of any entity that shall at the time be the
lawful  successor  of  the  Company.

     SECTION  14.3.     SURRENDER  OF  COMPANY POWERS. The Company by instrument
                        ------------------------------
in  writing  executed  by authority of at least 2/3 (two-thirds) of its Board of
Directors  and delivered to the Trustee may surrender any of the powers reserved
to  the  Company and thereupon such power so surrendered shall terminate both as
to  the  Company,  and  as  to  any  permitted  successor.

     SECTION  14.4.     ADDRESSES  FOR  NOTICES,  ETC. Any  notice,  consent,
                        ------------------------------
direction,  request,  authorization,  waiver or demand which by any provision of
this  Indenture  is required or permitted to be given, made, furnished or served
by  the  Trustee  or by the Securityholders on or to the Company may be given or
served  in writing by being deposited postage prepaid by registered or certified
mail  in  a  post office letter box addressed (until another address is filed by
the  Company,  with the Trustee for the purpose) to the Company, One Rockefeller
Plaza, 4th Floor, New York, New York 10020, Attention: John Arvonio. Any notice,
consent,  direction,  request,  authorization,  waiver  or  demand  by  any
Securityholder  or  the  Company  to or upon the Trustee shall be deemed to have
been  sufficiently  given or made, for all purposes, if given or made in writing
at  the  office  of  the Trustee, addressed to the Trustee, Rodney Square North,
1100  North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate
Trust  Administration.  Any  notice, consent, direction, request, authorization,
waiver  or  demand  on  or  to  any  Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
address  set  forth  in  the  Debenture  Register.

     SECTION  14.5.     GOVERNING  LAW. This  Indenture and each Debenture shall
                        ---------------
be  deemed to be a contract made under the law of the State of New York, and for
all  purposes  shall  be governed by and construed in accordance with the law of
said  State,  without  regard  to  conflict  of  laws  principles  thereof.

     SECTION  14.6.     EVIDENCE  OF  COMPLIANCE  WITH  CONDITIONS  PRECEDENT.
                        ------------------------------------------------------
Upon  any application or demand by the Company to the Trustee to take any action
under  any of the provisions of this Indenture, the Company shall furnish to the
Trustee  an Officers' Certificate stating that in the opinion of the signers all
conditions  precedent,  if  any,  provided for in this Indenture relating to the
proposed  action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

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


                                       44
<PAGE>
opinions  contained  in  such  certificate or opinion are based; (3) a statement
that,  in  the  opinion  of  such  person,  he  has  made  such  examination  or
investigation as is necessary to enable him to express an informed opinion as to
whether  or  not  such  covenant  or condition has been complied with; and (4) a
statement  as to whether or not in the opinion of such person, such condition or
covenant  has  been  complied  with.

     SECTION  14.7.     TABLE OF CONTENTS, HEADINGS, ETC. The table of  contents
                        ---------------------------------
and  the titles and headings of the articles and sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof,  and  shall  in no way modify or restrict any of the terms or provisions
hereof.

     SECTION  14.8.     EXECUTION  IN  COUNTERPARTS.  This  Indenture  may  be
                        ----------------------------
executed  in any number of counterparts, each of which shall be an original, but
such  counterparts  shall  together  constitute but one and the same instrument.

     SECTION  14.9.     SEPARABILITY. In case any one or more of the provisions
                        -------------
contained in this Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or  unenforceability  shall not affect any other provisions of this Indenture or
of such Debentures, but this Indenture and such Debentures shall be construed as
if  such  invalid or illegal or unenforceable provision had never been contained
herein  or  therein.

     SECTION  14.10.     ASSIGNMENT.  The  Company  will  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  will remain liable for all such
obligations. Subject to the foregoing, this Indenture is binding upon and inures
to  the  benefit  of  the  parties  hereto  and  their respective successors and
assigns.  This  Indenture  may  not otherwise be assigned by the parties hereto.

     SECTION  14.11.     ACKNOWLEDGMENT  OF  RIGHTS. The  Company  agrees that,
                         ---------------------------
with respect to any Debentures held by the Trust or the Institutional Trustee of
the Trust, if the Institutional Trustee of the Trust fails to enforce its rights
under  this  Indenture  as  the  holder of Debentures held as the assets of such
Trust  after  the  holders  of  a  majority in Liquidation Amount of the Capital
Securities  of  such Trust have so directed such Institutional Trustee, a holder
of  record  of  such  Capital Securities may, to the fullest extent permitted by
law,  institute  legal  proceedings directly against the Company to enforce such
Institutional  Trustee's  rights  under this Indenture without first instituting
any  legal proceedings against such trustee or any other Person. Notwithstanding
the  foregoing,  if  an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay interest (or premium,
if any) or principal on the Debentures on the date such interest (or premium, if
any)  or  principal  is  otherwise payable (or in the case of redemption, on the
redemption  date),  the  Company  agrees  that  a  holder  of  record of Capital
Securities  of the Trust may directly institute a proceeding against the Company
for  enforcement  of  payment  to  such  holder directly of the principal of (or
premium,  if  any)  or  interest on the Debentures having an aggregate principal
amount  equal  to  the aggregate Liquidation Amount of the Capital Securities of
such  holder  on  or  after the respective due date specified in the Debentures.

                                   ARTICLE XV.
                           SUBORDINATION OF DEBENTURES
                           ---------------------------

     SECTION  15.1.     AGREEMENT  TO  SUBORDINATE. The  Company  covenants  and
                        ---------------------------
agrees,  and  each  holder  of  Debentures  by  such Securityholder's acceptance
thereof  likewise  covenants  and  agrees,  that  all Debentures shall be issued
subject  to  the  provisions of this Article XV; and each holder of a Debenture,
whether  upon original issue or upon transfer or assignment thereof, accepts and
agrees  to  be  bound  by  such  provisions.


                                       45
<PAGE>
     The  payment  by  the Company of the principal of, and premium, if any, and
interest  on  all  Debentures shall, to the extent and in the manner hereinafter
set  forth,  be subordinated and junior in right of payment to the prior payment
in  full  of  all Senior Indebtedness of the Company, whether outstanding at the
date  of  this  Indenture  or  thereafter  incurred; provided, however, that the
                                                     --------  -------
Debentures  shall  rank  pari passu in right of payment with the Company's:  (1)
Junior  Subordinated Deferrable Interest Debentures due December 18, 2031 issued
pursuant  to  an  Indenture  dated  as  of  December 18, 2001 by and between the
Company  and  State  Street  Bank  and  Trust  of  Connecticut  N.A.; (2) Junior
Subordinated  Deferrable  Interest  Debentures  due  September  17,  2033 issued
pursuant  to  an  Indenture  dated  as  of September 17, 2003 by and between the
Company  and  U.S. Bank National Association; (3) Junior Subordinated Deferrable
Interest  Debentures due March 17, 2034 issued pursuant to an Indenture dated as
of March 17, 2004 by and between the Company and U.S. Bank National Association;
and  (4)  Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures
due September 20, 2034 issued pursuant to an Indenture dated as of September 20,
2004  by  and  between  the  Company  and  Wilmington  Trust  Company.

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

     SECTION  15.2.     DEFAULT  ON SENIOR INDEBTEDNESS. In the event and during
                        --------------------------------
the  continuation  of  any  default  by the Company in the payment of principal,
premium,  interest  or  any  other payment due on any Senior Indebtedness of the
Company  following  any  grace  period, or in the event that the maturity of any
Senior Indebtedness of the Company has been accelerated because of a default and
such  acceleration  has  not  been  rescinded  or  canceled  and  such  Senior
Indebtedness  has  not been paid in full, then, in either case, no payment shall
be  made by the Company with respect to the principal (including redemption) of,
or  premium,  if  any,  or  interest  on  the  Debentures.

     In  the  event  that,  notwithstanding  the foregoing, any payment shall be
received  by  the  Trustee  when  such  payment  is  prohibited by the preceding
paragraph  of this Section 15.2, such payment shall, subject to Section 15.7, be
held  in  trust  for the benefit of, and shall be paid over or delivered to, the
holders  of  Senior  Indebtedness or their respective representatives, or to the
trustee  or  trustees  under  any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only  to  the  extent  that  the  holders  of  the Senior Indebtedness (or their
representative  or  representatives  or a trustee) notify the Trustee in writing
within  90  days of such payment of the amounts then due and owing on the Senior
Indebtedness  and only the amounts specified in such notice to the Trustee shall
be  paid  to  the  holders  of  Senior  Indebtedness.

     SECTION  15.3.     LIQUIDATION,  DISSOLUTION,  BANKRUPTCY. Upon any payment
                        ---------------------------------------
by  the  Company  or  distribution  of  assets  of  the  Company  of any kind or
character,  whether  in  cash,  property  or  securities,  to creditors upon any
dissolution  or  winding-up  or  liquidation  or  reorganization of the Company,
whether  voluntary  or involuntary or in bankruptcy, insolvency, receivership or
other  proceedings,  all amounts due upon all Senior Indebtedness of the Company
shall  first  be  paid  in  full,  or  payment  thereof provided for in money in
accordance with its terms, before any payment is made by the Company, on account
of  the  principal (and premium, if any) or interest on the Debentures. Upon any
such  dissolution or winding-up or liquidation or reorganization, any payment by
the  Company, or distribution of assets of the Company of any kind or character,
whether  in  cash,  property  or securities, to which the Securityholders or the
Trustee would be entitled to receive from the Company, except for the provisions
of this Article XV, shall be paid by the Company, or by any receiver, trustee in
bankruptcy,  liquidating  trustee,  agent or other Person making such payment or
distribution,  or  by the Securityholders or by the Trustee under this Indenture
if  received  by them or it, directly to the holders of Senior Indebtedness (pro
rata  to  such  holders  on  the  basis  of  the  respective  amounts  of Senior
Indebtedness  held  by  such  holders,  as  calculated  by the Company) or their
representative  or  representatives,  or  to  the  trustee or trustees under any
indenture  pursuant to which any instruments evidencing such Senior Indebtedness
may  have  been  issued,


                                       46
<PAGE>
as  their  respective  interests may appear, to the extent necessary to pay such
Senior  Indebtedness  in full, in money or money's worth, after giving effect to
any  concurrent  payment  or  distribution  to or for the holders of such Senior
Indebtedness,  before any payment or distribution is made to the Securityholders
or  to  the  Trustee.

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

     For  purposes  of this Article XV, the words "cash, property or securities"
shall  not be deemed to include shares of stock of the Company as reorganized or
readjusted,  or  securities of the Company or any other corporation provided for
by  a  plan  of  reorganization  or  readjustment,  the  payment  of  which  is
subordinated  at least to the extent provided in this Article XV with respect to
the  Debentures  to the payment of all Senior Indebtedness, that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii)  the rights of the holders of such Senior Indebtedness are not, without the
consent  of  such  holders, altered by such reorganization or readjustment.  The
consolidation  of  the  Company with, or the merger of the Company into, another
corporation  or  the  liquidation  or  dissolution  of the Company following the
conveyance  or  transfer  of its property as an entirety, or substantially as an
entirety,  to  another corporation upon the terms and conditions provided for in
Article  XI  of  this  Indenture  shall not be deemed a dissolution, winding-up,
liquidation  or  reorganization  for  the purposes of this Section if such other
corporation  shall,  as  a  part  of  such  consolidation, merger, conveyance or
transfer,  comply  with  the  conditions stated in Article XI of this Indenture.
Nothing in Section 15.2 or in this Section shall apply to claims of, or payments
to,  the  Trustee  under  or  pursuant  to  Section  6.6  of  this  Indenture.

     SECTION  15.4.     SUBROGATION. Subject  to  the  payment  in  full  of all
                        ------------
Senior  Indebtedness,  the  Securityholders shall be subrogated to the rights of
the  holders of such Senior Indebtedness to receive payments or distributions of
cash,  property  or  securities  of  the  Company,  applicable  to  such  Senior
Indebtedness  until  the  principal of (and premium, if any) and interest on the
Debentures  shall  be  paid  in  full.  For the purposes of such subrogation, no
payments  or  distributions  to  the  holders of such Senior Indebtedness of any
cash,  property  or securities to which the Securityholders or the Trustee would
be  entitled  except  for the provisions of this Article XV, and no payment over
pursuant  to  the  provisions  of  this  Article XV to or for the benefit of the
holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as
between  the Company, its creditors other than holders of Senior Indebtedness of
the  Company,  and  the  holders  of the Debentures be deemed to be a payment or
distribution  by the Company to or on account of such Senior Indebtedness. It is
understood  that  the  provisions of this Article XV are and are intended solely
for  the  purposes  of  defining  the  relative  rights  of  the  holders of the
Securities, on the one hand, and the holders of such Senior Indebtedness, on the
other  hand.

     Nothing  contained  in this Article XV or elsewhere in this Indenture or in
the  Debentures  is  intended  to  or  shall impair, as between the Company, its
creditors  other than the holders of Senior Indebtedness, and the holders of the
Debentures,  the obligation of the Company, which is absolute and unconditional,
to  pay  to the holders of the Debentures the principal of (and premium, if any)
and  interest


                                       47
<PAGE>
on  the  Debentures  as  and  when  the  same  shall  become  due and payable in
accordance  with  their  terms,  or  is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, other than
the holders of Senior Indebtedness, nor shall anything herein or therein prevent
the  Trustee  or  the  holder  of  any  Debenture  from  exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to  the  rights,  if  any,  under  this Article XV of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company, received
upon  the  exercise  of  any  such  remedy.

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

     SECTION  15.5.     TRUSTEE TO EFFECTUATE SUBORDINATION. Each Securityholder
                        ------------------------------------
by  such  Securityholder's acceptance thereof authorizes and directs the Trustee
on  such  Securityholder's  behalf  to  take  such action as may be necessary or
appropriate  to  effectuate  the  subordination  provided in this Article XV and
appoints the Trustee such Securityholder's attorney-in-fact for any and all such
purposes.

     SECTION  15.6.     NOTICE  BY  THE  COMPANY. The  Company shall give prompt
                        -------------------------
written  notice  to a Responsible Officer of the Trustee at the Principal Office
of  the  Trustee of any fact known to the Company that would prohibit the making
of  any  payment  of  monies  to  or by the Trustee in respect of the Debentures
pursuant to the provisions of this Article XV. Notwithstanding the provisions of
this  Article XV 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
Debentures  pursuant  to  the  provisions of this Article XV, unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have  received written notice thereof from the Company or a holder or holders of
Senior  Indebtedness or from any trustee therefor; and before the receipt of any
such  written  notice,  the  Trustee, subject to the provisions of Article VI of
this  Indenture,  shall be entitled in all respects to assume that no such facts
exist;  provided, however, that if theTrustee shall not have received the notice
        --------  -------
provided  for  in  this  Section at least 2 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  Debenture),  then, anything herein contained to the
contrary  notwithstanding,  the  Trustee  shall have full power and authority to
receive  such  money  and  to apply the same to the purposes for which they were
received,  and  shall  not be affected by any notice to the contrary that may be
received  by  it  within  2  Business  Days  prior  to  such  date.

     The  Trustee,  subject  to  the provisions of Article VI of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by  a  Person  representing  himself to be a holder of Senior Indebtedness (or a
trustee  or  representative  on  behalf  of such holder), to establish that such
notice  has  been  given by a holder of such Senior Indebtedness or a trustee or
representative  on  behalf of any such holder or holders.  In the event that the
Trustee  determines in good faith that further evidence is required with respect
to  the  right  of  any  Person  as  a  holder  of  such  Senior Indebtedness to
participate  in  any  payment  or  distribution pursuant to this Article XV, the
Trustee  may  request  such  Person  to  furnish  evidence  to  the  reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such  Person, the extent to which such Person is entitled to participate in such
payment  or  distribution


                                       48
<PAGE>
and  any  other  facts pertinent to the rights of such Person under this Article
XV, and, if such evidence is not furnished, the Trustee may defer any payment to
such  Person  pending  judicial  determination as to the right of such Person to
receive  such  payment.

     SECTION  15.7.     RIGHTS  OF  THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.
                        --------------------------------------------------------
The  Trustee  in its individual capacity shall be entitled to all the rights set
forth  in this Article XV in respect of any Senior Indebtedness at any time held
by  it,  to  the  same  extent  as  any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

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

     Nothing  in  this  Article XV shall apply to claims of, or payments to, the
Trustee  under  or  pursuant  to  Section  6.6.

     SECTION  15.8.     SUBORDINATION  MAY  NOT  BE  IMPAIRED. No  right  of any
                        --------------------------------------
present  or future holder of any Senior Indebtedness to enforce subordination as
herein  provided  shall  at any time in any way be prejudiced or impaired by any
act  or  failure  to act on the part of the Company, or by any act or failure to
act,  in good faith, by any such holder, or by any noncompliance by the Company,
with  the  terms,  provisions and covenants of this Indenture, regardless of any
knowledge  thereof  that  any such holder may have or otherwise be charged with.

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

                     Signatures appear on the following page

                                       49
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Indenture to be
duly  executed by their respective officers thereunto duly authorized, as of the
day  and  year  first  above  written.

                                        INTERVEST BANCSHARES CORPORATION


                                        By   /s/ Lowell S. Dansker
                                           -------------------------------------
                                             Name: Lowell S. Dansker
                                             Title: Chairman


                                        WILMINGTON TRUST COMPANY, as Trustee


                                        By  /s/ Michele C. Harra
                                           -------------------------------------
                                             Name: Michele C. Harra
                                             Title: Financial Services Officer


                                       50
<PAGE>
                                    EXHIBIT A

 FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                           [FORM OF FACE OF SECURITY]

     THIS  SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY
THE  UNITED  STATES  OR  ANY  AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE
FEDERAL  DEPOSIT  INSURANCE  CORPORATION.

     THIS  SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  ANY  STATE  SECURITIES  LAWS  OR  ANY  OTHER
APPLICABLE  SECURITIES  LAW.  NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN  MAY  BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF  IN  THE ABSENCE OF SUCH REGISTRATION OR
UNLESS  SUCH  TRANSACTION  IS  EXEMPT  FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE  HOLDER  OF  THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE  TRANSFER  THIS  SECURITY  ONLY  (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION  STATEMENT  THAT  HAS  BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT,  (C)  TO  A  PERSON  WHOM  THE  SELLER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER  IN  A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH  RULE  144A,  (D)  TO  A  NON-U.S.  PERSON  IN  AN  OFFSHORE TRANSACTION IN
ACCORDANCE  WITH  RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF  SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY  FOR  ITS  OWN  ACCOUNT,  OR  FOR  THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED  INVESTOR,  FOR  INVESTMENT  PURPOSES  AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR  (F)  PURSUANT  TO  ANY  OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR  TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

     THE  HOLDER  OF  THIS  SECURITY  BY  ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN  OR  ARRANGEMENT  SUBJECT TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT  OF  1974, AS AMENDED ("ERISA"),  OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A  "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER  OR  HOLDER  IS  ELIGIBLE  FOR  EXEMPTIVE  RELIEF AVAILABLE UNDER U.S.
DEPARTMENT  OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1  OR  84-14  OR  ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
THIS  SECURITY  IS  NOT  PROHIBITED  BY


                                      A-1
<PAGE>
SECTION  406  OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE
OR  HOLDING.  ANY  PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN
WILL  BE  DEEMED  TO  HAVE  REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT
EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3)
OF  ERISA,  OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
OR  OTHER  PERSON  ACTING  ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY
OTHER  PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
FINANCE  SUCH  PURCHASE,  OR  (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED
TRANSACTION  UNDER  SECTION  406  OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
THERE  IS  NO  APPLICABLE  STATUTORY  OR  ADMINISTRATIVE  EXEMPTION.

     THIS  SECURITY  WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN  AGGREGATE  PRINCIPAL  AMOUNT  OF  NOT LESS THAN $100,000.00 AND MULTIPLES OF
$1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK
HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO
BE  VOID  AND  OF  NO  LEGAL  EFFECT  WHATSOEVER.

     THE  HOLDER  OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

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

      Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                        Intervest Bancshares Corporation

                               September 21, 2006

     Intervest  Bancshares  Corporation,  a  Delaware corporation (the "Company"
which  term  includes  any  successor  Person  under  the  Indenture hereinafter
referred  to),  for  value received promises to pay to Wilmington Trust Company,
not in its individual capacity but solely as Institutional Trustee for Intervest
Statutory Trust V (the "Holder") or registered assigns, the principal sum of ten
million  three  hundred  ten  thousand  dollars ($10,310,000.00) on December 15,
2036, and to pay interest on said principal sum from September 21, 2006, or from
the  most  recent Interest Payment Date (as defined below) to which interest has
been  paid  or  duly  provided  for, quarterly (subject to deferral as set forth
herein)  in  arrears  on March 15, June 15, September 15 and December 15 of each
year or if such day is not a Business Day, then the next succeeding Business Day
(each  such date, an "Interest Payment Date") (it being understood that interest
accrues for any such non-Business Day during the applicable Distribution Period,
beginning  on  or  after September 15, 2011), commencing on the Interest Payment
Date  in  December  2006,  at  an  annual  rate equal to 6.83% beginning on (and
including)  the  date  of  original  issuance  and ending on (but excluding) the
Interest  Payment  Date  in  September  2011  and  at  an  annual  rate for each
successive  period  beginning  on  (and  including) the Interest Payment Date in
September  2011,  and  each succeeding Interest Payment Date, and ending on (but
excluding)  the  next  succeeding  Interest  Payment  Date (each a "Distribution
Period"), equal to 3-Month LIBOR, determined as described below, plus 1.65% (the
"Coupon  Rate"),  applied  to  the  principal amount hereof, until the principal
hereof  is  paid  or duly provided for or made available for payment, and on any
overdue  principal  and  (without  duplication  and  to  the


<PAGE>
extent that payment of such interest is enforceable under applicable law) on any
overdue  installment of interest (including Additional Interest) at the Interest
Rate  in effect for each applicable period, compounded quarterly, from the dates
such  amounts  are  due  until they are paid or made available for payment.  The
amount  of  interest  payable  (i)  for any Distribution Period commencing on or
after  the  date  of  original  issuance but before the Interest Payment Date in
September  2011 will be computed on the basis of a 360-day year of twelve 30-day
months,  and (ii) for the Distribution Period commencing on the Interest Payment
Date  in September 2011 and each succeeding Distribution Period will be computed
on  the  basis of the actual number of days in the Distribution Period concerned
divided  by  360.  The  interest  installment so payable, and punctually paid or
duly  provided  for,  on  any  Interest  Payment  Date  will, as provided in the
Indenture,  be  paid  to the Person in whose name this Debenture (or one or more
Predecessor  Securities)  is  registered at the close of business on the regular
record  date for such interest installment, which shall be fifteen Business Days
prior  to  the day on which the relevant Interest Payment Date occurs.  Any such
interest installment not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such regular record date and may be paid to
the  Person in whose name this Debenture (or one or more Predecessor Securities)
is  registered  at  the  close  of  business  on  a  special  record  date.

     "3-Month LIBOR" as used herein, means the London interbank offered interest
rate  for  three-month  U.S.  dollar  deposits  determined by the Trustee in the
following order of priority:  (i) the rate (expressed as a percentage per annum)
for  U.S. dollar deposits having a three-month maturity that appears on Telerate
Page  3750  as  of  11:00  a.m.  (London time) on the related Determination Date
("Telerate  Page  3750"  means  the  display  designated  as  "Page 3750" on the
Moneyline  Telerate  Service or such other page as may replace Page 3750 on that
service  or  such  other  service or services as may be nominated by the British
Bankers'  Association  as  the  information vendor for the purpose of displaying
London  interbank  offered  rates  for  U.S. dollar deposits); (ii) if such rate
cannot be identified on the related Determination Date, the Trustee will request
the  principal  London  offices  of  four  leading banks in the London interbank
market  to  provide such banks' offered quotations (expressed as percentages per
annum)  to  prime  banks in the London interbank market for U.S. dollar deposits
having  a  three-month  maturity  as  of  11:00  a.m.  (London  time)  on  such
Determination Date.  If at least two quotations are provided, 3-Month LIBOR will
be  the  arithmetic  mean  of  such  quotations;  (iii)  if  fewer than two such
quotations  are  provided  as  requested  in clause (ii) above, the Trustee will
request four major New York City banks to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S.
dollars  as of 11:00 a.m. (London time) on such Determination Date.  If at least
two  such  quotations are provided, 3-Month LIBOR will be the arithmetic mean of
such  quotations;  and  (iv)  if  fewer than two such quotations are provided as
requested  in  clause  (iii)  above,  3-Month  LIBOR  will  be  a  3-Month LIBOR
determined  with  respect  to the Distribution Period immediately preceding such
current  Distribution  Period.  If  the  rate  for U.S. dollar deposits having a
three-month  maturity  that  initially appears on Telerate Page 3750 as of 11:00
a.m.  (London  time)  on  the  related  Determination  Date is superseded on the
Telerate  Page  3750  by  a  corrected  rate by 12:00 noon (London time) on such
Determination  Date, then the corrected rate as so substituted on the applicable
page  will be the applicable 3-Month LIBOR for such Determination Date.  As used
herein,  "Determination  Date"  means  the  date that is two London Banking Days
(i.e.,  a  business  day  in  which  dealings  in  deposits  in U.S. dollars are
transacted  in  the  London  interbank market) preceding the commencement of the
relevant  Distribution  Period.

     The  Interest  Rate  for  any Distribution Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified
by  United  States  law.

     All  percentages  resulting from any calculations on the Debentures will be
rounded,  if  necessary,  to  the nearest one hundred-thousandth of a percentage
point,  with  five  one-millionths  of  a percentage point rounded upward (e.g.,
9.876545%  (or  .09876545)  being  rounded  to  9.87655%  (or .0987655), and all


<PAGE>
dollar amounts used in or resulting from such calculation will be rounded to the
nearest  cent  (with  one-half  cent  being  rounded  upward)).

     The  principal  of  and  interest on this Debenture shall be payable at the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained  for  that  purpose  in  any coin or currency of the United States of
America  that  at  the time of payment is legal tender for payment of public and
private  debts; provided, however, that payment of interest may be made by check
                --------  -------
mailed to the registered holder at such address as shall appear in the Debenture
Register  if  a request for a wire transfer by such holder has not been received
by the Company or by wire transfer to an account appropriately designated by the
holder  hereof.  Notwithstanding  the  foregoing,  so long as the holder of this
Debenture  is  the  Institutional  Trustee,  the payment of the principal of and
interest  on  this Debenture will be made in immediately available funds at such
place  and  to  such  account  as  may  be  designated  by  the  Trustee.

     So long as no Acceleration Event of Default has occurred and is continuing,
the  Company  shall  have  the  right, from time to time, and without causing an
Event  of  Default, to defer payments of interest on the Debentures by extending
the  interest payment period on the Debentures at any time and from time to time
during  the  term  of the Debentures, for up to 20 consecutive quarterly periods
(each  such  extended  interest  payment  period, an "Extension Period"), during
which  Extension Period no interest (including Additional Interest) shall be due
and  payable  (except  any  Additional  Sums  that  may be due and payable).  No
Extension  Period may end on a date other than an Interest Payment Date.  During
an  Extension  Period,  interest  will continue to accrue on the Debentures, and
interest  on  such  accrued  interest will accrue at an annual rate equal to the
Interest Rate in effect for such Extension Period, compounded quarterly from the
date such interest would have been payable were it not for the Extension Period,
to  the extent permitted by law (such interest referred to herein as "Additional
Interest").  At  the  end of any such Extension Period the Company shall pay all
interest  then  accrued  and  unpaid on the Debentures (together with Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
                   --------  -------
the  Maturity  Date;  provided  further, however, that during any such Extension
                      --------  -------  -------
Period,  the  Company  shall not and shall not permit any Affiliate to engage in
any  of  the activities or transactions described on the reverse side hereof and
in the Indenture.  Prior to the termination of any Extension Period, the Company
may further extend such period, provided that such period together with all such
previous  and  further  consecutive  extensions  thereof  shall  not  exceed  20
consecutive  quarterly  periods,  or  extend beyond the Maturity Date.  Upon the
termination  of  any  Extension  Period  and upon the payment of all accrued and
unpaid  interest  and  Additional  Interest,  the  Company  may  commence  a new
Extension  Period,  subject  to  the  foregoing  requirements.  No  interest  or
Additional  Interest shall be due and payable during an Extension Period, except
at  the  end thereof, but each installment of interest that would otherwise have
been  due  and  payable  during  such  Extension  Period  shall  bear Additional
Interest.  The  Company must give the Trustee notice of its election to begin or
extend  an  Extension  Period by the close of business at least 15 Business Days
prior  to  the  Interest  Payment  Date  with  respect  to which interest on the
Debentures  would  have  been payable except for the election to begin or extend
such  Extension  Period.

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


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

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


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

                                        INTERVEST BANCSHARES CORPORATION


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

                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

                                        WILMINGTON TRUST COMPANY, as Trustee


                                        By:
                                           -------------------------------------
                                            Authorized  Officer


<PAGE>
                         [FORM OF REVERSE OF DEBENTURE]

     This  Debenture  is  one  of  the  fixed/floating  rate junior subordinated
deferrable  interest debentures of the Company, all issued or to be issued under
and  pursuant to the Indenture dated as of September 21, 2006 (the "Indenture"),
duly  executed  and  delivered  between  the  Company  and the Trustee, to which
Indenture  reference is hereby made for a description of the rights, limitations
of  rights,  obligations,  duties  and immunities thereunder of the Trustee, the
Company  and  the  holders  of  the  Debentures.  The  Debentures are limited in
aggregate  principal  amount  as  specified  in  the  Indenture.

     Upon  the  occurrence  and  continuation  of  a  Special Event prior to the
Interest  Payment  Date  in  September 2011, the Company shall have the right to
redeem  the  Debentures in whole, but not in part, at any Interest Payment Date,
within  120  days following the occurrence of such Special Event, at the Special
Redemption  Price.

     In  addition, the Company shall have the right to redeem the Debentures, in
whole or in part, but in all cases in a principal amount with integral multiples
of $1,000.00, on any Interest Payment Date on or after the Interest Payment Date
in  September  2011,  at  the  Redemption  Price.

     Prior  to  10:00  a.m. New York City time on the Redemption Date or Special
Redemption  Date,  as  applicable,  the Company will deposit with the Trustee or
with  one  or  more paying agents an amount of money sufficient to redeem on the
Redemption  Date  or  the  Special  Redemption  Date,  as  applicable,  all  the
Debentures  so  called  for  redemption  at  the appropriate Redemption Price or
Special  Redemption  Price.

     If  all,  or  less than all, the Debentures are to be redeemed, the Company
will  give  the  Trustee  notice  not  less  than  45  nor  more  than  60 days,
respectively,  prior  to  the  Redemption  Date  or  Special Redemption Date, as
applicable,  as  to  the aggregate principal amount of Debentures to be redeemed
and  the Trustee shall select, in such manner as in its sole discretion it shall
deem  appropriate  and  fair,  the  Debentures  or portions thereof (in integral
multiples  of  $1,000.00)  to  be  redeemed.

     Notwithstanding  the foregoing, any redemption of Debentures by the Company
shall  be  subject  to the receipt of any and all required regulatory approvals.

     In  case  an  Acceleration  Event  of  Default  shall  have occurred and be
continuing,  upon  demand of the Trustee, the principal of all of the Debentures
shall  become  due and payable in the manner, with the effect and subject to the
conditions  provided  in  the  Indenture.

     The  Indenture  contains provisions permitting the Company and the Trustee,
with  the  consent  of  the  holders  of  not  less than a majority in aggregate
principal  amount  of  the  Debentures  at  the  time  outstanding,  to  execute
supplemental  indentures for the purpose of adding any provisions to or changing
in  any  manner or eliminating any of the provisions of this Indenture or of any
supplemental  indenture  or of modifying in any manner the rights of the holders
of  the Debentures; provided, however, that no such supplemental indenture shall
                    --------  -------
without  the  consent  of  the  holders  of  each Debenture then outstanding and
affected  thereby  (i) change the fixed maturity of any Debenture, or reduce the
principal  amount  thereof  or any premium thereon, or reduce the rate or extend
the  time  of  payment  of  interest  thereon,  or  reduce any amount payable on
redemption  thereof  or  make  the  principal thereof or any interest or premium
thereon  payable  in  any  coin  or  currency  other  than  that provided in the
Debentures,  or  impair  or  affect the right of any Securityholder to institute
suit for payment thereof or impair the right of repayment, if any, at the option
of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders
of  which  are  required  to  consent  to  any  such  supplemental  indenture.


<PAGE>
     The Indenture also contains provisions permitting the holders of a majority
in  aggregate  principal  amount  of  the  Debentures at the time outstanding on
behalf  of  the  holders  of  all  of  the  Debentures  to  waive (or modify any
previously  granted  waiver  of)  any  past default or Event of Default, and its
consequences,  except  a default (a) in the payment of principal of, premium, if
any,  or  interest  on  any  of  the  Debentures, (b) in respect of covenants or
provisions  hereof  or  of  the  Indenture  which  cannot be modified or amended
without  the consent of the holder of each Debenture affected, or (c) in respect
of  the  covenants contained in Section 3.9 of the Indenture; provided, however,
                                                              --------  -------
that  if  the  Debentures are held by the Trust or a trustee of such trust, such
waiver  or  modification to such waiver shall not be effective until the holders
of  a majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further, that
                                                         --------  -------
if  the  consent  of  the holder of each outstanding Debenture is required, such
waiver  shall  not be effective until each holder of the Trust Securities of the
Trust  shall  have  consented to such waiver.  Upon any such waiver, the default
covered  thereby  shall  be deemed to be cured for all purposes of the Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall  extend  to  any subsequent or other default or Event of Default or impair
any  right  consequent  thereon.  Whenever  any  default  or  Event  of  Default
hereunder  shall have been waived as permitted by the Indenture, said default or
Event  of  Default shall for all purposes of the Debentures and the Indenture be
deemed  to  have  been  cured  and  to  be  not  continuing.

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

     The Company has agreed that if Debentures are initially issued to the Trust
or  a  trustee of such Trust in connection with the issuance of Trust Securities
by  the  Trust  (regardless  of  whether  Debentures continue to be held by such
Trust)  and (i) there shall have occurred and be continuing an Event of Default,
(ii)  the  Company  shall  be  in  default  with  respect  to its payment of any
obligations  under  the Capital Securities Guarantee, or (iii) the Company shall
have  given  notice  of  its  election  to  defer  payments  of  interest on the
Debentures  by extending the interest payment period as provided herein and such
Extension  Period,  or  any  extension  thereof,  shall  be continuing, then the
Company  shall  not,  and  shall  not allow any Affiliate of the Company to, (x)
declare  or pay any dividends or distributions on, or redeem, purchase, acquire,
or  make  a  liquidation  payment  with respect to, any of the Company's capital
stock  or  its  Affiliates'  capital  stock (other than payments of dividends or
distributions to the Company) or make any guarantee payments with respect to the
foregoing  or  (y)  make  any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company or any
Affiliate that rank pari passu in all respects with or junior in interest to the
Debentures  (other  than,  with  respect  to  clauses  (x)  and  (y) above,  (1)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company  in  connection  with  any  employment  contract,  benefit plan or other
similar  arrangement with or for the benefit of one or more employees, officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase  plan or in connection with the issuance of capital
stock  of  the  Company  (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to  the  applicable Extension Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock  of  a subsidiary of the Company) for any class or series of the Company's
capital  stock  or  of any class or series of the Company's indebtedness for any
class  or  series of the Company's capital stock, (3) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of  such  capital stock or the security being converted or
exchanged,  (4)  any  declaration  of  a  dividend  in  connection  with  any
stockholders'  rights  plan,  or the issuance of rights, stock or other property
under  any  stockholders' rights plan, or the redemption or repurchase of rights
pursuant  thereto,  (5)  any dividend in the form of stock, warrants, options or
other  rights  where  the


<PAGE>
dividend  stock or the stock issuable upon exercise of such warrants, options or
other  rights  is  the same stock as that on which the dividend is being paid or
ranks  pari  passu with or junior to such stock and any cash payments in lieu of
fractional  shares  issued  in  connection  therewith, or (6) payments under the
Capital  Securities  Guarantee).

     The  Debentures  are issuable only in registered, certificated form without
coupons  and  in  minimum  denominations  of  $100,000.00  and  any  multiple of
$1,000.00  in  excess  thereof.  As provided in the Indenture and subject to the
transfer  restrictions  and  limitations  as may be contained herein and therein
from  time  to  time, this Debenture is transferable by the holder hereof on the
Debenture  Register  of  the  Company.  Upon due presentment for registration of
transfer  of  any  Debenture  at  the  Principal Office of the Trustee or at any
office  or  agency  of  the  Company  maintained for such purpose as provided in
Section  3.2  of  the  Indenture,  the Company shall execute, the Company or the
Trustee  shall  register  and  the  Trustee  or  the  Authenticating Agent shall
authenticate  and  make  available for delivery in the name of the transferee or
transferees  a  new  Debenture  for  a  like  aggregate  principal  amount.  All
Debentures  presented  for  registration  of transfer or for exchange or payment
shall (if so required by the Company or the Trustee or the Authenticating Agent)
be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer  in  form  satisfactory  to,  the  Company  and  the  Trustee  or  the
Authenticating Agent duly executed by the holder or his attorney duly authorized
in writing.  No service charge shall be made for any exchange or registration of
transfer  of Debentures, but the Company or the Trustee may require payment of a
sum  sufficient  to  cover any tax, fee or other governmental charge that may be
imposed  in  connection  therewith.

     Prior to due presentment for registration of transfer of any Debenture, the
Company,  the  Trustee, any Authenticating Agent, any paying agent, any transfer
agent  and  any  Debenture  registrar  may  deem  the  Person in whose name such
Debenture  shall  be registered upon the Debenture Register to be, and may treat
him  as,  the  absolute  owner  of such Debenture (whether or not such Debenture
shall  be  overdue) for the purpose of receiving payment of or on account of the
principal  of, premium, if any, and interest on such Debenture and for all other
purposes;  and  neither the Company nor the Trustee nor any Authenticating Agent
nor any paying agent nor any transfer agent nor any Debenture registrar shall be
affected by any notice to the contrary.  All such payments so made to any holder
for  the  time being or upon his order shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable  upon  any  such  Debenture.

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

     Capitalized  terms  used  and  not defined in this Debenture shall have the
meanings  assigned in the Indenture dated as of the date of original issuance of
this  Debenture  between  the  Trustee  and  the  Company.

     THE  INDENTURE  AND  THE  DEBENTURES  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW  PRINCIPLES  THEREOF.


<PAGE>
                                    EXHIBIT B

                         FORM OF CERTIFICATE TO TRUSTEE

     Pursuant  to  Section  3.5  of  the  Indenture between Intervest Bancshares
Corporation,  as  the  Company (the "Company"), and Wilmington Trust Company, as
Trustee,  dated  as  of  September  21,  2006 (the "Indenture"), the undersigned
hereby  certifies  as  follows:

     1.   In my capacity  as  an  officer  of  the  Company,  I  would  normally
          have  knowledge  of  any default by the Company during the last fiscal
          year  in  the performance of any covenants of the Company contained in
          the  Indenture.

     2.   [To  my knowledge, the Company is not in default in the performance of
          any  covenants  contained  in  the  Indenture.

          OR,  ALTERNATIVELY:

          I  am  aware  of the default(s) in the performance of covenants in the
          Indentures,  as  specified  below.]

     Capitalized  terms  used herein, and not otherwise defined herein, have the
respective  meanings  ascribed  thereto  in  the  Indenture.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Certificate.

Date:


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                                        Name:
                                        Title:


                                      B-1