JUNIOR SUBORDINATED INDENTURE


                                     Between


                          FLORIDA COMMUNITY BANKS, INC.
                                  (as Company)

                                       and


                            WILMINGTON TRUST COMPANY
                                  (as Trustee)




                            dated as of June 21, 2002







<PAGE>




                              FCBI CAPITAL TRUST I
         Certain Sections of this Junior Subordinated Indenture relating
                       to Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

<TABLE>
Trust Indenture                                                                                   Junior Subordinated
Act Section                                                                                         Indenture Section
<CAPTION>


<S>     <C>            <C>                                                                                  <C>
Section 310         (a)(1)...................................................................................6.9
                    (a)(2)...................................................................................6.9
                    (a)(3)........................................................................Not Applicable
                    (a)(4)........................................................................Not Applicable
                    (a)(5)...................................................................................6.9
                    (b)................................................................................6.8, 6.10
Section 311         (a).....................................................................................6.13
                    (b).....................................................................................6.13
                    (b)(2)................................................................................7.3(a)
Section 312         (a)..............................................................................7.1, 7.2(a)
                    (b)...................................................................................7.2(b)
                    (c)...................................................................................7.2(c)
Section 313         (a)...................................................................................7.3(a)
                    (a)(4)................................................................................7.3(a)
                    (b)...................................................................................7.3(b)
                    (c)...................................................................................7.3(a)
                    (d)...................................................................................7.3(c)
Section 314         (a)......................................................................................7.4
                    (b)......................................................................................7.4
                    (c)(1)...................................................................................1.2
                    (c)(2)...................................................................................1.2
                    (c)(3)........................................................................Not Applicable
                    (e)......................................................................................1.2
Section 315         (a)...................................................................................6.1(a)
                    (b).................................................................................6.2, 7.3
                    (c)...................................................................................6.1(b)
                    (d)...................................................................................6.1(c)
                    (e).....................................................................................5.14
Section 316         (a).....................................................................................5.12
                    (a)(1)(A)...............................................................................5.12
                    (a)(1)(B)...............................................................................5.13
                    (a)(2)........................................................................Not Applicable
                    (b)......................................................................................5.8
                    (c)...................................................................................1.4(f)
Section 317         (a)(1)...................................................................................5.3
                    (a)(2)...................................................................................5.4
<PAGE>
                    (b).....................................................................................10.3
Section 318         (a)......................................................................................1.7

<FN>
Note:This  reconciliation and tie shall not, for any purpose,  be deemed to be a
     part of the Indenture.
</FN>
</TABLE>


<PAGE>


<TABLE>
                                TABLE OF CONTENTS
<CAPTION>

<S>      <C>                                                                                                     <C>
 SECTION 1.1.              Definitions............................................................................1
 SECTION 1.2.              Compliance Certificate and Opinions...................................................11
 SECTION 1.3.              Forms of Documents Delivered to Trustee...............................................12
 SECTION 1.4.              Acts of Holders.......................................................................12
 SECTION 1.5.              Notices, Etc. to Trustee and Company..................................................15
 SECTION 1.6.              Notice to Holders; Waiver.............................................................15
 SECTION 1.7.              Conflict with Trust Indenture Act.....................................................15
 SECTION 1.8.              Effect of Headings and Table of Contents..............................................16
 SECTION 1.9.              Successors and Assigns................................................................16
 SECTION 1.10.             Separability Clause...................................................................16
 SECTION 1.11.             Benefits of Indenture.................................................................16
 SECTION 1.12.             Governing Law.........................................................................16
 SECTION 1.13.             Non-Business Days.....................................................................16

ARTICLE II                 SECURITY FORMS........................................................................17

 SECTION 2.1.              Forms Generally.......................................................................17
 SECTION 2.2.              Form of Face of Security..............................................................17
 SECTION 2.3.              Additional Provisions Required in Global Security.....................................18
 SECTION 2.4.              Form of Trustee's Certificate of Authentication.......................................18

ARTICLE III                THE SECURITIES........................................................................18

 SECTION 3.1.              Title and Terms.......................................................................18
 SECTION 3.2.              Denominations.........................................................................22
 SECTION 3.3.              Execution, Authentication, Delivery and Dating........................................22
 SECTION 3.4.              Temporary Securities..................................................................23
 SECTION 3.5.              Global Securities.....................................................................24
 SECTION 3.6.              Registration, Transfer and Exchange Generally; Certain Transfers and Exchanges........25
 SECTION 3.7.              Mutilated, Lost and Stolen Securities.................................................27
 SECTION 3.8.              Payment of Interest and Additional Interest; Interest Rights Preserved................28
 SECTION 3.9.              Persons Deemed Owners.................................................................29
 SECTION 3.10.             Cancellation..........................................................................30
 SECTION 3.11.             Computation of Interest...............................................................30
 SECTION 3.12.             Deferrals of Interest Payment Dates...................................................30
 SECTION 3.13.             Right of Set-Off......................................................................31
 SECTION 3.14.             Agreed Tax Treatment..................................................................32
 SECTION 3.15.             Shortening or Extension of Stated Maturity............................................32
 SECTION 3.16.             CUSIP Numbers.........................................................................32

ARTICLE IV                 SATISFACTION AND DISCHARGE............................................................32

 SECTION 4.1.              Satisfaction and Discharge of Indenture...............................................32
 SECTION 4.2                Application of Trust Money...........................................................34

ARTICLE V                  REMEDIES..............................................................................34

 SECTION 5.1.              Events of Default.....................................................................34
 SECTION 5.2.              Acceleration of Maturity; Rescission and Annulment....................................35
 SECTION 5.3.              Collection of Indebtedness and Suits for Enforcement by Trustee.......................37
 SECTION 5.4.              Trustee May File Proofs of Claim......................................................37
 SECTION 5.5.              Trustee May Enforce Claim Without Possession of Securities............................38
 SECTION 5.6                Application of Money Collected.......................................................38
 SECTION 5.7                Limitation on Suits..................................................................39
 SECTION 5.8.              Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct
                           Action by Holders of Capital Securities...............................................40
 SECTION 5.9.              Restoration of Rights and Remedies....................................................40
 SECTION 5.10.             Rights and Remedies Cumulative........................................................40
 SECTION 5.11.             Delay or Omission Not Waiver..........................................................40
 SECTION 5.12.             Control by Holders....................................................................41
 SECTION 5.13.             Waiver of Past Defaults...............................................................41
 SECTION 5.14.             Undertaking for Costs.................................................................42
 SECTION 5.15.             Waiver of Usury, Stay or Extension Laws...............................................42

ARTICLE VI                 THE TRUSTEE...........................................................................43
<PAGE>

 SECTION 6.1.              Certain Duties and Responsibilities...................................................43
 SECTION 6.2.              Notice of Defaults....................................................................44
 SECTION 6.3.              Certain Rights of Trustee.............................................................44
 SECTION 6.4.              Not Responsible for Recitals or Issuance of Securities................................45
 SECTION 6.5.              May Hold Securities...................................................................45
 SECTION 6.6.               Money Held in Trust..................................................................45
 SECTION 6.7.              Compensation and Reimbursement........................................................46
 SECTION 6.8.              Disqualification; Conflicting Interests...............................................47
 SECTION 6.9.              Corporate Trustee Required; Eligibility...............................................47
 SECTION 6.10.             Resignation and Removal; Appointment of Successor.....................................47
 SECTION 6.11.             Acceptance of Appointment by Successor................................................49
 SECTION 6.12.             Merger, Conversion, Consolidation or Succession to Business...........................50
 SECTION 6.13.             Preferential Collection of Claims Against Company.....................................50
 SECTION 6.14.             Appointment of Authenticating Agent...................................................50

ARTICLE VII                HOLDER'S LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY.......................53

 SECTION 7.1.              Company to Furnish Trustee Names and Addresses of Holders.............................53
 SECTION 7.2.              Preservation of Information; Communications to Holders................................53
 SECTION 7.3.              Reports by Trustee and Paying Agent...................................................53
 SECTION 7.4.              Reports by Company....................................................................54
<PAGE>

ARTICLE VIII               CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..................................54

 SECTION 8.1.              Company May Consolidate, Etc., Only on Certain Terms..................................54
 SECTION 8.2.              Successor Company Substituted.........................................................55

ARTICLE IX                 SUPPLEMENTAL INDENTURES...............................................................56

 SECTION 9.1.              Supplemental Indentures Without Consent of Holders....................................56
 SECTION 9.2.              Supplemental Indentures with Consent of Holders.......................................57
 SECTION 9.3.              Execution of Supplemental Indentures..................................................58
 SECTION 9.4.              Effect of Supplemental Indentures.....................................................59
 SECTION 9.5.              Conformity with Trust Indenture Act...................................................59
 SECTION 9.6.              Reference in Securities to Supplemental Indentures....................................59

ARTICLE X                  COVENANTS.............................................................................59

 SECTION 10.1.             Payment of Principal, Premium and Interest............................................59
 SECTION 10.2.             Maintenance of Office or Agency.......................................................59
 SECTION 10.3.             Money for Security Payments to be Held in Trust.......................................60
 SECTION 10.4.             Statement as to Compliance............................................................61
 SECTION 10.5.             Waiver of Certain Covenants...........................................................62
 SECTION 10.6.             Additional Sums.......................................................................62
 SECTION 10.7.             Additional Covenants..................................................................62
 SECTION 10.8.             Furnishing Annual Information.........................................................63

ARTICLE XI                 REDEMPTION OF SECURITIES..............................................................64

 SECTION 11.1.             Applicability of This Article.........................................................64
 SECTION 11.2.             Election to Redeem; Notice to Trustee.................................................64
 SECTION 11.3.             Selection of Securities to be Redeemed................................................64
 SECTION 11.4.             Notice of Redemption..................................................................65
 SECTION 11.5.             Deposit of Redemption Price...........................................................66
 SECTION 11.6.             Payment of Securities Called for Redemption...........................................66
 SECTION 11.7.             Right of Redemption of Securities Initially Issued to an Issuer Trust.................67

ARTICLE XII                SINKING FUNDS.........................................................................67


ARTICLE XIII               SUBORDINATION OF SECURITIES...........................................................67

 SECTION 13.1.             Securities Subordinate to Senior Indebtedness.........................................67
 SECTION 13.2.             No Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon
                           Dissolution, Etc......................................................................68
 SECTION 13.3.             Payment Permitted If No Default.......................................................70
 SECTION 13.4.             Subrogation to Rights of Holders of Senior Indebtedness; Etc..........................70
 SECTION 13.5.             Provisions Solely to Define Relative Rights...........................................70

<PAGE>

 SECTION 13.6.             Trustee to Effectuate Subordination...................................................71
 SECTION 13.7.             No Waiver of Subordination Provisions.................................................71
 SECTION 13.8.             Notice to Trustee.....................................................................71
 SECTION 13.9.             Reliance on Judicial Order or Certificate of Liquidating Agent........................72
 SECTION 13.10.            Trustee Not Fiduciary for Holders of Senior Indebtedness..............................72
 SECTION 13.11.            Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights..73
 SECTION 13.12.            Article Applicable to Paying Agents...................................................73
 SECTION 13.13.            Certain Conversions or Exchanges Deemed Payment.......................................73
</TABLE>




<PAGE>


                          JUNIOR SUBORDINATED INDENTURE

     THIS JUNIOR SUBORDINATED  INDENTURE,  dated as of June 21, 2002, is between
FLORIDA COMMUNITY BANKS, INC., a Florida corporation (the "Company"), having its
principal  office at 1400 North  15th  Street,  Immokalee,  Florida  34142,  and
WILMINGTON TRUST COMPANY, as Trustee,  having its principal office at 1100 North
Market Street, Wilmington, Delaware 19890-0001 (the "Trustee").

                             RECITALS OF THE COMPANY

     The  Company  has  duly  authorized  the  execution  and  delivery  of this
Indenture to provide for the issuance from time to time of its unsecured  junior
subordinated  debt  securities  in one or more  series  (hereinafter  called the
"Securities")  of  substantially  the  tenor  hereinafter  provided,   including
Securities  issued to evidence  loans made to the Company from the proceeds from
the issuance from time to time by one or more  business  trusts (each an "Issuer
Trust") of undivided preferred beneficial interests in the assets of such Issuer
Trusts (the "Capital  Securities")  and undivided common interests in the assets
of such Issuer  Trusts  (the  "Common  Securities"  and,  collectively  with the
Capital  Securities,  the  "Trust  Securities"),  and to  provide  the terms and
conditions  upon  which  the  Securities  are to be  authenticated,  issued  and
delivered; and

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

                    NOW THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the  Holders (as such term is defined in Section  1.1  hereof)  thereof,  the
parties hereto,  intending to be legally bound, mutually covenant and agree, for
the equal and  proportionate  benefit of all Holders of the Securities or of any
series thereof, as follows:

                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.1. Definitions.

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

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

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

                                      -1-
<PAGE>

     (3) The words "include,"  "includes" and "including"  shall be deemed to be
     followed by the phrase "without limitation";

     (4) All  accounting  terms not otherwise  defined  herein have the meanings
     assigned  to  them  in  accordance  with  generally   accepted   accounting
     principles as in effect at the time of determination;

     (5) Whenever the context may require, any gender shall be deemed to include
     the other;

     (6) Unless the context otherwise requires, any reference to an "Article" or
     a "Section" refers to an Article or a Section,  as the case may be, of this
     Indenture; and

     (7) The words "hereby,"  "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.

     "Act" when used with  respect to any Holder has the  meaning  specified  in
Section 1.4(a).

     "Additional  Interest" means the interest, if any, that shall accrue on any
interest on the  Securities of any series the payment of which has not been made
on the applicable  Interest  Payment Date and which shall accrue at the rate per
annum  specified or  determined  as specified  in such  Security,  to the extent
permitted by applicable law.

     "Additional Sums" has the meaning specified in Section 10.6.

     "Additional   Taxes"  means  any   additional   taxes,   duties  and  other
governmental  charges to which an Issuer  Trust has become  subject from time to
time as a result of a Tax Event.

     "Administrator"  means,  in  respect  of  any  Issuer  Trust,  each  Person
appointed  in  accordance  with the  related  Trust  Agreement,  solely  in such
Person's capacity as Administrator of such Issuer Trust and not in such Person's
individual  capacity,  or  any  successor  Administrator  appointed  as  therein
provided.

     "Affiliate"  of any  specified  Person means any other  Person  directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

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

     "Applicable  Procedures" means, with respect to any transfer or transaction
involving  a Global  Security  or  beneficial  interest  therein,  the rules and
procedures  of the  Depositary  for such

                                      -2-
<PAGE>

Global Security,  in each case to the extent  applicable to such transaction and
as in effect from time to time.

     "Authenticating  Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to  authenticate  Securities  of
one or more series.

     "Bankruptcy  Code" means the United States  Bankruptcy Code, 11 U.S.C. 101,
et seq. as amended, and any successor provisions thereto.

     "Board of  Directors"  means the board of  directors  of the Company or the
Executive  Committee  of the board of  directors  of the  Company  (or any other
committee of the board of directors of the Company performing similar functions)
or, for  purposes  of this  Indenture,  a committee  designated  by the board of
directors of the Company (or such  committee),  comprised of two or more members
of the board of directors of the Company or officers of the Company, or both.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or any Assistant Secretary of the Company to have been duly adopted by the Board
of  Directors,  or such  committee  of the Board of Directors or officers of the
Company to which  authority to act on behalf of the Board of Directors  has been
delegated, 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 (i) a Saturday  or Sunday,  (ii) a
day on which banking  institutions in the City of New York, New York or the City
of Wilmington,  Delaware are authorized or required by law or executive order to
remain  closed,  or (iii) a day on  which  the  Corporate  Trust  Office  of the
Trustee,  or, with respect to the Securities of a series  initially issued to an
Issuer  Trust,  the  "Corporate  Trust  Office" (as defined in the related Trust
Agreement)  of the Property  Trustee or the Delaware  Trustee  under the related
Trust Agreement, is closed for business.

     "Capital Securities" has the meaning specified in the first recital of this
Indenture.

     "Capital Treatment Event" means, in respect of any Issuer Trust, receipt by
the Property Trustee of such Issuer Trust of an Opinion of Counsel,  experienced
in such matters and who may be counsel to the Company,  and determination by the
Company  that,  as a result of the  occurrence  of any  amendment  to, or change
(including  any  announced  prospective  change)  in,  the laws (or any rules or
regulations  thereunder)  of the  United  States  or any  political  subdivision
thereof  or  therein,   or  as  a  result  of  any  official  or  administrative
pronouncement  or  action  (including  any  action  taken in  connection  with a
regulatory  examination  or in  connection  with or as a result of any change in
regulatory  policy) or judicial  decision  interpreting or applying such laws or
regulations,  which  amendment  or change is  effective  or such  pronouncement,
action or  decision  is  announced  on or after the date of the  issuance of the
Capital  Securities  of such Issuer Trust,  there is more than an  insubstantial
risk that the  Company  will not be  entitled  to treat an  amount  equal to the
Liquidation  Amount of such Capital  Securities as "Tier 1 Capital" (or the then

                                      -3-
<PAGE>

equivalent  thereof) for purposes of the risk-based capital adequacy  guidelines
of the Board of Governors of the Federal Reserve  System,  as then in effect and
applicable to the Company.

     "Clearing  Agency" means an organization  registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry  transfers  and pledges of  securities  deposited  with the  Clearing
Agency.

     "Commission" means the United States Securities and Exchange Commission, or
any successor thereto.

     "Common  Securities" has the meaning specified in the first recital of this
Indenture.

     "Common Stock" means the Company's common stock, no par value.

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

     "Company  Request" and  "Company  Order"  mean,  respectively,  the written
request or order  signed in the name of the Company by its Chairman of the Board
of Directors,  any Vice  Chairman of the Board of Directors,  its President or a
Senior Vice President or Vice President, and by its Chief Financial Officer, its
Treasurer or an Assistant Treasurer, or its Secretary or an Assistant Secretary,
and delivered to the Trustee.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered.

     "Creditor" has the meaning specified in Section 6.7(c).

     "Defaulted Interest" has the meaning specified in Section 3.8.

     "Delaware  Trustee"  means,  with respect to any Issuer  Trust,  the Person
identified as the "Delaware  Trustee" in the related Trust Agreement,  solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and  not in its  individual  capacity,  or its  successor  in  interest  in such
capacity, or any successor Delaware trustee appointed as therein provided.

     "Depositary"  means,  with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities,  the
Person  designated  as  Depositary  by the Company  pursuant to Section 3.1 with
respect to such series (or any successor thereto).

                                      -4-
<PAGE>

     "Discount  Security"  means any security  that  provides for an amount less
than the principal  amount  thereof to be due and payable upon a declaration  of
acceleration of the Maturity thereof pursuant to Section 5.2.

     "Dollar" or "$" means the currency of the United States of America that, as
at the time of  payment,  is legal  tender for the payment of public and private
debts.

     "Entity" includes a bank, corporation,  partnership,  association, company,
limited liability company, joint-stock company or business trust.

     "Event  of  Default,"  unless  otherwise   specified  in  the  supplemental
indenture creating a series of Securities,  has the meaning specified in Article
V.

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

     "Expiration Date" has the meaning specified in Section 1.4(f).

     "Extension Period" has the meaning specified in Section 3.12.

     "Federal  Reserve"  means the Board of  Governors  of the  Federal  Reserve
System and its delegees.

     "Global  Security"  means a Security in the form  prescribed  in Article II
evidencing  all or part of a series of  Securities,  issued to the Depositary or
its nominee for such series,  and  registered in the name of such  Depositary or
its nominee.

     "Guarantee" means, with respect to any Issuer Trust, the obligations of the
Company under the Guarantee Agreement.

     "Guarantee Agreement" means any Guarantee Agreement executed by the Company
for the benefit of the Holders of the Capital  Securities  issued by each Issuer
Trust, as modified, amended or supplemented from time to time.

     "Holder"  means a Person in whose  name a  Security  is  registered  in the
Securities Register.

     "Indenture" means this instrument as originally  executed or as it may from
time to time be supplemented  or amended by one or more indentures  supplemental
hereto  entered  into  pursuant to the  applicable  provisions  hereof and shall
include  the  terms of each  particular  series  of  Securities  established  as
contemplated by Section 3.1.

     "Interest Payment Date" means, as to each series of Securities,  the Stated
Maturity of an installment of interest on such Securities.

                                      -5-
<PAGE>

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

     "Investment  Company  Event"  means the  receipt  by an Issuer  Trust of an
Opinion of Counsel (as defined in the relevant Trust  Agreement)  experienced in
such matters to the effect that,  as a result of the  occurrence  of a change in
law or  regulation or a 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  such  Issuer  Trust  is  or  will  be  considered  an
"investment  company"  that is required to be  registered  under the  Investment
Company  Act,  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 Capital Securities of such Issuer Trust.

     "Issuer  Trust"  has the  meaning  specified  in the first  recital of this
Indenture.

     "Liquidation  Amount"  shall have the meaning  assigned  in the  applicable
related Trust Agreement.

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

     "Notice of Default" means a written notice of the kind specified in Section
5.1(3).

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board of Directors,  Vice Chairman of the Board of  Directors,  Chief  Executive
Officer,  the  President  or any  Vice  President,  and by the  Chief  Financial
Officer, the Treasurer,  an Assistant  Treasurer,  the Secretary or an Assistant
Secretary,  of the Company,  and  delivered to the party  provided  herein.  Any
Officers'  Certificate  delivered with respect to compliance with a condition or
covenant  provided for in this Indenture (other than the  certificates  provided
pursuant to Section 10.4) shall include:

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

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

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

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

                                      -6-
<PAGE>

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Company or any Affiliate of the Company.

     "Original Issue Date" means the date of issuance  specified as such in each
Security.

     "Outstanding"  means,  when used in reference to any Securities,  as of the
date of determination,  all Securities  theretofore  authenticated and delivered
under this Indenture, except:

          (i) Securities theretofore canceled by the Trustee or delivered to the
          Trustee for cancellation;

          (ii)  Securities  for whose payment money in the necessary  amount has
          been  theretofore  deposited  with the Trustee or any Paying  Agent in
          trust for the Holders of such Securities; and

          (iii)  Securities  in  substitution  for or in  lieu  of  which  other
          Securities  have been  authenticated  and  delivered or that have been
          paid pursuant to Section 3.6, unless proof satisfactory to the Trustee
          is  presented  that any such  Securities  are held by Holders in whose
          hands such Securities are valid,  binding and legal obligations of the
          Company; provided,  however, in determining whether the Holders of the
          requisite  principal  amount of Outstanding  Securities have given any
          request, demand,  authorization,  direction, notice, consent or waiver
          hereunder,  Securities  owned by the Company or any other obligor upon
          the  Securities  or any Affiliate of the Company or such other obligor
          (other than the Issuer  Trust to which  Securities  of the  applicable
          series were initially  issued) shall be disregarded  and deemed not to
          be Outstanding,  except that, in determining whether the Trustee shall
          be protected in relying upon any such request, demand,  authorization,
          direction, notice, consent or waiver, only Securities that the Trustee
          knows to be so owned shall be so disregarded. Securities so owned that
          have been pledged in good faith may be regarded as  Outstanding if the
          pledgee  establishes to the  satisfaction of the Trustee the pledgee's
          right so to act with respect to such  Securities  and that the pledgee
          is not the Company or any other  obligor  upon the  Securities  or any
          Affiliate of the Company or such other obligor (other than such Issuer
          Trust).  Upon the written  request of the Trustee,  the Company  shall
          furnish to the Trustee promptly an Officers'  Certificate  listing and
          identifying all  Securities,  if any, known by the Company to be owned
          or held by or for the account of the Company,  or any other obligor on
          the  Securities or any Affiliate of the Company or such obligor (other
          than, for the avoidance of doubt, such Issuer Trust),  and, subject to
          the provisions of Section 6.1, the Trustee shall be entitled to accept
          such Officers' Certificate as conclusive evidence of the facts therein
          set forth and of the fact that all  Securities  not listed therein are
          Outstanding for the purpose of any such determination.

                                      -7-
<PAGE>

     "Paying Agent" means the Trustee or any Person authorized by the Company to
pay the  principal of (or premium,  if any) or interest on, or other  amounts in
respect of any Securities on behalf of the Company.

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

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of (and premium, if any) and interest on the
Securities of such series are payable pursuant to Section 3.1.

     "Predecessor  Security" of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same debt as that evidenced by such
particular  Security.  For  the  purposes  of  this  definition,   any  security
authenticated and delivered under Section 3.7 in lieu of a mutilated, destroyed,
lost or  stolen  Security  shall be  deemed  to  evidence  the same  debt as the
mutilated, destroyed, lost or stolen Security.

     "Principal  Subsidiary"  means (i) Florida  Community Bank, Inc., a Florida
corporation, (ii) any other subsidiary of the Company the consolidated assets of
which constitute 20% or more of the  consolidated  assets of the Company and its
consolidated subsidiaries,  (iii) any other subsidiary designated as a Principal
Subsidiary  pursuant  to a  Board  Resolution  and  set  forth  in an  Officers'
Certificate  delivered to the Trustee,  and (iv) any  subsidiary  of the Company
that owns, directly or indirectly,  any voting securities,  or options, warrants
or rights to  subscribe  for or purchase  voting  securities,  of any  Principal
Subsidiary under clause (i), (ii) or (iii), and in the case of clause (i), (ii),
(iii) or (iv), their respective  successors  (whether by consolidation,  merger,
conversion,   transfer  of  substantially  all  their  assets  and  business  or
otherwise) so long as any such successor is a banking subsidiary (in the case of
clause (i),  (ii) or (iii) or a  subsidiary  (in the case of clause (iv)) of the
Company.

     "Proceeding" has the meaning specified in Section 13.2.

     "Property  Trustee"  means,  with respect to any Issuer  Trust,  the Person
identified as the "Property  Trustee" in the related Trust Agreement,  solely in
its capacity as Property Trustee of such Issuer Trust under such Trust Agreement
and  not in its  individual  capacity,  or its  successor  in  interest  in such
capacity, or any successor property trustee appointed as therein provided.

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

     "Redemption  Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed  pursuant to this Indenture or the
terms of such Security.

     "Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the  Securities of a series  means,  unless  otherwise  provided
pursuant to Section 3.1

                                      -8-
<PAGE>

with  respect  to  Securities  of such  series,  the  close of  business  on the
fifteenth day of the month in which such Interest  Payment Date occurs  (whether
or not a Business Day).

     "Responsible  Officer,"  when used with  respect to the  Trustee  means any
officer assigned to the Corporate Trust Office, including any managing director,
vice  president,  principal,  assistant  vice  president,  assistant  treasurer,
assistant secretary or any other officer of the Trustee  customarily  performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Indenture, and also,
with respect to a particular  matter,  any other  officer to whom such matter is
referred  because  of such  officer's  knowledge  of and  familiarity  with  the
particular subject.

     "Restricted  Security" means all Securities  including those represented by
the  debenture  attached  hereto  as  Exhibit  A or  those  represented  by  the
Restricted Securities Certificate attached hereto as Exhibit B.

     "Restricted  Securities  Certificate" means a certificate  substantially in
the form set forth in Exhibit B.

     "Rights  Plan" means any plan of the Company  providing for the issuance by
the Company to all holders of its Common Stock, of rights  entitling the holders
thereof to  subscribe  for or purchase  shares of any class or series of capital
stock of the Company  which  rights (i) are deemed to be  transferred  with such
shares of such Common Stock, (ii) are not exercisable, and (iii) are also issued
in respect of future  issuances  of such  Common  Stock,  in each case until the
occurrence of a specified event or events.

     "Securities" or "Security"  means any debt securities or debt security,  as
the case may be, authenticated and delivered under this Indenture.

     "Securities Act" means the Securities Act of 1933, as modified,  amended or
supplemented from time to time.

     "Securities  Register"  and  "Securities  Registrar"  have  the  respective
meanings specified in Section 3.6(a).

     "Senior Indebtedness" means, whether recourse is to all or a portion of the
assets of the Company and whether or not contingent: (i) every obligation of the
Company for borrowed money;  (ii) every  obligation of the Company  evidenced by
bonds,  debentures,  notes or other similar instruments,  including  obligations
incurred in connection with the  acquisition of property,  assets or businesses;
(iii) every  reimbursement  obligation of the Company with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of the
Company;  (iv) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts  payable or
accrued  liabilities  arising in the  ordinary  course of  business);  (v) every
capital lease  obligation of the Company;  (vi) every  obligation of the Company
for claims (as defined in Section 101(4) of the  Bankruptcy  Code) in respect of
derivative  products  such as interest  and  foreign  exchange  rate  contracts,
commodity

                                      -9-
<PAGE>

contracts,  swaps, options,  caps, collars and similar  arrangements;  and (vii)
every  obligation of the type referred to in clauses (i) through (vi) of another
Person the payment of which the  Company has  guaranteed  or is  responsible  or
liable, directly or indirectly,  as obligor or otherwise.  "Senior Indebtedness"
excludes (i) any obligations which, by their terms, are expressly stated to rank
pari passu in right of payment  with,  or to not be superior in right of payment
to, the Junior  Subordinated  Debentures,  (ii) any  indebtedness of the Company
which when incurred and without respect to any election under Section 1111(b) of
the Bankruptcy Code was without recourse to the Company,  (iii) any indebtedness
of the Company to any of its  subsidiaries,  (iv)  indebtedness to any executive
officer or director of the Company,  or (v) any  indebtedness in respect of debt
securities issued to any trust, or a trustee of such trust, partnership or other
entity  affiliated with the Company that is a financing entity of the Company in
connection  with the issuance of such  financing  entity of securities  that are
similar to the Capital Securities.

     "Special  Record Date" for the payment of any  Defaulted  Interest  means a
date fixed by the Trustee pursuant to Section 3.8.

     "Stated   Maturity,"  when  used  with  respect  to  any  Security  or  any
installment of principal thereof or interest  thereon,  means the date specified
pursuant to the terms of such  Security as the fixed date on which the principal
of such  Security  or such  installment  of  principal  or  interest  is due and
payable,  as such date  may,  in the case of such  principal,  be  shortened  or
extended as provided pursuant to the terms of such Security and this Indenture.

     "Subsidiary"  means an entity more than 50% of the outstanding voting stock
of which is owned,  directly  or  indirectly,  by the  Company or by one or more
other Subsidiaries,  or by the Company and one or more other  Subsidiaries.  For
purposes of this  definition,  "voting  stock" means stock that  ordinarily  has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

     "Successor Security" of any particular Security means every Security issued
after,  and  evidencing  all or a portion of the same debt as that evidenced by,
such particular Security; and, for the purposes of this definition, any Security
authenticated  and  delivered  under Section 3.7 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Tax Event"  means the receipt by an Issuer  Trust of an Opinion of Counsel
(as defined in the relevant Trust Agreement)  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  or  administrative  pronouncement  or  action  or
judicial  decision  interpreting  or applying  such laws or  regulations,  which
amendment or change is effective or which pronouncement or decision is announced
on or after the date of issuance of the Capital  Securities of such Issuer Trust
(including, without limitation, any of the foregoing arising with respect to, or
resulting from, any proposal, proceeding or other action commencing on or before
such date),  there is more than an insubstantial risk that (i) such Issuer Trust
is,  or

                                      -10-
<PAGE>

will be within 90 days of the  delivery of such  Opinion of Counsel,  subject to
United States Federal  income tax with respect to income  received or accrued on
the  corresponding  series of  Securities  issued by the  Company to such Issuer
Trust,  (ii)  interest  payable by the Company on such  corresponding  series of
Securities  is not, or within 90 days of the delivery of such Opinion of Counsel
will not be,  deductible by the Company,  in whole or in part, for United States
Federal income tax purposes, or (iii) such Issuer Trust is, or will be within 90
days of the  delivery  of such  Opinion  of  Counsel,  subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

     "Trust  Agreement"  means,  with  respect  to any Issuer  Trust,  the trust
agreement or other  governing  instrument of such Issuer Trust,  as amended from
time to time.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this  Indenture,  solely  in its  capacity  as such  and  not in its  individual
capacity,  until a successor  Trustee  shall have  become  such  pursuant to the
applicable provisions of this Indenture,  and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person,  "Trustee" as used with respect to the  Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "Trust  Indenture Act" means the Trust  Indenture Act of 1939, as modified,
amended or supplemented from time to time.

     "Trust  Securities" has the meaning  specified in the first recital of this
Indenture.

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

SECTION 1.2. Compliance Certificate and Opinions.

     Upon any  application  or request by the Company to the Trustee to take any
action under any provision of this  Indenture,  the Company shall furnish to the
Trustee  an  Officers'   Certificate  stating  that  all  conditions   precedent
(including  covenants,   the  compliance  with  which  constitutes  a  condition
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  (including  covenants
compliance  with which  constitutes  a condition  precedent),  if any, have been
complied with,  except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this  Indenture  relating  to such  particular  application  or  request,  no
additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided for in this Indenture (other than the  certificates  provided
pursuant to Section 10.4) shall include:

                                      -11-
<PAGE>


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

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

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

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

SECTION 1.3. Forms of Documents Delivered to Trustee.

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

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

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

SECTION 1.4. Acts of Holders.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other  action  provided by this  Indenture to be given to or taken by Holders
may be embodied in and

                                      -12-
<PAGE>

evidenced by one or more  instruments of  substantially  similar tenor signed by
such Holders in person or by an agent duly appointed in writing;  and, except as
herein  otherwise  expressly  provided,  such action shall become effective when
such instrument or instruments is or are delivered to the Trustee, and, where it
is hereby  expressly  required,  to the Company.  Such instrument or instruments
(and the action  embodied  therein and evidenced  thereby) are herein  sometimes
referred to as an "Act" of the Holders  signing such  instrument or instruments.
Proof of execution of any such  instrument or of a writing  appointing  any such
agent shall be  sufficient  for any purpose of this  Indenture  and  (subject to
Section 6.1) conclusive in favor of the Trustee and the Company,  if made in the
manner provided in this Section.

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

     (c) The fact and date of the execution by any Person of any such instrument
or writing,  or the  authority  of the Person  executing  the same,  may also be
provided in any other manner that the Trustee deems sufficient and in accordance
with such reasonable rules as the Trustee may determine.

     (d) The  ownership  of  Securities  shall  be  proved  conclusively  by the
Securities Register.

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

     (f) The  Company  may  set any day as a  record  date  for the  purpose  of
determining  the Holders of  Outstanding  Securities  of any series  entitled to
give,  make or take  any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action  provided or permitted by this  Indenture to be
given, made or taken by Holders of Securities of such series,  provided that the
Company  may not set a record date for,  and the  provisions  of this  paragraph
shall  not  apply  with  respect  to,  the  giving  or  making  of  any  notice,
declaration,  request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities  of the relevant  series on such record date,  and no other  Holders,
shall be  entitled  to take the  relevant  action,  whether or not such  Holders
remain  Holders  after such record date,  provided  that no such action shall be
effective  hereunder unless taken on or prior to the applicable  Expiration Date
(as defined below) by Holders of the requisite  principal  amount of Outstanding
Securities of such series on such record date.  Nothing in this paragraph  shall
be  construed  to prevent  the  Company  from  setting a new record date for any
action  for  which a  record  date  previously  has been  set  pursuant  to this
paragraph (whereupon the record

                                      -13-
<PAGE>

date  previously  set shall  automatically  and with no action by any  Person be
cancelled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite principal amount
of  Outstanding  Securities  of the  relevant  series on the date such action is
taken.  Promptly  after any record date is set pursuant to this  paragraph,  the
Company,  at its own  expense,  shall  cause  notice of such  record  date,  the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of  Securities  of the relevant  series in
the manner set forth in Section 1.6.

     The Trustee may set any day as a record date for the purpose of determining
the  Holders of  Outstanding  Securities  of any series  entitled to join in the
giving  or  making  of (i) any  Notice  of  Default,  (ii)  any  declaration  of
acceleration  referred  to in  Section  5.2,  (iii)  any  request  to  institute
proceedings  referred to in Section 5.7(3), or (iv) any direction referred to in
Section 5.12,  in each case with respect to  Securities  of such series.  If any
record  date is set  pursuant  to this  paragraph,  the  Holders of  Outstanding
Securities of such series on such record date,  and no other  Holders,  shall be
entitled to join in such notice, declaration,  request or direction,  whether or
not such Holders  remain  Holders after such record date,  provided that no such
action shall be effective  hereunder  unless taken on or prior to the applicable
Expiration  Date by Holders of the  requisite  principal  amount of  Outstanding
Securities of such series on such record date.  Nothing in this paragraph  shall
be  construed  to prevent  the  Trustee  from  setting a new record date for any
action  for  which a  record  date has  previously  been  set  pursuant  to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any  Person be  cancelled  and of no  effect)  and  nothing in this
paragraph  shall be construed to render  ineffective any action taken by Holders
of the  requisite  principal  amount of  Outstanding  Securities of the relevant
series on the date such action is taken.  Promptly  after any record date is set
pursuant to this paragraph,  the Trustee, at the Company's expense,  shall cause
notice of such record date,  the proposed  action by Holders and the  applicable
Expiration  Date to be given to the  Company  in writing  and to each  Holder of
Securities of the relevant series in the manner set forth in Section 1.6.

     With  respect to any record date set  pursuant to this  Section,  the party
hereto that sets such record date may designate any day as the "Expiration Date"
and from time to time may change  the  Expiration  Date to any  earlier or later
day,  provided  that no such  change  shall be  effective  unless  notice of the
proposed new Expiration Date is given to the other party hereto in writing,  and
to each Holder of Securities  of the relevant  series in the manner set forth in
Section 1.6 on or prior to the existing  Expiration  Date. If an Expiration Date
is not designated  with respect to any record date set pursuant to this Section,
the party  hereto that set such  record  date shall be deemed to have  initially
designated  the 180th day after such  record  date as the  Expiration  Date with
respect thereto,  subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding  the foregoing,  no Expiration Date shall be
later than the 180th day after the applicable record date.

     (g) Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal  amount of such Security or by one or more duly
appointed  agents  each of which may do so  pursuant  to such  appointment  with
regard to all or any part of such principal amount.

                                      -14-

<PAGE>

SECTION 1.5. Notices, Etc. to Trustee and Company.

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

          (1) the Trustee by any Holder, any holder of Capital Securities or the
          Company  shall be  sufficient  for every  purpose  hereunder  if made,
          given,  furnished  or filed in writing  to or with the  Trustee at its
          Corporate Trust Office, or

          (2) the  Company by the  Trustee,  any Holder or any holder of Capital
          Securities  shall be sufficient for every purpose (except as otherwise
          provided in Section  5.1)  hereunder  if in writing and mailed,  first
          class,  postage prepaid, to the Company addressed to it at the address
          of its  principal  office  specified  in the first  paragraph  of this
          instrument or at any other address previously  furnished in writing to
          the Trustee by the Company.

SECTION 1.6. Notice to Holders; Waiver.

     Where this  Indenture  provides  for  notice to Holders of any event,  such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first class postage prepaid,  to each Holder affected
by such event,  at the  address of such  Holder as it appears in the  Securities
Register,  not later than the latest  date,  and not earlier  than the  earliest
date,  prescribed for the giving of such notice. If, by reason of the suspension
of or  irregularities in regular mail services or for any other reason, it shall
be impossible or  impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture or of
the  relevant  Securities,  then any  manner of giving  such  notice as shall be
satisfactory  to the Trustee  shall be deemed to be a sufficient  giving of such
notice.  In any case  where  notice to  Holders  is given by mail,  neither  the
failure to mail such  notice,  nor any  defect in any  notice so mailed,  to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders.  Where this  Indenture  provides for notice in any manner,  such
notice may be waived in writing by the Person  entitled to receive  such notice,
either  before or after the event,  and such waiver shall be the  equivalent  of
such notice.  Waivers of notice by Holders shall be filed with the Trustee,  but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such waiver.

SECTION 1.7.      Conflict with Trust Indenture Act.

     If any provision hereof limits,  qualifies or conflicts with a provision of
the Trust  Indenture  Act that is  required  under  such Act to be a part of and
govern this  Indenture,  the provision of the Trust Indenture Act shall control.
If any  provision of this  Indenture  modifies or excludes any  provision of the
Trust  Indenture Act that may be so modified or excluded,  the latter

                                      -15-

<PAGE>

provision  shall be deemed to apply to this  Indenture  as so  modified or to be
excluded, as the case may be.

SECTION 1.8. Effect of Headings and Table of Contents.

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

SECTION 1.9. Successors and Assigns.

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

SECTION 1.10. Separability Clause.

     If any provision in this Indenture or in the  Securities  shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11. Benefits of Indenture.

     Nothing in this Indenture or in the Securities,  express or implied,  shall
give to any  Person,  other than the  parties  hereto and their  successors  and
assigns, the holders of Senior Indebtedness,  the Holders of the Securities and,
to the extent  expressly  provided in Sections 5.2, 5.7, 5.8, 5.9,  5.11,  5.12,
5.13, 9.1 and 9.2, the holders of Capital  Securities,  any benefit or any legal
or equitable right, remedy or claim under this Indenture.

SECTION 1.12. Governing Law.

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

SECTION 1.13. Non-Business Days.

     If any Interest  Payment Date,  Redemption  Date or Stated  Maturity of any
Security shall not be a Business Day, then  (notwithstanding any other provision
of this  Indenture  or the  Securities)  payment of interest or  principal  (and
premium,  if any) or other  amounts in respect of such Security need not be made
on such  date,  but may be made on the  next  succeeding  Business  Day  (and no
interest  shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date,  Redemption Date or Stated
Maturity,  as the case may be, until such next succeeding  Business Day), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately  preceding

                                      -16-

<PAGE>

Business  Day (in each  case with the same  force  and  effect as if made on the
Interest Payment Date or Redemption Date or at the Stated Maturity).

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 2.1. Forms Generally.

     The   Securities   of  each  series  and  the  Trustee's   certificate   of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be  established  by or  pursuant to a Board
Resolution or in one or more indentures  supplemental  hereto, in each case with
such appropriate  insertions,  omissions,  substitutions and other variations as
are required or permitted by this  Indenture and may have such letters,  numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with  applicable  tax laws,  banking  laws,  or the
rules of any securities exchange or as may, consistently herewith, be determined
by the officers  executing such  securities,  as evidenced by their execution of
the Securities. If the form of Securities of any series is established by action
taken pursuant to a Board  Resolution,  a copy of an appropriate  record of such
action  shall be certified  by the  Secretary  or an Assistant  Secretary of the
Company and  delivered to the Trustee at or prior to the delivery of the Company
Order  contemplated  by  Section  3.3 with  respect  to the  authentication  and
delivery of such Securities.

     The Trustee's  certificates of authentication shall be substantially in the
form set forth in this Article.

     The definitive  Securities  shall be printed,  lithographed  or engraved or
produced by any  combination  of these  methods,  if required by any  securities
exchange on which the  Securities may be listed,  on a steel engraved  border or
steel engraved  borders or may be produced in any other manner  permitted by the
rules of any securities exchange, if any, on which the Securities may be listed,
all as determined by the officers  executing  such  Securities,  as evidenced by
their execution of such Securities.

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

SECTION 2.2. Form of Face of Security. The Securities shall be generally in the
form of Exhibit A hereto.
        ---------
                                      -17-

<PAGE>

SECTION 2.3. Additional Provisions Required in Global Security.

     Unless  otherwise  specified  as  contemplated  by Section  3.1, any Global
Security  issued  hereunder  shall,  in addition to the provisions  contained in
Sections 2.1 and 2.2, bear a legend in substantially the following form:

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

SECTION 2.4. Form of Trustee's Certificate of Authentication.

     The Trustee's  certificate of authentication  shall be in substantially the
following form:

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

Dated:____________________.  WILMINGTON  TRUST  COMPANY,  not in its  individual
capacity, but solely as Trustee

                                           By:      ____________________________
                                                    Authorized Signatory

                                   ARTICLE III
                                 THE SECURITIES

SECTION 3.1. Title and Terms.

     The aggregate  principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited.

     The  Securities  may be  issued  in one or  more  series.  There  shall  be
established in or pursuant to a Board  Resolution  and,  subject to Section 3.3,
set forth or determined in the manner

                                      -18-
<PAGE>

provided, in an Officers' Certificate,  or established in one or more indentures
supplemental hereto, prior to the issuance of Securities as a series:

     (a) the title of the securities of such series, which shall distinguish the
Securities of the series from all other Securities;

     (b)  the  limit,  if  any,  upon  the  aggregate  principal  amount  of the
Securities of such series that may be  authenticated  and  delivered  under this
Indenture  (except for Securities  authenticated and delivered upon registration
of transfer  of, or in  exchange  for, or in lieu of,  other  Securities  of the
series  pursuant  to  Sections  3.4,  3.5,  3.6,  9.6 or 11.6 and except for any
Securities  that,  pursuant  to  Section  3.3,  are  deemed  never to have  been
authenticated  and  delivered  hereunder);  provided,  however,  the  authorized
aggregate  principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

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

     (d) the  Stated  Maturity  or  Maturities  on which  the  principal  of the
Securities of such series is payable or the method of determination thereof, and
any dates on which or  circumstances  under  which,  the Company  shall have the
right to extend or shorten such Stated Maturity or Maturities;

     (e) the rate or rates, if any, at which the Securities of such series shall
bear  interest,  if any,  the  rate or rates  and  extent  to  which  Additional
Interest,  if any,  shall be  payable  with  respect to any  Securities  of such
series,  the date or dates from which any such interest or  Additional  Interest
shall  accrue,  the  Interest  Payment  Dates on which  such  interest  shall be
payable, the right,  pursuant to Section 3.12 or as otherwise set forth therein,
of the  Company to defer or extend an  Interest  Payment  Date,  and the Regular
Record Date for the interest payable on any Interest Payment Date, or the method
by which any of the foregoing shall be determined;

     (f) the  place or places  where the  principal  of (and  premium,  if any),
interest or  Additional  Interest  on the  Securities  of such  series  shall be
payable,  the  place or  places  where  the  Securities  of such  series  may be
presented for registration of transfer or exchange, any restrictions that may be
applicable  to any such  transfer or exchange in addition to or in lieu of those
set forth  herein and the place or places  where  notices and demands to or upon
the Company in respect of the Securities of such series may be made;

     (g) the period or periods within or the date or dates on which, if any, the
price or prices at which and the terms and conditions  upon which the Securities
of such  series  may be  redeemed,  in whole or in part,  at the  option  of the
Company,  and if other  than by a Board  Resolution,  the  manner  in which  any
election by the Company to redeem such Securities shall be evidenced;

                                      -19-

<PAGE>

     (h) the obligation or the right, if any, of the Company to redeem, repay or
purchase  the   Securities  of  such  series   pursuant  to  any  sinking  fund,
amortization or analogous provisions,  or at the option of a Holder thereof, and
the period or periods within which,  the price or prices at which,  the currency
or  currencies  (including  currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed,  repaid or
purchased, in whole or in part, pursuant to such obligation;

     (i) the  denominations  in which any  Securities  of such  series  shall be
issuable, if other than integral multiples of $1,000.00;

     (j) if other than  Dollars,  the  currency  or  currencies  (including  any
currency  unit or units) in which the  principal  of (and  premium,  if any) and
interest and Additional Interest,  if any, on the Securities of the series shall
be payable,  or in which the Securities of the series shall be  denominated  and
the manner of determining the equivalent  thereof in Dollars for purposes of the
definition of Outstanding;

     (k) the  additions,  modifications  or deletions,  if any, in the Events of
Default  or  covenants  of the  Company  set forth  herein  with  respect to the
Securities of such series;

     (l) if  other  than  the  principal  amount  thereof,  the  portion  of the
principal  amount of  Securities  of such  series  that  shall be  payable  upon
declaration of acceleration of the Maturity thereof;

     (m)  if  the  principal  amount  payable  at  the  Stated  Maturity  of any
Securities  of the series will not be  determinable  as of any one or more dates
prior to the  Stated  Maturity,  the  amount  which  shall be  deemed  to be the
principal  amount  of such  Securities  as of any  such  date  for  any  purpose
thereunder or hereunder,  including the principal  amount thereof which shall be
due and payable upon any Maturity other than the Stated  Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated  Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

     (n) if applicable,  that the  Securities of the series,  in whole or in any
specified part,  shall be defeasible  and, if other than by a Board  Resolution,
the manner in which any election by the Company to defease such Securities shall
be evidenced;

     (o) the additions or changes, if any, to this Indenture with respect to the
Securities  of such series as shall be  necessary  to permit or  facilitate  the
issuance of the  Securities  of such series in bearer form,  registrable  or not
registrable as to principal, and with or without interest coupons;

     (p) any index or  indices  used to  determine  the  amount of  payments  of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

                                      -20-

<PAGE>

     (q) if  applicable,  that any Securities of the series shall be issuable in
whole or in part in the form of one or more Global Securities and, in such case,
the respective  Depositaries for such Global Securities,  the form of any legend
or legends that shall be borne by any such Global  Security in addition to or in
lieu of that set forth in Section 2.4 and any circumstances in addition to or in
lieu of those set forth in Section 3.5 in which any such Global  Security may be
exchanged  in whole or in part for  Securities  registered,  and any transfer of
such Global Security in whole or in part may be registered, in the name or names
of Persons  other than the  Depositary  for such  Global  Security  or a nominee
thereof;

     (r) the  appointment  of any Paying Agent or agents for the  Securities  of
such series;

     (s) the terms of any right to convert or exchange Securities of such series
into any other  securities  or property of the  Company,  and the  additions  or
changes, if any, to this Indenture with respect to the Securities of such series
to permit or facilitate such conversion or exchange;

     (t) if such  Securities  are to be issued to an Issuer  Trust,  the form or
forms of the Trust Agreement and Guarantee relating thereto;

     (u) if other than as set forth  herein,  the  relative  degree,  if any, to
which the  Securities  or the series  shall be senior to or be  subordinated  to
other  series of  Securities  in right of payment,  whether such other series of
Securities are Outstanding or not;

     (v) any addition to or change in the Events of Default which applies to any
Securities  of the  series  and any  change in the right of the  Trustee  or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 5.2;

     (w) any addition to or change in the covenants set forth in Article X which
applies to Securities of the series; and

     (x) any other terms of the Securities of such series (which terms shall not
be inconsistent  with the provisions of this  Indenture,  except as permitted by
Section 9.1(3)).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
such Officers' Certificate or in any indenture supplemental hereto.

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

     The  securities  shall  be  subordinated  in  right of  payment  to  Senior
Indebtedness as provided in Article XIII.

                                      -21-

<PAGE>

SECTION 3.2 Denominations.

     The Securities of each series shall be in registered  form without  coupons
and shall be issuable in  integral  multiples  of  $1,000.00,  unless  otherwise
specified as contemplated by Section 3.1(i).

SECTION 3.3. Execution, Authentication, Delivery and Dating.

     The  Securities  shall be executed on behalf of the Company by its Chairman
of the Board of  Directors,  its Vice  Chairman of the Board of  Directors,  its
President, its Chief Executive Officer or one of its Vice Presidents,  under its
corporate seal reproduced or impressed  thereon and attested by its Secretary or
one of its Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.

     Securities  bearing the manual or facsimile  signatures of individuals  who
were at any time the proper  officers  of the  Company  shall bind the  Company,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Securities or did not
hold such offices at the date of such  Securities.  At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities   of  any  series   executed  by  the  Company  to  the  Trustee  for
authentication,  together  with a  Company  Order  for  the  authentication  and
delivery  of such  Securities,  and the Trustee in  accordance  with the Company
Order shall  authenticate and deliver such  Securities.  If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 2.1 and 3.1, in  authenticating  such
Securities,  and accepting the additional  responsibilities under this Indenture
in relation to such  Securities,  the Trustee shall be entitled to receive,  and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating,

          (1) if the form of such Securities has been established by or pursuant
     to Board  Resolution  as permitted by Section 2.1,  that such form has been
     established in conformity with the provisions of this Indenture;

          (2) if the  terms  of such  Securities  have  been  established  by or
     pursuant to Board  Resolution  as permitted by Section 3.1, that such terms
     have been  established in conformity with the provisions of this Indenture;
     and

          (3) that such  Securities,  when  authenticated  and  delivered by the
     Trustee  and  issued  by the  Company  in the  manner  and  subject  to any
     conditions specified in such Opinion of Counsel,  will constitute valid and
     legally binding  obligations of the Company  enforceable in accordance with
     their  terms,  subject  to  bankruptcy,  insolvency,  fraudulent  transfer,
     reorganization,  moratorium  and  similar  laws  of  general  applicability
     relating  to  or  affecting   creditors'   rights  and  to  general  equity
     principles.

                                      -22-

<PAGE>

If such  form or terms  have  been so  established,  the  Trustee  shall  not be
required  to  authenticate  such  Securities  if the  issue  of such  Securities
pursuant to this  Indenture  will  affect the  Trustee's  own rights,  duties or
immunities under the Securities and this Indenture or otherwise in a manner that
is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 3.1 and the preceding  paragraph,
if all  Securities of a series are not to be  originally  issued at one time, it
shall not be necessary to deliver the Officers'  Certificate  otherwise required
pursuant to Section 3.1 or the  Company  Order and Opinion of Counsel  otherwise
required pursuant to such preceding  paragraph at or prior to the authentication
of each  Security of such series if such  documents are delivered at or prior to
the  authentication  upon original issuance of the first Security of such series
to be issued.

     Each Security shall be dated the date of its authentication.

     No Security  shall be entitled to any benefit  under this  Indenture  or be
valid or  obligatory  for any purpose,  unless there  appears on such Security a
certificate  of  authentication  substantially  in the form  provided for herein
executed  by  the  Trustee  by the  manual  signature  of one of its  authorized
officers  or  signatories,  and  such  certificate  upon any  Security  shall be
conclusive  evidence,  and the only  evidence,  that such Security has been duly
authenticated and delivered  hereunder.  Notwithstanding  the foregoing,  if any
Security shall have been authenticated and delivered  hereunder but never issued
and sold by the Company,  and the Company  shall  deliver  such  Security to the
Trustee for  cancellation  as provided in Section 3.10, for all purposes of this
Indenture  such Security  shall be deemed never to have been  authenticated  and
delivered  hereunder  and  shall  never  be  entitled  to the  benefits  of this
Indenture.

SECTION 3.4. Temporary Securities.

     Pending the preparation of definitive Securities of any series, the Company
may execute,  and upon receipt of a Company Order the Trustee shall authenticate
and deliver, temporary Securities that are printed,  lithographed,  typewritten,
mimeographed   or   otherwise   produced,   in  any   authorized   denomination,
substantially  of the tenor of the definitive  Securities of such series in lieu
of which  they are  issued  and with  such  appropriate  insertions,  omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

     If temporary  Securities  of any series are issued,  the Company will cause
definitive  Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive  Securities,  the temporary Securities shall
be  exchangeable  for  definitive  Securities  upon  surrender of the  temporary
Securities  at the office or agency of the Company  designated  for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary   Securities,   the  Company  shall  execute  and  the  Trustee  shall
authenticate and deliver in exchange therefor one or more definitive  securities
of the same series,  of any  authorized  denominations  having the same Original
Issue Date and  Stated  Maturity  and  having  the same terms as such  temporary
Securities.  Until so exchanged, the temporary Securities of any series

                                      -23-


<PAGE>

shall in all respects be entitled to the same benefits  under this  Indenture as
definitive Securities of such series.

SECTION 3.5. Global Securities.

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

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

     (c) If any Global  Security  is to be  exchanged  for other  Securities  or
cancelled in whole, it shall be surrendered by or on behalf of the Depositary or
its nominee to the Securities Registrar for exchange or cancellation as provided
in this  Article  III.  If any  Global  Security  is to be  exchanged  for other
Securities  or cancelled in part,  or if another  Security is to be exchanged in
whole or in part for a beneficial  interest in any Global Security,  then either
(i) such Global Security shall be so surrendered for exchange or cancellation as
provided  in this  Article III or (ii) the  principal  amount  thereof  shall be
reduced, subject to Section 3.6(b)(iii),  or increased by an amount equal to the
portion  thereof to be so  exchanged  or  cancelled,  or equal to the  principal
amount of such other  Security  to be so  exchanged  for a  beneficial  interest
therein,  as the case may be, by means of an appropriate  adjustment made on the
records of the Securities  Registrar,  whereupon the Trustee, in accordance with
the  Applicable  Procedures,  shall  instruct the  Depositary or its  authorized
representative to make a corresponding  adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the  Depositary,  accompanied by
registration  instructions,  the Trustee shall, subject to Section 3.6(b) and as
otherwise provided in this Article III,  authenticate and deliver any Securities
issuable  in  exchange  for such Global  Security  (or any  portion  thereof) in
accordance with the  instructions  of the  Depositary.  The Trustee shall not be
liable for any delay in delivery of such  instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.

     (d)  Every  Security  authenticated  and  delivered  upon  registration  of
transfer of, or in exchange for or in lieu of, a Global  Security or any portion
thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise,
shall be  authenticated  and  delivered  in the form of,  and shall be, a Global
Security,  unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

                                      -24-

<PAGE>

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

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

SECTION 3.6.  Registration,  Transfer and Exchange Generally;  Certain Transfers
and Exchanges.

     (a) The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which,  subject to such  reasonable  regulations as it may
prescribe,  the Company shall  provide for the  registration  of Securities  and
transfers of Securities.  Such register is herein  sometimes  referred to as the
"Securities  Register." The Trustee is hereby appointed  "Securities  Registrar"
for the purpose of registering  Securities and transfers of Securities as herein
provided.

     Upon surrender for  registration of transfer of any Security at the offices
or  agencies of the  Company  designated  for that  purpose,  the Company  shall
execute,  and the Trustee  shall  authenticate  and deliver,  in the name of the
designated  transferee or  transferees,  one or more new  Securities of the same
series of any authorized  denominations  of like tenor and principal  amount and
bearing such restrictive legends as may be required by this Indenture.

     At the  option  of  the  Holder,  Securities  may be  exchanged  for  other
Securities of the same series in any authorized denominations, of like tenor and
aggregate  principal  amount  and  bearing  such  restrictive  legends as may be
required by this Indenture,  upon surrender of the Securities to be exchanged at
such office or agency.  Whenever any securities are so surrendered for exchange,
the Company shall execute,  and the Trustee shall authenticate and deliver,  the
Securities that the Holder making the exchange is entitled to receive.

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

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

                                      -25-

<PAGE>

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

     Neither  the Company nor the  Trustee  shall be  required,  pursuant to the
provisions of this Section,  (i) to issue,  register the transfer of or exchange
any Security of any series during a period  beginning at the opening of business
15 days before the day of selection for  redemption of Securities of that series
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part,  except, in the case of
any  such  Security  to be  redeemed  in part,  any  portion  thereof  not to be
redeemed.

     (b) Certain Transfers and Exchanges. Notwithstanding any other provision of
this Indenture,  transfers and exchanges of Securities and beneficial  interests
in a Global Security shall be made only in accordance with this Section 3.6(b).

     (i) Restricted  Non-Global Security to Global Security.  If the Holder of a
     Restricted  Security (other than a Global  Security)  wishes at any time to
     transfer all or any portion of such Security to a Person who wishes to take
     delivery thereof in the form of a beneficial interest in a Global Security,
     such  transfer may be effected only in  accordance  with the  provisions of
     this clause (b)(i) and subject to the Applicable  Procedures.  Upon receipt
     by the  Securities  Registrar  of (A) such  Security as provided in Section
     3.6(a) and instructions  satisfactory to the Securities Registrar directing
     that a beneficial  interest in the Global Security in a specified principal
     amount not greater than the  principal  amount of such Security be credited
     to a  specified  Agent  Member's  account and (B) a  Restricted  Securities
     Certificate  duly  executed by such Holder or such  Holder's  attorney duly
     authorized  in writing,  then the  Securities  Registrar  shall cancel such
     Security (and issue a new Security in respect of any untransferred  portion
     thereof) as provided in Section 3.10 and increase the  aggregate  principal
     amount of the Global Security by the specified principal amount as provided
     in Section 3.5(c).

     (ii) Non-Global Security to Non-Global  Security.  A Security that is not a
     Global  Security may be  transferred,  in whole or in part, to a Person who
     takes  delivery  in the  form of  another  Security  that  is not a  Global
     Security as provided in Section 3.6(a), provided that if the Security to be
     transferred  in whole or in part is a Restricted  Security,  the Securities
     Registrar  shall have  received a Restricted  Securities  Certificate  duly
     executed by the transferor Holder or such Holder's attorney duly authorized
     in writing and the Securities  Registrar shall only be required to register
     the transfer of such Restricted Securities  Certificate upon direction from
     the Company that such transfer is permissible.

     (iii)Exchanges   Between  Global  Security  and  Non-Global   Security.   A
     beneficial  interest in a Global  Security may be exchanged  for a Security
     that is not a Global Security as provided in Section 3.5.

                                      -26-

<PAGE>

     (iv) Certain  Initial  Transfers of Non-Global  Securities.  In the case of
     Securities  initially issued other than in global form, an initial transfer
     or  exchange  of such  Securities  that  does not  involve  any  change  in
     beneficial ownership may be made to an institutional accredited investor or
     investors as if such transfer or exchange  were not an initial  transfer or
     exchange;  provided  that  written  certification  shall be provided by the
     transferee  and transferor of such  Securities to the Securities  Registrar
     that such  transfer  or exchange  does not  involve a change in  beneficial
     ownership.

     (v) Limitations  Relating to Principal  Amount.  Notwithstanding  any other
     provision of this Indenture and unless otherwise  specified as permitted by
     Section 3.1; Securities or portions thereof may be transferred or exchanged
     only in principal amounts of not less than $1,000.00. To the fullest extent
     permitted by applicable law, any transfer, exchange or other disposition of
     Securities in contravention of this Section 3.6(b)(v) shall be deemed to be
     void and of no legal effect whatsoever, any such transferee shall be deemed
     not to be the Holder or owner of any beneficial interest in such Securities
     for any  purpose,  including  but not  limited to the  receipt of  interest
     payable on such Securities,  and such transferee shall be deemed to have no
     interest whatsoever in such Securities and, the Securities  Registrar shall
     not record any such transfer in the Securities Registrar.

SECTION 3.7. Mutilated, Lost and Stolen Securities.

     If any mutilated  Security is surrendered to the Trustee together with such
security, or indemnity, and/or other assurance as may be required by the Company
or the Trustee, in their discretion,  to save each of them harmless, the Company
shall  execute  and the  Trustee  shall  authenticate  and  deliver in  exchange
therefor  a new  Security  of the  same  series,  of like  tenor  and  aggregate
principal  amount,   bearing  the  same  legends,   and  bearing  a  number  not
contemporaneously outstanding.

     If there shall be  delivered to the Company and to the Trustee (i) evidence
to their  satisfaction of the  destruction,  loss or theft of any Security,  and
(ii) such security, indemnity and/or other assurance as may be required by them,
in their  discretion,  to save each of them  harmless,  then,  in the absence of
notice to the Company or the Trustee that such  Security has been  acquired by a
bona fide purchaser,  the Company shall execute and upon its request the Trustee
shall  authenticate and deliver,  in lieu of any such destroyed,  lost or stolen
Security,  a new Security of the same series, of like tenor and principal amount
and bearing the same legends as such  destroyed,  lost or stolen  Security,  and
bearing a number not contemporaneously Outstanding.

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

                                      -27-

<PAGE>

     Upon the issuance of any new  Security  under this Section 3.7, the Company
may  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

SECTION  3.8.  Payment of Interest  and  Additional  Interest;  Interest  Rights
Preserved.

     Interest  and  Additional  Interest  on any  Security of any series that is
payable,  and is punctually  paid or duly provided for, on any Interest  Payment
Date,  shall be paid to the Person in whose name that  Security  (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest in respect of  Securities  of such series,  except
that,  unless  otherwise  provided in the  Securities  of such series,  interest
payable on the Stated  Maturity of the principal of a Security  shall be paid to
the Person to whom  principal  is paid.  The initial  payment of interest on any
Security  of any series  that is issued  between a Regular  Record  Date and the
related  Interest  Payment Date shall be payable as provided in such Security or
in the Board  Resolution  pursuant  to Section  3.1 with  respect to the related
series of Securities.

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

          (1) The Company may elect to make payment of any Defaulted Interest to
     the  Persons in whose  names the  Securities  of such  series in respect of
     which interest is in default (or their respective  Predecessor  Securities)
     are  registered  at the close of business on a Special  Record Date for the
     payment of such Defaulted  Interest,  which shall be fixed in the following
     manner.  The Company  shall  notify the Trustee in writing of the amount of
     Defaulted Interest proposed to be paid on each Security and the date of the
     proposed  payment,  and at the same time the Company shall deposit with the
     Trustee an amount of money  equal to the  aggregate  amount  proposed to be
     paid in  respect of such  Defaulted  Interest  or shall  make  arrangements
     satisfactory  to the  Trustee  for  such

                                      -28-

<PAGE>

     deposit  prior  to the  date  of the  proposed  payment,  such  money  when
     deposited  to be held in trust for the benefit of the  Persons  entitled to
     such Defaulted Interest as in this clause provided.  Thereupon, the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest,
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the  Trustee of the  notice of the  proposed  payment.  The  Trustee  shall
     promptly  notify the Company of such  Special  Record Date and, in the name
     and at the  expense of the  Company,  shall  cause  notice of the  proposed
     payment of such Defaulted  Interest and the Special Record Date therefor to
     be mailed,  first class,  postage prepaid,  to each Holder of a Security of
     such series at the  address of such Holder as it appears in the  Securities
     Register  not less than 10 days  prior to such  Special  Record  Date.  The
     Trustee  may,  in its  discretion,  in the name and at the  expense  of the
     Company,  cause  a  similar  notice  to be  published  at  least  once in a
     newspaper,  customarily  published in the English language on each Business
     Day and of general circulation in the Borough of Manhattan, The City of New
     York, New York, but such publication shall not be a condition  precedent to
     the  establishment  of such  Special  Record  Date.  Notice of the proposed
     payment of such  Defaulted  Interest and the Special  Record Date  therefor
     having been mailed as aforesaid,  such Defaulted  Interest shall be paid to
     the  Persons  in whose  names  the  Securities  of such  series  (or  their
     respective  Predecessor  Securities)  are registered on such Special Record
     Date and shall no longer be payable pursuant to the following clause (2).

          (2) The  Company  may make  payment of any  Defaulted  Interest in any
     other  lawful  manner  not  inconsistent   with  the  requirements  of  any
     securities  exchange  on which the  Securities  of the series in respect of
     which  interest is in default may be listed and, upon such notice as may be
     required  by such  exchange  (or by the Trustee if the  Securities  are not
     listed),  if,  after  notice  given by the  Company  to the  Trustee of the
     proposed  payment pursuant to this clause (2), such payment shall be deemed
     practicable by the Trustee.

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

SECTION 3.9. Persons Deemed Owners.

     The Company,  the Trustee and any agent of the Company or the Trustee shall
treat the Person in whose name any Security is  registered  as the owner of such
Security  for the purpose of  receiving  payment of principal of and (subject to
Section  3.8)  any  interest  on  such  Security  and  for  all  other  purposes
whatsoever,  whether or not such  Security be overdue,  and neither the Company,
the Trustee  nor any agent of the  Company or the  Trustee  shall be affected by
notice to the contrary.

     No holder of any  beneficial  interest in any Global  Security  held on its
behalf by a Depositary  shall have any rights under this  Indenture with respect
to such Global Security,  and such Depositary may be treated by the Company, the
Trustee  and any agent of the Company or

                                      -29


<PAGE>

the  Trustee  as  the  owner  of  such  Global   Security   for  all   purposes.
Notwithstanding  the foregoing,  nothing  herein shall prevent the Company,  the
Trustee or any agent of the  Company or the Trustee  from  giving  effect to any
written certification, proxy or other authorization furnished by a Depositary or
impair,  as between a Depositary and such holders of beneficial  interests,  the
operation of  customary  practices  governing  the exercise of the rights of the
Depositary (or its nominee) as Holder of any Security.

SECTION 3.10. Cancellation.

     All Securities  surrendered for payment,  redemption,  transfer or exchange
shall, if surrendered to any Person other than the Trustee,  be delivered to the
Trustee,  and any such  Securities  and Securities  surrendered  directly to the
Trustee for any such purpose shall be promptly  canceled by it.  Notwithstanding
any other  provisions of this Indenture,  the Company may at any time deliver to
the  Trustee  for  cancellation  any  Securities  previously  authenticated  and
delivered hereunder that the Company may have acquired in any manner whatsoever,
and all Securities so delivered  shall be promptly  canceled by the Trustee.  No
Securities  shall be  authenticated in lieu of or in exchange for any Securities
canceled as provided in this  Section,  except as  expressly  permitted  by this
Indenture.  All  canceled  Securities  shall be destroyed by the Trustee and the
Trustee shall deliver to the Company a certificate of such destruction.

SECTION 3.11. Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series,  interest on the Securities of each series for any full quarterly
period shall be computed on the basis of a 360-day year of twelve 30-day months.
Interest  on the  Securities  of each  series  for any  period  less than a full
quarter  shall be computed on the basis of a 360-day year and the actual  number
of days elapsed during that period.

SECTION 3.12. Deferrals of Interest Payment Dates.

     If specified as  contemplated by Section 2.1 or Section 3.1 with respect to
the  Securities  of a  particular  series,  so long as no Event of  Default  has
occurred and is continuing, the Company shall have the right, at any time during
the term of such  series,  from time to time to defer the payment of interest on
such  Securities for such period or periods (each an "Extension  Period") not to
exceed the number of  consecutive  quarterly,  semi-annual or other periods that
equal five years with respect to each Extension  Period,  during which Extension
Periods the Company shall,  if so specified as contemplated by Section 3.1, have
the right to make no  payments or partial  payments of interest on any  Interest
Payment  Date.  No  Extension  Period shall end on a date other than an Interest
Payment Date. At the end of any such Extension Period, the Company shall pay all
interest then accrued and unpaid on the  Securities  (together  with  Additional
Interest  thereon,  if any, at the rate  specified  for the  Securities  of such
series to the extent permitted by applicable law);  provided,  however,  that no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Securities of such series; and provided further,  however, that, during any such
Extension  Period,  the Company  shall not (i) declare or pay any  dividends  or

                                      -30-

<PAGE>

distributions  on, or redeem,  purchase,  acquire or make a liquidation  payment
with respect to, any of the Company's capital stock, 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 that rank pari passu in all respects with or
junior in interest to the Securities of such series (other than (a) repurchases,
redemptions or other  acquisitions  of shares of capital stock of the Company in
connection  with any  employment  contract,  benefit or incentive  plan or other
similar  arrangement  with or for  the  benefit  of any  one or more  employees,
officers,  directors  or  consultants  of the  Company or its  Subsidiaries,  in
connection with a dividend  reinvestment or 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 an  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 Rights  Plan,  or the  issuance  of rights,  stock or other
property  under any 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 or (f)
payments by the Company under the  Guarantee).  Prior to the  termination of any
such  Extension  Period,  the Company may further defer the payment of interest,
provided  that no Event of Default has occurred and is  continuing  and provided
further,  that no Extension Period shall exceed the period or periods  specified
in such  Securities,  extend beyond the Stated Maturity of the principal of such
Securities  or end on a date  other  than an  Interest  Payment  Date.  Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid  interest and any  Additional  Interest then due on any Interest  Payment
Date,  the Company  may elect to begin a new  Extension  Period,  subject to the
above  conditions.  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 as and to the extent specified by Section
3.1. The Company shall give the Holders of the Securities of such series and the
Trustee notice of its election to begin any such  Extension  Period at least one
Business  Day  prior  to the  next  succeeding  Interest  Payment  Date on which
interest on Securities of such series would be payable but for such deferral or,
with respect to any Securities of a series issued to an Issuer Trust, so long as
any such  Securities  are held by such Issuer  Trust,  at least one Business Day
prior to the earlier of (i) the next succeeding date on which  Distributions  on
the  Capital  Securities  of such  Issuer  Trust  would be payable  but for such
deferral,  and (ii) the record date for  determining the holders of such Capital
Securities entitled to such Distributions on the Capital Securities.

     The Trustee shall  promptly give notice of the Company's  election to begin
any such Extension  Period to the Holders of the Outstanding  Securities of such
series.

SECTION 3.13. Right of Set-Off.

                                      -31-

<PAGE>

     With respect to the  Securities of a series  initially  issued to an Issuer
Trust,  notwithstanding  anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise  required to make in respect of
any such  Security  to the  extent  the  Company  has  theretofore  made,  or is
concurrently on the date of such payment  making,  a payment under the Guarantee
relating to such  Security or to a holder of Capital  Securities  pursuant to an
action undertaken under Section 5.8 of this Indenture.

SECTION 3.14. Agreed Tax Treatment.

     Each Security  issued  hereunder shall provide that the Company and, by its
acceptance of a Security or a beneficial  interest  therein,  the Holder of, and
any Person that acquires a beneficial  interest in, such Security agree that for
United  States  Federal,  state and local tax purposes it is intended  that such
Security constitutes indebtedness.

SECTION 3.15. Shortening or Extension of Stated Maturity.

     As provided by Section 2.1 or Section 3.1 with respect to the Securities of
a particular  series, the Company shall have the right to (i) shorten the Stated
Maturity of the  principal of the  Securities  of such series at any time to any
date and (ii) extend the Stated  Maturity of the principal of the  Securities of
such series at any time at its election for one or more periods,  provided that,
if the Company elects to exercise its right to extend the Stated Maturity of the
principal of the Securities of such series pursuant to clause (ii) above, at the
time such election is made and at the time of extension,  such conditions as may
be specified in such Securities shall have been satisfied, and provided further,
that no such  reduction or extension of the Stated  Maturity shall be or cause a
Capital Treatment Event.

SECTION 3.16. CUSIP Numbers.

     The Company,  in issuing the  Securities,  may use "CUSIP" numbers (if then
generally  in use or if a CUSIP number has been  obtained  for the  Securities),
and, if so, the Trustee shall use "CUSIP"  numbers in notice of  redemption  and
other similar or related  materials as a convenience  to Holders;  provided that
any such notice or other materials may state that no  representation  is made as
to the  correctness  of such numbers  either as printed on the  Securities or as
contained in any notice of redemption  or other  materials and that reliance may
be placed only on the other  identification  numbers  printed on the Securities,
and any such  redemption  shall not be  affected by any defect in or omission of
such numbers.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture.

                                      -32-

<PAGE>

     This Indenture shall,  upon Company Request,  cease to be of further effect
(except as to any surviving  rights of  registration  of transfer or exchange of
Securities  herein  expressly  provided  for and as  otherwise  provided in this
Section  4.1) and the  Trustee,  on demand of and at the expense of the Company,
shall execute proper  instruments  acknowledging  satisfaction  and discharge of
this Indenture, when

               (1)   either

                    (A) all Securities  theretofore  authenticated and delivered
               (other  than (i)  Securities  that have been  destroyed,  lost or
               stolen and that have been replaced or paid as provided in Section
               3.7 and (ii)  Securities for whose payment money has  theretofore
               been  deposited in trust or  segregated  and held in trust by the
               Company and thereafter  repaid to the Company or discharged  from
               such trust,  as provided in Section 10.3) have been  delivered to
               the Trustee for cancellation; or

                    (B) all such  Securities  not  theretofore  delivered to the
               Trustee for cancellation

                         (i) have become due and payable, or

                         (ii)  will  become  due and  payable  at  their  Stated
                    Maturity within one year of the date of deposit, or

                         (iii)are  to be called for  redemption  within one year
                    under  arrangements  satisfactory  to the  Trustee  for  the
                    giving of notice of  redemption  by the Trustee in the name,
                    and at the expense, of the Company,

               and the Company,  in the case of subclause (B)(i),  (ii) or (iii)
               above,  has deposited or caused to be deposited  with the Trustee
               as trust  funds  in  trust  for such  purpose  an  amount  in the
               currency or currencies in which the Securities of such series are
               payable  sufficient to pay and discharge the entire  indebtedness
               on such Securities not  theretofore  delivered to the Trustee for
               cancellation,  for  the  principal  (and  premium,  if  any)  and
               interest (including  Additional Interest,  if any) to the date of
               such deposit (in the case of Securities  that have become due and
               payable) or to the Stated  Maturity or  Redemption  Date,  as the
               case may be;

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

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

                                      -33-

<PAGE>

               Notwithstanding the satisfaction and discharge of this Indenture,
               the  obligations of the Company to the Trustee under Section 6.7,
               the obligations of the Trustee to any Authenticating  Agent under
               Section  6.14 and,  if money shall have been  deposited  with the
               Trustee  pursuant to subclause (B) of clause (1) of this Section,
               the  obligations  of the Trustee  under  Section 4.2 and the last
               paragraph of Section 10.3 shall survive.

Notwithstanding the foregoing,  in any case where the Securities are not due and
payable and have not been called for redemption,  such  Securities  shall remain
recourse obligations of the Company.

SECTION 4.2 Application of Trust Money.

     Subject to the  provisions of the last paragraph of Section 10.3, all money
deposited  with the  Trustee  pursuant to Section 4.1 shall be held in trust and
applied by the Trustee,  in accordance with the provisions of the Securities and
this  Indenture,  to the  payment,  either  directly or through any Paying Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine,  to the Persons entitled thereto,  of the principal (and premium,  if
any) and interest  (including  Additional  Interest,  if any) for the payment of
which such money or  obligations  have been  deposited  with or  received by the
Trustee.

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1. Events of Default.

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

          (1) default in the payment of any  interest  upon any Security of that
     series,  including  any  Additional  Interest in respect  thereof,  when it
     becomes due and payable, and continuance of such default for a period of 30
     days  (subject to the deferral of any due date in the case of any Extension
     Period); or

          (2) default in the payment of the  principal of (or  premium,  if any,
     on) any  Security  of that  series at its  Maturity,  upon  redemption,  by
     declaration of acceleration or otherwise; or

          (3) failure on the part of the  Company  duly to observe or perform in
     any material  respect any other of the  covenants or agreements on the part
     of the Company in the  Securities of that series or in this Indenture for a
     period of 90 days after the date on which  written  notice of such failure,
     requiring  the Company to remedy the same,  shall

                                      -34-

<PAGE>

     have been  received by the Company  from (i) the Trustee by  registered  or
     certified  mail or (ii)  Holders  of at least  25% in  aggregate  principal
     amount of the Outstanding Securities of that series; or

          (4) entry by a court  having  jurisdiction  in the  premises  of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under the Bankruptcy Code, or any applicable federal or state
     bankruptcy, insolvency, reorganization or other similar law or (B) a decree
     or order  adjudging  the Company a bankrupt or  insolvent,  or approving as
     properly filed a petition seeking reorganization,  arrangement,  adjustment
     or composition of or in respect of the Company under any applicable federal
     or state law  appointing a custodian,  receiver,  conservator,  liquidator,
     assignee, trustee, sequestrator or other similar official of the Company or
     of  substantially  all of the  property of the  Company,  or  ordering  the
     winding-up or liquidation of its affairs, and in the case of (A) or (B) the
     continuance of any such decree of order for relief or any such other decree
     or order unstayed and in effect for a period of 60 consecutive days; or

          (5)  (A)  the  commencement  by the  Company  of a  voluntary  case or
     proceeding  under the Bankruptcy  Code, or any applicable  federal or state
     bankruptcy, insolvency, reorganization or other similar law or of any other
     case or  proceeding to be  adjudicated a bankrupt or insolvent,  or (B) the
     consent  by the  Company  to the entry of a decree  of order for  relief in
     respect of itself in an involuntary case or proceeding under the Bankruptcy
     Code  or  any   applicable   federal  or  state   bankruptcy,   insolvency,
     reorganization  or  other  similar  law  or  to  the  commencement  of  any
     bankruptcy or insolvency case or proceeding against the Company, or (C) the
     filing  by  the  Company  of  a  petition  or  answer  or  consent  seeking
     reorganization  or relief under any applicable  federal or state law or (D)
     the  consent  by the  Company  to the  filing  of such  petition  or to the
     appointment of or taking possession by a custodian, receiver,  conservator,
     liquidator,  assignee,  trustee,  sequestrator or other similar official of
     the Company or of all or substantially  all of the property of the Company,
     or (E) the  making by the  Company  of an  assignment  for the  benefit  of
     creditors; or

          (6) any other Event of Default  provided with respect to Securities of
     that series.

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
5.1(4)  or  5.1(5))  with  respect  to  Securities  of any  series  at the  time
Outstanding occurs and is continuing,  then, and in every such case, the Trustee
or the  Holders  of not  less  than 25% in  aggregate  principal  amount  of the
Outstanding  Securities of that series may declare the principal  amount (or, if
the  Securities  of that series are  Discount  Securities,  such  portion of the
principal  amount as may be  specified  in the terms of that  series) of all the
Securities  of that  series to be due and  payable  immediately,  by a notice in
writing to the Company (and to the Trustee if given by

                                      -35-

<PAGE>

Holders),  provided that, in the case of the Securities of a series issued to an
Issuer  Trust,  if, upon an Event of Default,  the Trustee or the Holders of not
less than 25% in aggregate  principal  amount of the  Outstanding  Securities of
such series fail to declare the principal of all the  Outstanding  Securities of
such series to be  immediately  due and payable,  the holders of at least 25% in
aggregate  Liquidation Amount of the related series of Capital Securities issued
by such  Issuer  Trust  then  outstanding  shall  have the  right  to make  such
declaration by a notice in writing to the Company and the Trustee;  and upon any
such declaration such principal amount (or specified portion thereof) of and the
accrued interest (including  Additional Interest,  if any) on all the Securities
of such series shall become immediately due and payable.  If an Event of Default
specified in Sections  5.1(4) or 5.1(5) with respect to Securities of any series
at the time  Outstanding  occurs,  the principal amount of all the Securities of
such series (or, if the Securities of such series are Discount Securities,  such
portion of the  principal  amount of such  Securities as may be specified by the
terms of that series) shall automatically,  and without any declaration or other
action on the part of the  Trustee or any  Holder,  become  immediately  due and
payable.  Payment of principal and interest (including any Additional  Interest)
on such Securities  shall remain  subordinated to the extent provided in Article
XIII  notwithstanding  that such amount shall become immediately due and payable
as herein provided.

     At any time  after  such a  declaration  of  acceleration  with  respect to
Securities  of any  series  has been made and  before a  judgment  or decree for
payment  of the  money  due has been  obtained  by the  Trustee  as  hereinafter
provided  in this  Article,  the Holders of a majority  in  aggregate  principal
amount of the  Outstanding  Securities of that series,  by written notice to the
Company  and the  Trustee,  may  rescind  and  annul  such  declaration  and its
consequences and waive the Event of Default if:

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

          (A) all overdue  installments  of interest on all  Securities  of such
     series;

          (B) any accrued Additional Interest, if any, on all Securities of such
     series;

          (C) the principal of (and premium,  if any, on) any Securities of such
     series  that  have  become  due  otherwise  than  by  such  declaration  of
     acceleration and interest and Additional  Interest,  if any, thereon at the
     rate borne by the Securities; and

          (D) all  sums  paid  or  advanced  by the  Trustee  hereunder  and the
     reasonable  compensation,  expenses,  disbursements  and  advances  of  the
     Trustee, its agents and counsel; and

     (2) all Events of Default with respect to Securities of that series,  other
than the  non-payment  of the  principal of  Securities  of that series that has
become due solely by such acceleration, have been cured or waived as provided in
Section 5.13.

                                      -36-

<PAGE>

     In the case of Securities of a series  initially issued to an Issuer Trust,
if the Holders of such Securities fail to annul such  declaration and waive such
default,  the  holders  of a majority  in  aggregate  Liquidation  Amount of the
related  series  of  Capital   Securities  issued  by  such  Issuer  Trust  then
outstanding  shall also have the right to rescind and annul such declaration and
its  consequences  by written notice to the Company and the Trustee,  subject to
the  satisfaction  of the  conditions  set  forth in the  immediately  preceding
clauses (1) and (2) above of this section 5.2.

No such rescission or waiver shall affect or apply to any subsequent  default or
Event of Default or impair any right consequent thereon.

SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

          (1)  default is made in the  payment of any  installment  of  interest
     (including  Additional Interest, if any) on any Security of any series when
     such  interest  becomes due and payable and such  default  continues  for a
     period of 30 days, or

          (2) default is made in the payment of the  principal of (and  premium,
     if any, on) any Security at the Maturity thereof,

     the Company will, upon demand of the Trustee,  pay to the Trustee,  for the
     benefit of the Holders of such  Securities,  the whole  amount then due and
     payable on such Securities for principal (and premium, if any) and interest
     (including  Additional  Interest,  if any), and, in addition  thereto,  all
     amounts owing the Trustee under Section 6.7.

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

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

SECTION 5.4. Trustee May File Proofs of Claim.

                                      -37-

<PAGE>

     In  case of any  receivership,  conservatorship,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  or  administrative  proceeding  relative  to the  Company or any other
obligor  upon the  Securities  or the  property  of the Company or of such other
obligor or their creditors,

     (a) the Trustee (irrespective of whether the principal of the Securities of
any series shall then be due and payable as therein  expressed or by declaration
or otherwise and  irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue  principal  (and  premium,  if any) or
interest  (including  Additional  Interest,  if  any))  shall  be  entitled  and
empowered, by intervention in such proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of  principal  (and
     premium, if any) and interest (including Additional Interest, if any) owing
     and unpaid in respect to the  Securities  and to file such other  papers or
     documents as may be necessary or advisable  and to take any and all actions
     as are authorized under the Trust Indenture Act in order to have the claims
     of the  Holders,  the Trustee  and any  predecessor  to the  Trustee  under
     Section 6.7 allowed in any such judicial or administrative proceedings; and

          (ii) in  particular,  the Trustee  shall be  authorized to collect and
     receive any monies or other  property  payable or  deliverable  on any such
     claims and to distribute the same in accordance with Section 5.6; and

     (b) any custodian,  receiver,  conservator,  assignee, trustee, liquidator,
sequestrator, (or other similar official) in any such judicial or administrative
proceeding  is hereby  authorized  by each  Holder to make such  payments to the
Trustee for  distribution  in accordance with Section 5.6, and in the event that
the  Trustee  shall  consent  to the  making of such  payments  directly  to the
Holders,  to pay to the Trustee any amount due to it and any predecessor Trustee
under Section 6.7.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize  or  consent  to accept or adopt on behalf of any  Holder  any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the rights of any Holder  thereof,  or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such  proceeding;  provided,  however,
the Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar  official and be a member of a creditors' or other similar
committee.

SECTION 5.5. Trustee May Enforce Claim Without Possession of Securities.

     All rights of action and claims under this  Indenture or the Securities may
be prosecuted  and enforced by the Trustee  without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such  proceeding  instituted  by the Trustee shall be brought in its own name as
trustee of an express  trust,  and any  recovery of judgment  shall,  subject to
Article XIII and after  provision  for the payment of all the amounts  owing the

                                      -38-

<PAGE>

Trustee and any  predecessor  Trustee under Section 6.7, its agents and counsel,
be for the ratable  benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

SECTION 5.6 Application of Money Collected.

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

     FIRST:  To the payment of all  amounts due the Trustee and any  predecessor
Trustee under Section 6.7;

     SECOND: Subject to Article XIII, to the payment of all amounts then due and
unpaid upon  Securities of such series for principal  (and premium,  if any) and
interest (including  Additional Interest, if any) in respect of which or for the
benefit of which such money has been collected,  ratably,  without preference or
priority of any kind, according to the amounts due and payable on such series of
Securities  for  principal  (and  premium,   if  any)  and  interest  (including
Additional Interest, if any), respectively; and

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

SECTION 5.7 Limitation on Suits.

     Subject to Section  5.8, no Holder of any  Securities  of any series  shall
have any right to institute any proceeding,  judicial or otherwise, with respect
to this Indenture or for the appointment of a receiver,  conservator,  assignee,
trustee,  liquidator,  sequestrator (or other similar official) or for any other
remedy hereunder, unless:

          (1) An Event of Default with respect to  Securities  of any series has
     occurred and is continuing,  and the Company has not paid or deposited with
     the Trustee all amounts then payable;

          (2) such Holder has previously  given written notice to the Trustee of
     a  continuing  Event of  Default  with  respect to the  Securities  of that
     series;

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

                                      -39-

<PAGE>

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

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

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

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

SECTION 5.8.  Unconditional  Right of Holders to Receive Principal,  Premium and
Interest; Direct Action by Holders of Capital Securities.

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Security  of  any  series   shall  have  the  right,   which  is  absolute   and
unconditional,  to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including  Additional Interest,  if
any) on such  Security on the  respective  Stated  Maturities  expressed in such
Security (or in the case of redemption, on the Redemption Date) and to institute
suit for the  enforcement  of any such  payment,  and such  right  shall  not be
impaired  without the consent of such  Holder.  In the case of  Securities  of a
series issued to an Issuer Trust,  any registered  holder of Capital  Securities
issued by such Issuer Trust shall, to the fullest extent permitted by applicable
law, have the right,  upon the  occurrence  of an Event of Default  described in
Sections  5.1(1) or 5.1(2)  and  subject  to the same  terms and  conditions  as
provided in Section 5.7 above,  provided the term "Holder" used therein shall be
changed for  purposes  of this  sentence  to "holder of Capital  Securities"  to
institute a suit directly against the Company for enforcement of payment to such
holder of principal of (premium,  if any) and (subject to Sections 3.8 and 3.12)
interest  (including  Additional  Interest,  if any) on the Securities  having a
principal  amount  equal to the  aggregate  Liquidation  Amount of such  Capital
Securities held by such holder.

SECTION 5.9. Restoration of Rights and Remedies.

     If the Trustee,  any Holder or any holder of Capital  Securities  issued by
any Issuer Trust has  instituted  any  proceeding to enforce any right or remedy
under this Indenture and such proceeding has been  discontinued or abandoned for
any reason, or has been determined adversely to the Trustee, such Holder or such
holder of Capital  Securities,  then, and in every

                                      -40-

<PAGE>

such case,  the Company,  the  Trustee,  such Holders and such holder of Capital
Securities shall,  subject to any determination in such proceeding,  be restored
severally and respectively to their former positions  hereunder,  and thereafter
all rights and remedies of the  Trustee,  such Holder and such holder of Capital
Securities shall continue as though no such proceeding had been instituted.

SECTION 5.10. Rights and Remedies Cumulative.

     Except as otherwise provided in the last paragraph of Section 3.7, no right
or remedy  herein  conferred  upon or  reserved to the Trustee or the Holders is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver.

     No delay or  omission  of the  Trustee,  any  Holder of any  Security  with
respect to the  Securities  of the  related  series or any holder of any Capital
Security to exercise any right or remedy accruing upon any Event of Default with
respect to the  Securities of the related  series shall impair any such right or
remedy or  constitute  a waiver of any such Event of Default or an  acquiescence
therein.

     Every right and remedy given by this  Article,  or by law to the Trustee or
to the  Holders  and the  right  and  remedy  given to the  holders  of  Capital
Securities  by Sections 5.2 and 5.8 may be exercised  from time to time,  and as
often as may be deemed expedient,  by the Trustee, the Holders or the holders of
Capital Securities, as the case may be.

SECTION 5.12. Control by Holders.

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

     (1) such  direction  shall not be in conflict  with any rule of law or with
     this Indenture;

     (2) the Trustee may take any other action deemed proper by the Trustee that
     is not inconsistent with such direction; and

     (3) subject to the  provisions  of Section 6.1, the Trustee  shall have the
     right to decline  to follow  such  direction  if a  Responsible  Officer or
     Officers of the Trustee shall, in good

                                      -41-

<PAGE>

     faith,  determine  that  the  proceeding  so  directed  would  be  unjustly
     prejudicial  to the  Holders  not  joining in any such  direction  or would
     involve the Trustee in personal liability.

SECTION 5.13. Waiver of Past Defaults.

     The Holders of not less than a majority in  aggregate  principal  amount of
the Outstanding  Securities of any series  affected  thereby and, in the case of
any Securities of a series initially issued to an Issuer Trust, the holders of a
majority in aggregate  Liquidation  Amount of the Capital  Securities  issued by
such Issuer Trust may waive any past default hereunder and its consequences with
respect to such series, except a default:

          (1) in the  payment  of the  principal  of  (and  premium,  if any) or
     interest (including  Additional  Interest,  if any) on any Security of such
     series  (unless  such default has been cured and the Company has paid to or
     deposited with the Trustee a sum sufficient to pay all matured installments
     of interest (including  Additional  Interest,  if any) and all principal of
     (and premium,  if any, on) all Securities of that series due otherwise than
     by acceleration); or

          (2) in respect of a covenant or provision hereof that under Article IX
     cannot be  modified  or amended  without  the consent of each Holder of any
     Outstanding Security of such series affected.

     Any such  waiver  shall be deemed to be on behalf of the Holders of all the
Securities  of  such  series,  or in the  case  of any  Securities  of a  series
initially  issued to an Issuer Trust,  shall be deemed to be a waiver by holders
of Capital  Securities  issued by such Issuer  Trust,  by all holders of Capital
Securities issued by such Issuer Trust.

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

SECTION 5.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security 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,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant,  but the
provisions  of this  Section  shall  not  apply  to any suit  instituted

                                      -42-

<PAGE>

by the  Trustee,  to any suit  instituted  by any  Holder,  or group of Holders,
holding in the  aggregate  more than 10% in  aggregate  principal  amount of the
Outstanding  Securities of any series,  or to any suit  instituted by any Holder
for the enforcement of the payment of the principal of (and premium,  if any) or
interest (including Additional Interest, if any) on any Security on or after the
respective Stated Maturities  expressed in such Security,  or in the case of any
redemption,  on or after the Redemption  Date for the enforcement of the payment
of the  Redemption  Price or the right to exchange such  Securities  for Capital
Securities, as provided herein or in the related Trust Agreement.

SECTION 5.15. Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 6.1. Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default,

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

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

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same  degree of care and skill in their  exercise,  as a prudent  person
would exercise or use under the  circumstances  in the conduct of his or her own
affairs.

                                      -43-

<PAGE>

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

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

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

          (3) the Trustee  shall not be liable with  respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of Holders pursuant to Section 5.12 relating to the time,  method and place
     of conducting any proceeding  for any remedy  available to the Trustee,  or
     exercising  any  trust or power  conferred  upon the  Trustee,  under  this
     Indenture with respect to the Securities of a series.

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

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

SECTION 6.2. Notice of Defaults.

     Within 90 days  after  actual  knowledge  by a  Responsible  Officer of the
Trustee  of  the  occurrence  of  any  default  hereunder  with  respect  to the
Securities of any series,  the Trustee shall  transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register,  notice of such default,  unless such default shall have been cured or
waived; provided, however, except in the case of a default in the payment of the
principal of (and premium, if any) or interest (including  Additional  Interest,
if any) on any  Security of such  series,  the  Trustee  shall be  protected  in
withholding such notice if and so long as the board of directors,  the executive
committee or a trust committee of directors and/or  Responsible  Officers of the
Trustee in good faith  determines  that the withholding of such notice is in the
interests of the Holders of Securities of such series; and provided further,  in
the case of any default of the character  specified in Section  5.1(3),  no such
notice to Holders of  Securities of such series shall be given until at least 30
days after the  occurrence  thereof.  For the purpose of this Section,  the term
"default"  means  any event  that is,  or after  notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

SECTION 6.3. Certain Rights of Trustee.

                                      -44-

<PAGE>

     Subject to the provisions of Section 6.1:

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

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

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

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

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

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

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

SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals  contained herein and in the Securities,  except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any

                                      -45-

<PAGE>

Authenticating  Agent  assumes any  responsibility  for their  correctness.  The
Trustee  makes no  representations  as to the  validity or  sufficiency  of this
Indenture  or of the  Securities  of any  series or of the  Capital  Securities.
Neither the Trustee nor any  Authenticating  Agent shall be accountable  for the
use or application by the Company of the Securities or the proceeds thereof.

SECTION 6.5. May Hold Securities.

     The Trustee,  any  Authenticating  Agent,  any Paying Agent, any Securities
Registrar  or any other agent of the  Company,  in its  individual  or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13,  may otherwise deal with the Company with the same rights it would
have if it were not Trustee,  Authenticating  Agent,  Paying  Agent,  Securities
Registrar or such other agent.

SECTION 6.6. Money Held in Trust.

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

SECTION 6.7. Compensation and Reimbursement.

     (a) The Company  agrees to pay to the Trustee from time to time  reasonable
compensation  for all  services  rendered by it hereunder in such amounts as the
Company and the Trustee shall agree from time to time (which  compensation shall
not be  limited  by any  provision  of law in  regard to the  compensation  of a
trustee of an express trust).

     (b) The Company  agrees to  reimburse  the Trustee upon its request for all
reasonable expenses,  disbursements and advances incurred or made by the Trustee
in accordance  with any provision of this  Indenture  (including  the reasonable
compensation  and the expenses  and  disbursements  of its agents and  counsel),
except any such expense,  disbursement  or advance as may be attributable to its
negligence or bad faith.

     (c)  Since  the  Issuer  Trust is being  formed  solely  to  facilitate  an
investment  in the Trust  Securities,  the  Company,  as Depositor of the Issuer
Trust  under  the  Trust  Agreement,  hereby  covenants  to pay  all  debts  and
obligations  (other than with respect to the Capital  Securities  and the Common
Securities) and all reasonable costs and expenses of the Issuer Trust (including
without   limitation  all  reasonable   costs  and  expenses   relating  to  the
organization of the Issuer Trust,  the fees and expenses of the trustees and all
costs and expenses relating to the operation of the Issuer Trust) and to pay any
and all taxes,  duties,  assessments or governmental  charges of whatever nature
(other than withholding taxes) imposed on the Issuer Trust by the United States,
or any taxing  authority,  so that the net amounts  received and retained by the
Issuer Trust and the Property  Trustee  after paying such expenses will be equal
to the amounts the Issuer Trust and the Property Trustee would have received had
no such costs or expenses been  incurred by or imposed on the Issuer Trust.  The
foregoing  obligations  of the  Company  are for the  benefit

                                      -46-

<PAGE>

of, and shall be enforceable by, any person to whom any such debts, obligations,
costs,  expenses and taxes are owed (each,  a  "Creditor"),  whether or not such
Creditor  has  received  notice  thereof.  Any such  Creditor  may enforce  such
obligations directly against the Company, and the Company irrevocably waives any
right or remedy to require that any such  Creditor  take any action  against the
Issuer  Trust or any other person  before  proceeding  against the Company.  The
Company  shall  execute  such  additional  agreements  as  may be  necessary  or
desirable to give full effect to the foregoing.

     (d) The  Company  shall  indemnify  the Trustee  for,  and hold it harmless
against, any loss,  liability or expense (including the reasonable  compensation
and the expenses and  disbursements of its agents and counsel)  incurred without
negligence or bad faith,  arising out of or in connection with the acceptance or
administration  of  this  trust  or the  performance  of its  duties  hereunder,
including  the  reasonable  costs and expenses of defending  itself  against any
claim or liability in connection  with the exercise or performance of any of its
powers or duties hereunder.  This indemnification  shall survive the termination
of this Indenture or the resignation or removal of the Trustee.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified  in Section  5.1(4) or 5.1(5)  occurs,  the  expenses and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under the Bankruptcy Code.

SECTION 6.8. Disqualification; Conflicting Interests.

     The Trustee for the  Securities  of any series  issued  hereunder  shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act.  Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred  to in the second to last  paragraph  of said  Section  310(b).  To the
extent  permitted by the Trust Indenture Act, the Trustee shall not be deemed to
have a  conflicting  interest with respect to Securities of any series by virtue
of being a trustee  under  this  Indenture  with  respect  to any  other  series
hereunder. The Trust Agreement and the Guarantee Agreement shall be deemed to be
specifically described in this Indenture for purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

SECTION 6.9. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be:

     (a) an entity  organized  and doing  business  under the laws of the United
States of America or of any state or  territory  thereof or of the  District  of
Columbia,  authorized  under such laws to exercise  corporate  trust  powers and
subject to supervision or examination by Federal, state, territorial or District
of Columbia authority; or

     (b) an entity or other Person  organized and doing  business under the laws
of a foreign  government that is permitted to act as Trustee pursuant to a rule,
regulation or order of the

                                      -47-

<PAGE>

Commission,  authorized under such laws to exercise  corporate trust powers, and
subject to supervision or examination by authority of such foreign government or
a political  subdivision  thereof  substantially  equivalent to  supervision  or
examination applicable to United States institutional trustees;

in either case having a combined capital and surplus of at least  $50,000,000.00
and subject to supervision or examination by Federal or state authority. If such
entity publishes  reports of condition at least annually,  pursuant to law or to
the requirements of the aforesaid supervising or examining authority,  then, for
the purposes of this  Section,  the combined  capital and surplus of such entity
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 the Trustee shall cease
to be eligible in  accordance  with the  provisions  of this  Section,  it shall
resign  immediately in the manner and with the effect  hereinafter  specified in
this  Article.  Neither  the  Company  nor any  Person  directly  or  indirectly
controlling,  controlled by or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.

SECTION 6.10. Resignation and Removal; Appointment of Successor.

     (a) No  resignation  or  removal of the  Trustee  and no  appointment  of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance of appointment by the successor Trustee under Section 6.11.

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

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

     (d) If at any time:

     (1) the Trustee shall fail to comply with Section 6.8 after written request
     therefor by the Company or by any Holder who has been a bona fide Holder of
     a Security for at least six months; or

     (2) the Trustee shall cease to be eligible under Section 6.9 and shall fail
     to resign  after  written  request  therefor  by the Company or by any such
     Holder; or

     (3) the Trustee  shall  become  incapable  of acting or shall be adjudged a
     bankrupt or insolvent  or a receiver,  conservator,  liquidator  or similar
     official of the Trustee or of its property shall be appointed or any public
     officer  shall take charge or control of the

                                      -48-

<PAGE>

     Trustee or of its  property or affairs  for the purpose of  rehabilitation,
     receivership, conservation, winding up or liquidation;

then, in any such case, (i) the Company,  acting  pursuant to the authority of a
Board  Resolution,  may remove the Trustee with respect to the Securities of all
series issued  hereunder,  or (ii) subject to Section  5.14,  any Holder who has
been a bona fide Holder of a Security  for at least six months may, on behalf of
such Holder and all others similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Trustee with respect to the  Securities  of
all series  issued  hereunder  and the  appointment  of a  successor  Trustee or
Trustees.

     (e) If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy  shall occur in the office of Trustee for any cause with respect
to the  Securities of one or more series,  the Company,  by a Board  Resolution,
shall  promptly  appoint a successor  Trustee with respect to the  Securities of
that or those  series.  If, within one year after such  resignation,  removal or
incapability,  or the  occurrence  of such  vacancy,  a successor  Trustee  with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in aggregate  principal  amount of the  Outstanding  Securities of
such series  delivered to the Company and the retiring  Trustee,  the  successor
Trustee so appointed shall,  forthwith upon its acceptance of such  appointment,
become the successor  Trustee with respect to the  Securities of such series and
supersede  the  successor  Trustee  appointed  by the  Company.  If no successor
Trustee  with  respect  to the  Securities  of any  series  shall  have  been so
appointed by the Company or the Holders and accepted  appointment  in the manner
hereinafter  provided,  any Holder who has been a bona fide Holder of a Security
of such series for at least six months may,  subject to Section  5.14, on behalf
of such  Holder  and all  others  similarly  situated,  petition  any  court  of
competent  jurisdiction for the appointment of a successor  Trustee with respect
to the Securities of such series.

     (f) The Company shall give notice of each  resignation  and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor  Trustee  with  respect to the  Securities  of any series by mailing
written  notice of such  event by  first-class  mail,  postage  prepaid,  to the
Holders of Securities of such series as their names and addresses  appear in the
Securities Register. Each notice shall include the name of the successor Trustee
with respect to the  Securities  of such series and the address of its Corporate
Trust Office.

SECTION 6.11. Acceptance of Appointment by Successor.

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

                                      -49-

<PAGE>

retiring  Trustee and shall duly assign,  transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

     (b) In  case of the  appointment  hereunder  of a  successor  Trustee  with
respect to the Securities of one or more (but not all) series, the Company,  the
retiring  Trustee and each  successor  Trustee with respect to the Securities of
one or more series shall  execute and deliver an indenture  supplemental  hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  each  successor  Trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates,  (2)
if the retiring  Trustee is not retiring with respect to all  Securities,  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  Securities  of that or those  series as to which  the  retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the  provisions of this  Indenture as shall be
necessary  to  provide  for or  facilitate  the  administration  of  the  trusts
hereunder by more than one Trustee,  it being  understood that nothing herein or
in such supplemental  indenture shall constitute such Trustees or co-trustees of
the same trust and that each such Trustee  shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder  administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture  the  resignation  or removal of the  retiring  Trustee  shall  become
effective  to the extent  provided  therein  and each  removal  of the  retiring
Trustee,  without any further act, deed or conveyance,  shall become vested with
all the rights,  powers, trusts, and duties of the retiring Trustee with respect
to the  Securities  of that or those  series  to which the  appointment  of such
successor  Trustee  relates;  but,  on request of the  Company or any  successor
Trustee,  such retiring Trustee shall duly assign,  transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the  appointment
of such successor Trustee relates.

     (c) Upon request of any such successor  Trustee,  the Company shall execute
any and all instruments  for more fully and certainly  vesting in and confirming
to  such  successor  Trustee  all  rights,  powers  and  trusts  referred  to in
paragraphs (a) or (b) of this Section 6.11, as the case may be.

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

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

     Any entity into which the Trustee may be merged or  converted or with which
it may be consolidated,  or any entity resulting from any merger,  conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding to
all or substantially  all of the corporate trust business of the Trustee,  shall
be the  successor  of the  Trustee  hereunder,  provided  such  entity  shall be
otherwise  qualified and eligible  under this Article,  without the execution or
filing of any

                                      -50-

<PAGE>

paper or any further act on the part of any of the parties  hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in  office,  any  successor  by  merger,  conversion  or  consolidation  to such
authenticating  Trustee may adopt such authentication and deliver the Securities
so authenticated,  and in case any Securities shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name
of any predecessor Trustee or in the name of such successor Trustee,  and in all
cases the  certificate of  authentication  shall have the full force which it is
provided anywhere in the Securities or in this Indenture that the certificate of
the Trustee shall have.

SECTION 6.13. Preferential Collection of Claims Against Company.

     If and when the  Trustee  shall be or become a creditor  of the Company (or
any other  obligor  upon the  Securities),  the Trustee  shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

SECTION 6.14. Appointment of Authenticating Agent.

     The Trustee may appoint an  Authenticating  Agent or Agents with respect to
one or more series of Securities,  which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange,  registration  of transfer or partial  redemption  thereof or
pursuant to Section 3.6, and  Securities so  authenticated  shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if authenticated  by the Trustee  hereunder.  Wherever  reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,  such reference shall be
deemed to include  authentication  and  delivery  on behalf of the Trustee by an
Authenticating  Agent.  Each  Authenticating  Agent shall be  acceptable  to the
Company and shall at all times be an entity  organized and doing  business under
the laws of the United States of America,  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 not less than
$50,000,000.00  and subject to  supervision  or  examination by Federal or state
authority.  If such Authenticating Agent publishes reports of condition at least
annually,  pursuant  to  law or to  the  requirements  of  said  supervising  or
examining authority,  then for the purposes of this Section the combined capital
and  surplus of such  Authenticating  Agent  shall be deemed to be its  combined
capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section,  such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

     Any entity into which an Authenticating Agent may be merged or converted or
with which it may be  consolidated,  or any entity  resulting  from any  merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any entity  succeeding to all or  substantially  all of the  corporate  trust
business of an Authenticating Agent shall be the successor  Authenticating Agent
hereunder,  provided such entity shall be otherwise eligible under

                                      -51-

<PAGE>

this Section, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

     An  Authenticating  Agent may resign at any time by giving  written  notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Company.  Upon  receiving  such a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  Authenticating
Agent,  which shall be  acceptable  to the Company and shall give notice of such
appointment  in the manner  provided in Section 1.6 to all Holders of Securities
of the series with respect to which such  Authenticating  Agent will serve.  Any
successor  Authenticating  Agent upon  acceptance  hereunder shall become vested
with all the rights, powers and duties of its predecessor  hereunder,  with like
effect  as  if  originally  named  as  an  Authenticating  Agent.  No  successor
Authenticating  Agent shall be appointed  unless eligible under the provision of
this Section.

     The Company  agrees to pay to each  Authenticating  Agent from time to time
reasonable  compensation  for its services  under this Section,  and the Trustee
shall be entitled to be reimbursed  for such payment,  subject to the provisions
of Section 6.7.

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

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

Dated:                                                 WILMINGTON TRUST COMPANY,
      -----------------------------
                                                               as Trustee

                                     By:
                                        ----------------------------------------
                                         As Authenticating Agent for the Trustee


                                     By:
                                        ----------------------------------------
                                         As Authenticating Agent for the Trustee


                                      -52-
<PAGE>


                                   ARTICLE VII
                      HOLDER LISTS AND REPORTS BY TRUSTEE,
                            PAYING AGENT AND COMPANY

SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

     The Company  will  furnish or cause to be  furnished  to the  Trustee  with
respect to Securities of each series for which it acts as Trustee hereunder:

     (a) quarterly, not more than 15 days after the each regular record date for
each Interest Payment Date in each year, a list, in such form as the Trustee may
reasonably  require,  of the names and  addresses of the Holders as of each 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;  provided, however, no such list need be furnished, if and so long
as the Trustee is the Securities Registrar.

SECTION 7.2. Preservation of Information; Communications to Holders.

     (a) The  Trustee  shall  preserve,  in as  current a form as is  reasonably
practicable,  the names and  addresses  of Holders  contained in the most recent
list  furnished  to the  Trustee as  provided  in Section  7.1 and the names and
addresses  of Holders  received  by the Trustee in its  capacity  as  Securities
Registrar.  The  Trustee may  destroy  any list  furnished  to it as provided in
Section 7.1 upon receipt of a new list so furnished.

     (b) The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights  and  privileges  of the  Trustee,  shall  be as  provided  in the  Trust
Indenture Act.

     (c) Every Holder of Securities,  by receiving and holding the same,  agrees
with the Company and the  Trustee  that  neither the Company nor the Trustee nor
any  agent  of  either  of them  shall  be held  accountable  by  reason  of the
disclosure  of  information  as to the names and  addresses  of the Holders made
pursuant to the Trust Indenture Act.

SECTION 7.3. Reports by Trustee and Paying Agent.

     (a) The Trustee  shall  transmit to Holders  such  reports  concerning  the
Trustee and its actions under this Indenture as may be required  pursuant to the
Trust Indenture Act, at the times and in the manner provided pursuant thereto.

                                      -53-

<PAGE>

     (b) Reports so required to be transmitted  at stated  intervals of not more
than 12 months shall be  transmitted  no later than January 31 in each  calendar
year,  commencing  with  the  first  January  31 after  the  first  issuance  of
Securities under this Indenture.

     (c) A copy of each such report shall,  at the time of such  transmission to
Holders,  be filed by the Trustee with each  securities  exchange,  if any, upon
which any Securities  are listed,  and also with the  Commission,  if and to the
extent then required by the Commission's rules and regulations. The Company will
notify the Trustee when any Securities are listed on any securities exchange.

     (d) The Paying Agent shall comply with all withholding, backup withholding,
tax and information  reporting  requirements  under the Internal Revenue Code of
1986, as amended, and the Treasury Regulations issued thereunder with respect to
payments on, or with respect to, the Securities.

SECTION 7.4. Reports by Company.

     The  Company  shall file or cause to be filed with the Trustee and with the
Commission,  if and to the extent then  required by the  Commission's  rules and
regulations,  and transmit to Holders,  such  information,  documents  and other
reports,  and such summaries  thereof,  as may be required pursuant to the Trust
Indenture  Act at the times and in the manner  provided  in the Trust  Indenture
Act,  if this  Indenture  is then  qualified  under  and  subject  to the  Trust
Indenture Act. In the case of information,  documents or reports  required to be
filed with the  Commission  pursuant  to Section  13(a) or Section  15(d) of the
Exchange  Act,  the Company  shall file or cause the filing of such  information
documents or reports with the Trustee within 15 days after the same are required
to be filed with the Commission. Annually, by April 30 of each year, the Company
will file with the Trustee a certificate  of compliance  with all conditions and
covenants applicable to the Company hereunder.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.

     The Company  shall not  consolidate  with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

          (1) the  Person  resulting  from such  consolidation  or merger or the
     Person to which the Company conveys, transfers or leases its properties and
     assets  substantially  as an  entirety  shall be an  entity  organized  and
     existing  under  the laws of the  United  States  of  America  or any state
     thereof or the  District  of Columbia  and shall  expressly  assume,  by an
     indenture  supplemental  hereto,  executed and delivered to the Trustee, in
     form  satisfactory  to the  Trustee,  the due and  punctual  payment of the
     principal  of  (and

                                      -54-

<PAGE>

     premium,  if any),  interest (including  Additional  Interest,  if any) and
     Additional  Sums,  if any, on all the  Securities  of every  series and the
     performance  of every covenant of this Indenture on the part of the Company
     to be performed or observed;  provided,  however,  nothing  herein shall be
     deemed to restrict or  prohibit,  and no  supplemental  indenture  shall be
     required in the case of, the merger of a Principal Subsidiary with and into
     a Principal  Subsidiary  or the  Company,  the  consolidation  of Principal
     Subsidiaries  into a Principal  Subsidiary  or the Company,  or the sale or
     other  disposition  of  all or  substantially  all  of  the  assets  of any
     Principal Subsidiary to another Principal Subsidiary or the Company, if, in
     any such case in which the surviving,  resulting or acquiring entity is not
     the Company, the Company would own, directly or indirectly, at least 80% of
     the voting  securities of the Principal  Subsidiary (and in the case of any
     other  Principal  Subsidiary,  any  voting  securities  of which are owned,
     directly  or  indirectly,  by such  Principal  Subsidiary)  surviving  such
     merger, resulting from such consolidation or acquiring such assets;

          (2) immediately after giving effect to such  transaction,  no Event of
     Default,  and no event that,  after notice or lapse of time, or both, would
     constitute an Event of Default, shall have occurred and be continuing; and

          (3) the Company has delivered to the Trustee an Officers'  Certificate
     and an Opinion of Counsel,  each stating that such  consolidation,  merger,
     conveyance,  transfer or lease and any such  supplemental  indenture comply
     with this Article and that all  conditions  precedent  herein  provided for
     relating to such  transaction have been complied with and met. The Trustee,
     subject to  Section  6.1,  may rely upon such  Officers'  Certificates  and
     Opinions of Counsel as conclusive  evidence that such transaction  complies
     with this Section 8.1.

SECTION 8.2. Successor Company Substituted.

     Upon any  consolidation  or  merger by the  Company  with or into any other
Person,  or any  conveyance,  transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1, the successor entity formed by such consolidation or into which the Company
is merged or to which such  conveyance,  transfer or lease is made shall succeed
to, and be  substituted  for,  and may  exercise  every  right and power of, the
Company under this Indenture  with the same effect as if such  successor  Person
had been  named  as the  Company  herein;  and in the  event of any  conveyance,
transfer or lease of the Company's  properties  and assets  substantially  as an
entirety  and not as part of a merger or  consolidation,  the  Company  shall be
discharged  from all  obligations  and  covenants  under the  Indenture  and the
Securities.

     Such successor Person may cause to be executed, and may issue either in its
own name or in the name of the Company,  any or all of the  Securities  issuable
hereunder  that  theretofore  shall not have  been  signed  by the  Company  and
delivered to the Trustee;  and, upon the order of such successor  Person instead
of the Company and subject to all the terms,  conditions and limitations

                                      -55-

<PAGE>

in this Indenture  prescribed,  the Trustee shall authenticate and shall deliver
any  Securities  that  previously  shall have been signed and  delivered  by the
officers  of the  Company to the  Trustee  for  authentication  pursuant to such
provisions and any Securities that such successor Person  thereafter shall cause
to be  executed  and  delivered  to the  Trustee on its  behalf for the  purpose
pursuant to such provisions.  All the Securities so issued shall in all respects
have the same legal rank and  benefit  under this  Indenture  as the  Securities
theretofore or thereafter issued in accordance with the terms of this Indenture.

     In case of any such consolidation,  merger, sale, conveyance or lease, such
changes in phraseology  and form may be made in the Securities  thereafter to be
issued as may be appropriate.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without Consent of Holders.

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

          (1) to evidence the succession of another  Person to the Company,  and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities contained; or

          (2) to convey, transfer, assign, mortgage or pledge any property to or
     with the Trustee,  or to surrender any right or power herein conferred upon
     the Company; or

          (3) to  establish  the form or terms of  Securities  of any  series as
     permitted by Sections 2.1 or 3.1; or

          (4)  to  facilitate  the  issuance  of  Securities  of any  series  in
     certificated or other definitive form; or

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

          (6) to add any  additional  Events of Default  for the  benefit of the
     Holders of all or any series of Securities (and if such  additional  Events
     of  Defaults  are  to be for  the

                                      -56-

<PAGE>

     benefit of less than all series of Securities, stating that such additional
     Events of Default are expressly  being  included  solely for the benefit of
     the series specified); or

          (7) to change or eliminate any of the  provisions  of this  Indenture,
     provided  that any such change or  elimination  shall (a) become  effective
     only when there is no Security  Outstanding  of any series created prior to
     the  execution  of such  supplemental  indenture  that is  entitled  to the
     benefit of such provision or (b) not apply to any  Outstanding  Securities;
     or

          (8) to cure any  ambiguity,  to correct or  supplement  any  provision
     herein  that may be  defective  or  inconsistent  with any other  provision
     herein  or in any Trust  Agreement  establishing  an Issuer  Trust to which
     Securities have been or are to be issued,  or to make any other  provisions
     with respect to matters or questions arising under this Indenture, provided
     that such action pursuant to this clause (8) shall not adversely affect the
     (i)  interests of the Holders of  Securities  of any series in any material
     respect or,  (ii) in the case of the  Securities  of a series  issued to an
     Issuer Trust and for so long as any of the corresponding  series of Capital
     Securities  issued by such  Issuer  Trust  shall  remain  outstanding,  the
     interests of holders of such Capital Securities; or

          (9)  to  evidence  and  provide  for  the  acceptance  of  appointment
     hereunder by a successor  Trustee with respect to the  Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate  the  administration  of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.11(b); or

          (10) to comply with the  requirements  of the  Commission  in order to
     effect or maintain  the  qualification  of this  Indenture  under the Trust
     Indenture Act.

SECTION 9.2. Supplemental Indentures with Consent of Holders.

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

          (1) change the Stated Maturity of the principal of, or any installment
     of interest (including any Additional Interest) on, any Security, or reduce
     the principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of principal of a
     Discount  Security  that would be due and  payable  upon a  declaration  of
     acceleration  of the Maturity  thereof  pursuant to

                                      -57-

<PAGE>

     Section 5.2,  change any obligation of the Company to pay  Additional  Sums
     pursuant to Section 10.6 hereof (except as  contemplated by Section 8.1 and
     permitted by Section 9.1(1)),  or change the place of payment where, or the
     coin or currency in which,  any  Security or interest  thereon or any other
     sum is payable,  or impair the right to institute suit for the  enforcement
     of any such  payment on or after the Stated  Maturity  thereof  (or, in the
     case of redemption, on or after the Redemption Date), or

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

          (3) modify any of the  provisions  of this  Section,  Section  5.13 or
     Section  10.5,  except to increase any such  percentage  or to provide that
     certain  other  provisions of this  Indenture  cannot be modified or waived
     without the consent of the Holder of each Security affected thereby;

     provided,  further,  that, in the case of the Securities of a series issued
     to an Issuer Trust, so long as any of the  corresponding  series of Capital
     Securities  issued by such Issuer Trust  remains  outstanding,  (i) no such
     amendment shall be made that adversely  affects the holders of such Capital
     Securities in any material  respect,  and no  termination of this Indenture
     shall occur,  and no waiver of any Event of Default or compliance  with any
     covenant under this Indenture shall be effective, without the prior consent
     of the holders of at least a majority of the aggregate  Liquidation  Amount
     of such Capital Securities then outstanding, unless and until the principal
     of (and premium,  if any, on) the Securities of such series and all accrued
     and  (subject  to  Section  3.8)  unpaid  interest  (including   Additional
     Interest,  if any)  thereon  have been paid in full,  and (ii) no amendment
     shall be made to Section 5.8 of this Indenture that would impair the rights
     of the holders of Capital  Securities  issued by an Issuer  Trust  provided
     therein  without  the prior  consent of the  holders  of each such  Capital
     Security then  outstanding  unless and until the principal of (and premium,
     if any, on) the  Securities  of such series and all accrued and (subject to
     Section  3.8)  unpaid  interest  (including  Additional  Interest,  if any)
     thereon have been paid in full.

     A  supplemental  indenture that changes or eliminates any covenant or other
provision of this  Indenture  that has expressly  been  included  solely for the
benefit of one or more  particular  series of  Securities  or any  corresponding
series of Capital Securities of an Issuer Trust that holds the Securities of any
series,  or that modifies the rights of the Holders of Securities of such series
or the holders of such  Capital  Securities  of such  corresponding  series with
respect to such covenant or other  provision,  shall be deemed not to affect the
rights under this  Indenture of the Holders of Securities of any other series or
the holders of Capital Securities of any other such corresponding series.

                                      -58-

<PAGE>

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

SECTION 9.3. Execution of Supplemental Indentures.

     In executing or accepting the additional trusts created by any supplemental
indenture  permitted by this Article or the modifications  thereby of the trusts
created by this  Indenture,  the  Trustee  shall be  entitled  to  receive,  and
(subject to Section 6.1) shall be fully  protected in relying upon, an Officers'
Certificate  and an  Opinion  of  Counsel  stating  that the  execution  of such
supplemental  indenture is authorized or permitted by this  Indenture,  and that
all conditions  precedent  herein provided for relating to such action have been
complied  with.  The Trustee may, but shall not be obligated  to, enter into any
such  supplemental  indenture  that affects the Trustee's own rights,  duties or
immunities under this Indenture or otherwise.

SECTION 9.4. Effect of Supplemental Indentures.

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

SECTION 9.5. Conformity with Trust Indenture Act.

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

SECTION 9.6. Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X
                                    COVENANTS

                                      -59-

<PAGE>

SECTION 10.1. Payment of Principal, Premium and Interest.

     The  Company  covenants  and  agrees  for the  benefit  of each  series  of
Securities  that it will duly and  punctually pay the principal of (and premium,
if any) and interest (including  Additional Interest,  if any) on the Securities
of that  series  in  accordance  with  the  terms  of such  Securities  and this
Indenture.

SECTION 10.2. Maintenance of Office or Agency.

     The  Company  will  maintain  in each  Place of  Payment  for any series of
Securities an office or agency where  Securities of that series may be presented
or surrendered for payment,  where  Securities of that series may be surrendered
for  registration  of transfer or exchange  and where  notices and demands to or
upon the Company in respect of the  Securities of that series and this Indenture
may be served.  The Company initially  appoints the Trustee,  acting through its
Corporate  Trust Office,  as its agent for said purposes.  The Company will give
prompt  written  notice to the Trustee of any change in the location of any such
office or agency.  If at any time the Company shall fail to maintain such office
or agency or shall fail to furnish the Trustee  with the address  thereof,  such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office of the  Trustee,  and the Company  hereby  appoints the
Trustee as its agent to receive all such presentations,  surrenders, notices and
demands.

     The Company may also from time to time  designate one or more other offices
or agencies where the Securities may be presented or surrendered  for any or all
of such purposes, and may from time to time rescind such designations; provided,
however,  no such  designation  or  rescission  shall in any manner  relieve the
Company  of its  obligation  to  maintain  an office or agency in each  Place of
Payment for  Securities of any series for such  purposes.  The Company will give
prompt written notice to the Trustee of any such  designation  and any change in
the location of any such office or agency.

SECTION 10.3. Money for Security Payments to be Held in Trust.

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

     Whenever the Company shall have one or more Paying Agents,  it will,  prior
to 10:00 A.M. Eastern Time, on each due date of the principal of (or premium, if
any) or interest, including Additional Interest on any Securities,  deposit with
a Paying Agent a sum  sufficient to

                                      -60-

<PAGE>

pay the  principal  (and  premium,  if any) or  interest,  including  Additional
Interest  so becoming  due,  such sum to be held in trust for the benefit of the
Persons entitled to such principal (and premium, if any) or interest,  including
Additional  Interest,  and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its failure so to act.

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

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

     (2) give the  Trustee  notice of any  default by the  Company (or any other
obligor upon such  Securities)  in the making of any payment of  principal  (and
premium, if any) or interest (or Additional Interest) in respect of any Security
of any series;

     (3) at any time during the  continuance  of any default  with  respect to a
series of Securities,  upon the written request of the Trustee, forthwith pay to
the Trustee all sums so held in trust by such Paying  Agent with respect to such
series; and

     (4) comply with the provisions of the Trust  Indenture Act applicable to it
as a Paying Agent.

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

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the Company in trust for the payment of the principal of (and premium,  if any),
and/or interest (including  Additional  Interest) on, any Security and remaining
unclaimed  for two years after such  principal  (and  premium,  if any),  and/or
interest  (including  Additional  Interest)  has  become due and  payable  shall
(unless  otherwise  required by  mandatory  provision of  applicable  escheat or
abandoned or unclaimed  property law) be paid on Company Request to the Company,
or (if then held by the Company) shall (unless  otherwise  required by mandatory
provision of  applicable  escheat or abandoned  or  unclaimed  property  law) be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all  liability  of the Trustee or such Paying  Agent with  respect to such trust
money,  and all  liability of the Company as trustee  thereof,  shall  thereupon
cease; provided, the Trustee or such Paying Agent, before being required to make
any such  repayment,  may, at the

                                      -61-

<PAGE>

expense of the Company,  cause to be published once, in a newspaper published in
the English language,  customarily published on each Business Day and of general
circulation in the Borough of Manhattan,  the City of New York and in each Place
of Payment,  notice that such money  remains  unclaimed  and that,  after a date
specified  therein,  which  shall not be less than 30 days from the date of such
publication,  any unclaimed  balance of such money then remaining will be repaid
to the Company.

SECTION 10.4. Statement as to Compliance.

     The Company shall deliver to the Trustee,  within 120 days after the end of
each fiscal year of the  Company  ending  after the date  hereof,  an  Officers'
Certificate  covering the preceding calendar year, stating whether or not to the
best  knowledge  of  the  signers  thereof  the  Company  is in  default  in the
performance,  observance or fulfillment of or compliance  with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company shall
be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.  For the purpose of this Section 10.4, compliance
shall be determined  without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

SECTION 10.5. Waiver of Certain Covenants.

     Subject to the rights of holders of Capital Securities specified in Section
9.2, if any, the Company may omit in any particular  instance to comply with any
covenant or  condition  provided  pursuant  to Section  3.1 with  respect to the
Securities of any series,  if before or after the time for such  compliance  the
Holders of at least a majority in aggregate  principal amount of the Outstanding
Securities  of such series  shall,  by Act of such  Holders,  either  waive such
compliance in such instance or generally waive  compliance with such covenant or
condition,  but no such  waiver  shall  extend to or  affect  such  covenant  or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company in respect of any such covenant
or condition shall remain in full force and effect.

SECTION 10.6. Additional Sums.

     In the case of the  Securities  of a series  initially  issued to an Issuer
Trust,  so long as no Event of Default has occurred and is continuing and except
as otherwise  specified as contemplated by Section 2.1 or Section 3.1, if (i) an
Issuer Trust is the Holder of all of the Outstanding  Securities of such series,
and (ii) a Tax Event has  occurred and is  continuing  in respect of such Issuer
Trust, the Company shall pay to such Issuer Trust (and its permitted  successors
or assigns under the related Trust  Agreement)  for so long as such Issuer Trust
(or its  permitted  successors  or  assigns)  is the  registered  holder  of the
Outstanding  Securities of such series, such additional sums as may be necessary
in order that the amount of Distributions  (including any Additional Amounts (as
defined in such Trust  Agreement))  then due and payable by such Issuer Trust on
its Capital Securities and Common Securities that at any time remain outstanding
in  accordance  with the terms  thereof shall not be reduced as a result of such

                                      -62-

<PAGE>

Additional  Taxes (the  "Additional  Sums").  Whenever in this  Indenture or the
Securities there is a reference in any context to the payment of principal of or
interest on the  Securities,  such mention shall be deemed to include mention of
the 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  pursuant  to Section  3.12 on the  Securities  shall not defer the
payment of any Additional Sums that may be due and payable.

SECTION 10.7. Additional Covenants.

     The Company  covenants  and agrees with each Holder of  Securities  of each
series that it shall not (x) declare or pay any dividends or  distributions  on,
or redeem, purchase,  acquire or make a liquidation payment with respect to, any
shares of the Company's  capital stock,  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 that rank pari passu in all respects with or junior in
interest  to  the  Securities  of  such  series  (other  than  (a)  repurchases,
redemptions or other  acquisitions  of shares of capital stock of the Company in
connection  with any employment  contract,  benefit,  or incentive plan or other
similar  arrangement  with or for  the  benefit  of any  one or more  employees,
officers,  directors  or  consultants  of the  Company or its  Subsidiaries,  in
connection with a dividend  reinvestment or 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 or other event
referred to below,  (b) as a result of an 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 Rights Plan, or the issuance of
rights,  stock or other  property  under any Rights Plan,  or the  redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon  exercise of such  warrants,  options or other  rights is the same stock as
that on which the  dividend  is being paid or ranks pari passu with or junior to
such  stock),  if at such time (i) there  shall have  occurred  any event (A) of
which the  Company  has actual  knowledge  that with the giving of notice or the
lapse of time, or both,  would  constitute  an Event of Default  under  Sections
5.1(1),  (2), (3), (4) or (5) with respect to the Securities of such series, and
(B) which the Company shall not have taken reasonable steps to cure, (ii) if the
Securities of such series are held by an Issuer  Trust,  the Company shall be in
default  with  respect to its  payment of any  obligations  under the  Guarantee
relating to the Capital  Securities  issued by such Issuer  Trust,  or (iii) the
Company  shall have given notice of its  election to begin an  Extension  Period
with respect to the  Securities of such series as provided  herein and shall not
have rescinded such notice,  or such Extension  Period or any extension  thereof
shall be continuing.

                                      -63-

<PAGE>

     The  Company  also  covenants  with each Holder of  Securities  of a series
issued  to an Issuer  Trust (i) to hold,  directly  or  indirectly,  100% of the
Common Securities of such Issuer Trust, provided that any permitted successor of
the Company as provided under Section 8.2 may succeed to the Company's ownership
of such  Common  Securities,  (ii) as holder of such Common  Securities,  not to
voluntarily terminate, wind up or liquidate such Issuer Trust, other than (a) in
connection  with a distribution  of the Securities of such series to the holders
of the related Capital Securities in liquidation of such Issuer Trust, or (b) in
connection with certain mergers,  consolidations  or amalgamations  permitted by
the related Trust Agreement, and (iii) to use its reasonable efforts, consistent
with the terms and  provisions  of such Trust  Agreement,  to cause such  Issuer
Trust to continue  to be taxable as a grantor  trust for United  States  Federal
income tax purposes.

SECTION 10.8. Furnishing Annual Information.

     On or before  December  15 of each year  during  which any  Securities  are
outstanding,  the Company shall furnish to each Paying Agent such information as
may be reasonably requested by each Paying Agent in order that each Paying Agent
may  prepare  the  information  which it is  required to report for such year on
Internal  Revenue  Service  Forms 1096 and 1099  pursuant to Section 6049 of the
Internal Revenue Code of 1986, as amended.  Such  information  shall include the
amount of any original issue discount  includable in income for each  authorized
minimum  denomination  of  principal  amount at Stated  Maturity of  outstanding
Securities during such year.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 11.1. Applicability of This Article.

     Redemption  of  Securities  of any series as  permitted  or required by the
terms of any form of Security issued pursuant to this Indenture shall be made in
accordance  with the terms of such form of Security and this Article;  provided,
however,  if any provision of any such form of Security  shall conflict with any
provision of this Article,  the provision of such form of Security shall govern.
Any  redemption  of any  Security  prior to its  Stated  Maturity  shall also be
subject to prior notice, and approval of (or notice of intent not to disapprove)
the redemption,  if then required by the capital  adequacy rules or otherwise by
the Federal Reserve applicable to the Company at that time.

SECTION 11.2. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities  shall be evidenced by
or pursuant to a Board Resolution.  In case of any redemption at the election of
the Company,  the Company shall, not less than 30 nor more than 60 days prior to
the  Redemption  Date  (unless a shorter

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<PAGE>

notice shall be  satisfactory  to the  Trustee),  notify the Trustee and, in the
case of  Securities of a series held by an Issuer  Trust,  the Property  Trustee
under the related Trust  Agreement,  of such date and of the principal amount of
Securities of the  applicable  series to be redeemed and provide the  additional
information  required to be included  in the notice or notices  contemplated  by
Section 11.4;  provided that, in the case of any series of Securities  initially
issued  to an  Issuer  Trust,  for so long as such  Securities  are held by such
Issuer Trust,  such notice shall be given not less than 45 nor more than 75 days
prior to such  Redemption Date (unless a shorter notice shall be satisfactory to
the Property  Trustee  under the related  Trust  Agreement).  In the case of any
redemption of Securities  prior to the  expiration  of any  restriction  on such
redemption  provided in the terms of such Securities,  the Company shall furnish
the Trustee with an Officers'  Certificate and an Opinion of Counsel  evidencing
compliance with such restriction.

SECTION 11.3. Selection of Securities to be Redeemed.

     If less than all the  Securities  of any  series  are to be  redeemed,  the
particular  Securities  to be redeemed  shall be selected  not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding  Securities of
such series not previously called for redemption,  by such method as the Trustee
shall deem fair and  appropriate  and which may  provide for the  selection  for
redemption of a portion of the principal  amount of any Security of such series,
provided that the  unredeemed  portion of the  principal  amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.

     The Trustee shall promptly  notify the Company in writing of the Securities
selected for partial redemption and the principal amount thereof to be redeemed.
For all purposes of this Indenture,  unless the context otherwise requires,  all
provisions relating to the redemption of Securities shall relate, in the case of
any  Security  redeemed  or to be redeemed  only in part,  to the portion of the
principal amount of such Security that has been or is to be redeemed.

SECTION 11.4. Notice of Redemption.

     Notice of redemption shall be given by first-class  mail,  postage prepaid,
mailed  not  later  than 30 days,  and not  earlier  than 60 days,  prior to the
Redemption Date, to each Holder of Securities to be redeemed,  at the address of
such Holder as it appears in the Securities Register.

     With respect to  Securities  of such series to be redeemed,  each notice of
redemption shall state:

     (a) the Redemption Date;

     (b) the Redemption  Price or, if the Redemption  Price cannot be calculated
prior to the time the  notice  is  required  to be  sent,  the  estimate  of the
Redemption  Price provided  pursuant to the Indenture  together with a statement
that it is an estimate and that the actual  Redemption  Price will be calculated
on the third Business Day prior to the  Redemption  Date (if such an estimate of

                                      -65-

<PAGE>

the Redemption  Price is given, a subsequent  notice shall be given as set forth
above setting forth the  Redemption  Price  promptly  following the  calculation
thereof);

     (c) if less than all Outstanding  Securities of such particular  series are
to be redeemed, the identification (and, in the case of partial redemption,  the
respective principal amounts) of the particular Securities to be redeemed;

     (d) that, on the Redemption  Date, the Redemption Price will become due and
payable upon each such Security or portion  thereof,  and that interest  thereon
(including  Additional  Interest,  if any), if any, shall cease to accrue on and
after said date;

     (e) the  Place  or  Places  of  Payment  where  such  Securities  are to be
surrendered for payment of the Redemption Price;

     (f) such other  provisions  as may be required in respect of the terms of a
particular series of Securities;

     (g) that the redemption is for a sinking fund, if such is the case; and

     (h) the CUSIP number, if any.

     Notice of  redemption  of  Securities to be redeemed at the election of the
Company  shall be given by the  Company  or, at the  Company's  request,  by the
Trustee in the name and at the expense of the Company and shall be  irrevocable.
The  notice,  if mailed in the  manner  provided  above,  shall be  conclusively
presumed  to have been duly  given,  whether  or not the  Holder  receives  such
notice.  In any case, a failure to give such notice by mail or any defect in the
notice to the Holder of any Security  designated for redemption as a whole or in
part shall not affect the validity of the  proceedings for the redemption of any
other Security.

SECTION 11.5. Deposit of Redemption Price.

     Prior to 10:00 A.M.  Eastern Time, on the Redemption  Date specified in the
notice of redemption given as provided in Section 11.4, the Company will deposit
with the Trustee or with one or more Paying  Agents (or if the Company is acting
as its own  Paying  Agent,  the  Company  will  segregate  and  hold in trust as
provided in Section 10.3) an amount of money  sufficient  to pay the  Redemption
Price of, and any accrued interest (including  Additional  Interest) on, all the
Securities (or portions thereof) that are to be redeemed on that date.

SECTION 11.6. Payment of Securities Called for Redemption.

     If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of  Securities  with respect to which such notice has been
given  shall  become  due and  payable  on the date and at each Place of Payment
stated in such notice at the applicable

                                      -66-

<PAGE>

Redemption Price, together with accrued interest (including Additional Interest,
if any) to the Redemption Date. On presentation and surrender of such Securities
duly endorsed or accompanied by written  instruments of transfer executed by the
Holder or its duly authorized attorney, in form satisfactory to the Company, the
Trustee  and the  Securities  Registrar,  at a Place of Payment  in said  notice
specified,  the said Securities or the specified  portions thereof shall be paid
and redeemed by the Company at the applicable  Redemption  Price,  together with
accrued interest (including Additional Interest, if any) to the Redemption Date;
provided,  however,  unless otherwise  specified as contemplated by Section 3.1,
installments of interest (including  Additional  Interest) whose Stated Maturity
is on or prior to the  Redemption  Date will be payable  to the  Holders of such
Securities,  or one or more  Predecessor  Securities,  registered as such at the
close of business on the relevant  record dates according to their terms and the
provisions of Section 3.8.

     Upon  presentation of any Security  redeemed in part only, duly endorsed or
accompanied by written instrument of transfer executed by the Holder or its duly
authorized  attorney,  in form satisfactory to the Company,  the Trustee and the
Securities   Registrar,   the  Company  shall  execute  and  the  Trustee  shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new Security or Securities of the same series, of authorized  denominations,  in
an aggregate principal amount equal to the unredeemed portion of the Security so
presented and having the same Original Issue Date, Stated Maturity and terms.

     Unless the Company fails to deposit or pay the Redemption  Price,  together
with  accrued  interest  (including  Additional  Interest,  if  any),  upon  the
Redemption Date the Securities to be redeemed shall no longer be Outstanding and
no interest (including  Additional  Interest,  if any) shall accrue thereon, and
upon receipt of any certification  representing the redeemed Securities shall be
cancelled as provided in Section  3.10.  If any Security  called for  redemption
shall not be so paid under surrender  thereof for  redemption,  the principal of
and premium,  if any, on such Security shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

SECTION 11.7.  Right of Redemption of Securities  Initially  Issued to an Issuer
Trust.

     In the case of the  Securities  of a series  initially  issued to an Issuer
Trust, except as otherwise specified by Section 3.1, the Company, at its option,
may redeem such  Securities (i) on or after the date specified in such Security,
in whole at any time or in part from time to time,  or (ii) upon the  occurrence
and during the  continuation  of a Tax Event,  an Investment  Company Event or a
Capital Treatment Event, at any time within 90 days following the occurrence and
during the continuation of such Tax Event,  Investment  Company Event or Capital
Treatment  Event, in whole (but not in part), in each case at a Redemption Price
specified in such Security, together with accrued interest (including Additional
Interest, if any) to the Redemption Date.

     If less than all the Securities of any such series are to be redeemed,  the
aggregate principal amount of such Securities remaining Outstanding after giving
effect to such  redemption  shall be sufficient to satisfy any provisions of the
Trust  Agreement  related to the  Issuer  Trust to

                                      -67-

<PAGE>

which such  Securities  were issued,  including  any  requirement  in such Trust
Agreement  as to the  minimum  Liquidation  Amount  (as  defined  in such  Trust
Agreement),  if any, of Capital  Securities  that may be held by a holder  under
such Trust Agreement.

                                   ARTICLE XII
                                  SINKING FUNDS

     Except as may be  provided in any  supplemental  or amended  indenture,  no
sinking fund shall be established or maintained for the retirement of Securities
of any series.

                                  ARTICLE XIII
                           SUBORDINATION OF SECURITIES

SECTION 13.1. Securities Subordinate to Senior Indebtedness.

     The Company  covenants  and agrees,  and each Holder of a Security,  by its
acceptance  thereof,  likewise covenants and agrees,  that, to the extent and in
the manner  hereinafter set forth in this Article,  the payment of the principal
of (and premium, if any) and interest (including Additional Interest, if any) on
each and all of the  Securities  of each and every  series are hereby  expressly
made  subordinate  and  junior to and  subject  in right of payment to the prior
payment in full of all Senior Indebtedness, and the Securities of each and every
series  issued  initially  to an Issuer Trust shall be pari passu with all other
Securities issued initially hereunder to Issuer Trusts.

SECTION 13.2. No Payment When Senior  Indebtedness  in Default;  Payment Over of
Proceeds Upon Dissolution, Etc.

     If the  Company  shall  default  in the  payment  of any  principal  of (or
premium,  if any) or interest on any Senior  Indebtedness  when the same becomes
due and  payable,  whether at maturity or at a date fixed for  prepayment  or by
declaration  of  acceleration  or otherwise,  then,  upon written notice of such
default to the  Company by the  holders of Senior  Indebtedness  or any  trustee
therefor, unless and until such default shall have been cured or waived or shall
have  ceased  to  exist,  no  direct or  indirect  payment  (in cash,  property,
securities,  by  set-off  or  otherwise)  shall be made or  agreed to be made on
account  of the  principal  of (or  premium,  if  any)  or  interest  (including
Additional  Interest,  if any) on any of the  Securities,  or in  respect of any
redemption,  repayment,  retirement, purchase or other acquisition of any of the
Securities.

     In  the   event   of  (i)   any   insolvency,   bankruptcy,   receivership,
conservatorship, liquidation, reorganization, readjustment, composition or other
similar proceeding relating to the Company, its creditors or its property,  (ii)
any  proceeding  for the  liquidation,  dissolution  or other  winding-up of the
Company,  voluntary  or  involuntary,  whether or not  involving  insolvency  or
bankruptcy  proceedings,  (iii) any assignment by the Company for the benefit of
creditors or (iv)

                                      -68-

<PAGE>

any other  marshalling  of the assets of the Company  (each such event,  if any,
herein  sometimes  referred  to  as a  "Proceeding"),  all  Senior  Indebtedness
(including  any interest  thereon  accruing after the  commencement  of any such
proceedings)  shall first be paid in full  before any  payment or  distribution,
whether in cash,  securities or other  property,  shall be made to any Holder of
any of the Securities on account thereof.  Any payment or distribution,  whether
in cash,  securities or other property  (other than securities of the Company or
any other entity provided for by a plan of reorganization  or readjustment,  the
payment  of which is  subordinate,  at least  to the  extent  provided  in these
subordination  provisions  with  respect to the  indebtedness  evidenced  by the
Securities,  to the payment of all Senior  Indebtedness at the time  outstanding
and to any  securities  issued  in  respect  thereof  under  any  such  plan  of
reorganization   or   readjustment),   which  would  otherwise  (but  for  these
subordination provisions) be payable or deliverable in respect of the Securities
of any  series  shall be paid or  delivered  directly  to the  holders of Senior
Indebtedness  in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any Proceeding) shall have been paid in full.

     In the event of any  Proceeding,  after  payment  in full of all sums owing
with respect to Senior  Indebtedness,  the Holders of the  Securities,  together
with the holders of any  obligations of the Company ranking on a parity with the
Securities,  shall be  entitled  to be paid  from the  remaining  assets  of the
Company the amounts at the time due and owing on account of unpaid  principal of
(and premium, if any) and interest (including  Additional  Interest,  if any) on
the  Securities  and  such  other  obligations   before  any  payment  or  other
distribution,  whether in cash, property or otherwise,  shall be made on account
of any capital stock or any  obligations  of the Company  ranking  junior to the
Securities and such other obligations.

     If,  notwithstanding  the  foregoing,  any payment or  distribution  of any
character or any security,  whether in cash, securities or other property (other
than  securities  of the Company or any other  entity  provided for by a plan of
reorganization or readjustment, the payment of which is subordinate, at least to
the  extent  provided  in these  subordination  provisions  with  respect to the
indebtedness  evidenced  by  the  Securities,  to  the  payment  of  all  Senior
Indebtedness  at the time  outstanding  and to any securities  issued in respect
thereof under any plan of reorganization or readjustment),  shall be received by
the Trustee or any Holder in contravention of any of the terms hereof and before
all  Senior  Indebtedness  shall  have  been  paid  in  full,  such  payment  or
distribution  or  security  shall be  received  in trust for the benefit of, and
shall be paid over or delivered  and  transferred  to, the holders of the Senior
Indebtedness  at the time  outstanding in accordance  with the  priorities  then
existing  among  such  holders  for  application  to the  payment  of all Senior
Indebtedness  remaining  unpaid,  to the extent necessary to pay all such Senior
Indebtedness  in full.  In the event of the failure of the Trustee or any Holder
to endorse or assign any such payment,  distribution or security, each holder of
Senior  Indebtedness is hereby  irrevocably  authorized to endorse or assign the
same.

     No present or future holder of any Senior  Indebtedness shall be prejudiced
in the right to  enforce  subordination  of the  indebtedness  evidenced  by the
Securities  by any act or  failure  to act on the part of the  Company.  Nothing
contained  herein  shall  impair,  as between  the  Company  and the  Holders of
Securities of each series,  the obligation of the Company to pay to such

                                      -69-

<PAGE>

Holders  the  principal  of  (and  premium,  if  any)  and  interest  (including
Additional Interest) on such Securities or prevent the Trustee or the Holder (or
to the extent expressly provided herein,  the holder of any Capital  Securities)
from  exercising  all  rights,   powers  and  remedies  otherwise  permitted  by
applicable  law or hereunder upon a default or Event of Default  hereunder,  all
subject to the rights of the holders of the Senior Indebtedness to receive cash,
securities or other property otherwise payable or deliverable to the Holders.

     Senior  Indebtedness  shall not be deemed to have been paid in full  unless
the holders thereof shall have received cash, securities or other property equal
to the amount of such Senior Indebtedness then outstanding.

     The  Trustee and the Holders  shall take such  action  (including,  without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Indebtedness  or consent to the filing of a  financing  statement  with  respect
hereto)  as may,  in the  opinion  of  counsel  designated  by the  holders of a
majority in principal amount of the Senior Indebtedness at the time outstanding,
be necessary or appropriate  to assure the  effectiveness  of the  subordination
effected by these provisions.

     The provisions of this Section 13.2 shall not impair any rights, interests,
remedies  or powers of any  secured  creditor  of the  Company in respect of any
security  interest the creation of which is not  prohibited by the provisions of
this Indenture.

     The  securing of any  obligations  of the Company,  otherwise  ranking on a
parity with the  Securities  or ranking  junior to the  Securities  shall not be
deemed to prevent such obligations from constituting,  respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

SECTION 13.3. Payment Permitted If No Default.

     Nothing  contained in this Article or elsewhere in this Indenture or in any
of the Securities shall prevent (a) the Company,  at any time, except during the
pendency of the conditions  described in the first  paragraph of Section 13.2 or
of any Proceeding  referred to in Section 13.2, from making payments at any time
of  principal  of  (and  premium,  if  any) or  interest  (including  Additional
Interest) on the Securities, or (b) the application by the Trustee of any monies
deposited  with it hereunder to the payment of or on account of the principal of
(and premium,  if any) or interest  (including any  Additional  Interest) on the
Securities or the  retention of such payment by the Holders,  if, at the time of
such  application  by the Trustee,  the Trustee did not have knowledge that such
payment would have been prohibited by the provisions of this Article.

SECTION 13.4. Subrogation to Rights of Holders of Senior Indebtedness; Etc.

     Upon and  following the payment in full of all amounts due or to become due
on all Senior  Indebtedness,  or the  provision for such payment in cash or cash
equivalents  or  otherwise

                                      -70-

<PAGE>

in a manner satisfactory to the holders of Senior  Indebtedness,  the Holders of
the  Securities  of each series shall be subrogated to all rights of the holders
of such  Senior  Indebtedness  (equally  and  ratably  with the  holders  of all
indebtedness  of the Company that by its express terms is subordinated to Senior
Indebtedness of the Company to  substantially  the same extent as the Securities
of such series are  subordinated to the Senior  Indebtedness  and is entitled to
like rights of  subrogation by reason of any payments or  distributions  made to
holders  of such  Senior  Indebtedness)  to receive  any  further  payments  and
distributions  of  cash,  property  and  securities  applicable  to  the  Senior
Indebtedness until the principal of (and premium if any) and interest (including
Additional  Interest) on the Securities of such series, if any, shall be paid in
full. No payments or distributions to the holders of the Senior  Indebtedness of
any cash,  property or securities to which the Holders of the Securities of each
series or the  Trustee  would be  entitled  except  for the  provisions  of this
Article XIII,  and no payments  over pursuant to the  provisions of this Article
XIII to or for the benefit of the holders of Senior  Indebtedness  by Holders of
the Securities or the Trustee,  shall, as among the Company, its creditors other
than  holders of Senior  Indebtedness,  and the  Holders of the  Securities,  be
deemed to be a payment or  distribution  by the  Company to or on account of the
Senior  Indebtedness.  It is understood that the provisions of this Article XIII
are and are intended  solely for the purposes of defining the relative rights of
the holders of the  Securities,  on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

SECTION 13.5. Provisions Solely to Define Relative Rights.

     The provisions of this Article are and are intended  solely for the purpose
of defining the relative rights of the Holders of the Securities on the one hand
and the holders of Senior  Indebtedness on the other hand.  Nothing contained in
this Article or elsewhere in this  Indenture or in the Securities is intended to
or shall: (a) impair,  as between the Company and the Holders of the Securities,
the obligations of the Company, which are absolute and unconditional,  to pay to
the  Holders  of the  Securities  the  principal  of (and  premium,  if any) and
interest  (including any Additional  Interest) on the Securities as and when the
same shall become due and payable in accordance  with their terms; or (b) affect
the relative  rights  against the Company of the Holders of the  Securities  and
creditors  of the Company  other than their rights in relation to the holders of
Senior  Indebtedness;  or (c) prevent the Trustee or the Holder of any  Security
(or to the extent expressly provided herein, the holder of any Capital Security)
from exercising all remedies otherwise  permitted by applicable law upon default
under this  Indenture,  including  filing and voting  claims in any  Proceeding,
subject  to the  rights,  if any,  under this  Article of the  holders of Senior
Indebtedness  to receive  cash,  property and  securities  otherwise  payable or
deliverable to the Trustee or such Holder.

SECTION 13.6. Trustee to Effectuate Subordination.

     Each Holder of a Security by his or her acceptance  thereof  authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to

                                      -71-

<PAGE>

acknowledge  or  effectuate  the  subordination  provided  in this  Article  and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

SECTION 13.7. No Waiver of Subordination Provisions.

     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
be otherwise charged with.

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

SECTION 13.8. Notice to Trustee.

     The Company shall give prompt  written  notice to a Responsible  Officer of
the Trustee of any fact known to the Company  that would  prohibit the making of
any payment to or by the Trustee in respect of the  Securities.  Notwithstanding
the  provisions of this Article or any other  provision of this  Indenture,  the
Trustee  shall not be charged with  knowledge of the existence of any facts that
would  prohibit the making of any payment to or by the Trustee in respect of the
Securities,  unless and until a  Responsible  Officer of the Trustee  shall have
received  written  notice  thereof  from  the  Company  or a  holder  of  Senior
Indebtedness or from any trustee,  agent or representative  therefor;  provided,
however,  if the Trustee shall not have received the notice provided for in this
Section  at least two  Business  Days  prior to the date upon which by the terms
hereof any monies may become payable for any purpose (including,  the payment of
the principal of (and premium, if any, on) or interest (including any Additional
Interest) on any  Security),  then,  anything  herein  contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
monies and to apply the same to the  purpose  for which they were  received  and
shall not be affected by any notice to the  contrary  that may be received by it
within two Business Days prior to such date.

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<PAGE>

     Subject to the  provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing  himself
or   herself  to  be  a  holder  of  Senior   Indebtedness   (or  a  trustee  or
attorney-in-fact  therefor)  to  establish  that such notice has been given by a
holder of Senior Indebtedness (or a trustee or attorney-in-fact  therefor).  The
Trustee shall immediately  notify the Company by telephone of the receipt of any
such notice. In the event that the Trustee determines in good faith that further
evidence  is  required  with  respect  to the right of any Person as a holder of
Senior  Indebtedness to participate in any payment or  distribution  pursuant to
this  Article,  the Trustee may request  such Person to furnish  evidence to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such Person,  the extent to which such Person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
such Person  under this  Article,  and if such  evidence is not  furnished,  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.

SECTION 13.9. Reliance on Judicial Order or Certificate of Liquidating Agent.

     Upon any payment or  distribution  of assets of the Company  referred to in
this  Article,  the Trustee,  subject to the  provisions of Section 6.1, and the
Holders of the  Securities  shall be  entitled  to rely upon any order or decree
entered  by any court of  competent  jurisdiction  in which such  Proceeding  is
pending, or a certificate of the trustee in bankruptcy,  receiver,  conservator,
liquidating trustee, custodian,  assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities,  for the purpose of ascertaining the Persons entitled
to  participate  in such  payment  or  distribution,  the  holders of the 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.

SECTION 13.10. Trustee Not Fiduciary for Holders of Senior Indebtedness.

     The Trustee, in its capacity as trustee under this Indenture,  shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith  mistakenly pay over
or  distribute to Holders of Securities or to the Company or to any other Person
cash,  property or securities to which any holders of Senior  Indebtedness shall
be entitled by virtue of this Article or otherwise.

SECTION 13.11. Rights of Trustee as Holder of Senior Indebtedness;  Preservation
of Trustee's Rights.

     The Trustee in its individual  capacity shall be entitled to all the rights
set forth in this Article with  respect to any Senior  Indebtedness  that may at
any  time be held by it,  to the same

                                      -73-

<PAGE>

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.

SECTION 13.12. Article Applicable to Paying Agents.

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

SECTION 13.13. Certain Conversions or Exchanges Deemed Payment.

     For purposes of this Article only,  (a) the issuance and delivery of junior
securities  upon conversion or exchange of Securities of any series shall not be
deemed to  constitute a payment or  distribution  on account of the principal of
(or premium, if any, on) or interest (including any Additional Interest) on such
Securities  or  on  account  of  the  purchase  or  other  acquisition  of  such
Securities,  and (b) the  payment,  issuance or  delivery  of cash,  property or
securities  (other  than junior  securities)  upon  conversion  or exchange of a
Security of any series shall be deemed to  constitute  payment on account of the
principal of such security.  For the purposes of this Section,  the term "junior
securities"  means (i) shares of capital stock of any class of the Company,  and
(ii) securities of the Company that are  subordinated in right of payment to all
Senior  Indebtedness that may be outstanding at the time of issuance or delivery
of such securities to  substantially  the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article.

                                     * * * *

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




[Remainder  of page left  intentionally  blank;  signatures  appear on following
page.]

                                      -74-
<PAGE>



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



ATTEST:                          FLORIDA COMMUNITY BANKS, INC.


                                 By:   /s/  Stephen L. Price
                                 Name: Stephen L. Price
                                 Title:  Chief Executive Officer

     /s/  Thomas V. Ogletree
Secretary

          [CORPORATE SEAL]

                                            WILMINGTON TRUST COMPANY,
                                 as Trustee, and not in its individual capacity


                                 By: /s/ Kathleen A. Pedelini
                                     -------------------------------------------
                                 Name: Kathleen A. Pedelini
                                 Title: Administrative Account Manager











                                      -75-

<PAGE>



                                    EXHIBIT A

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
STATE  OR  OTHER  JURISDICTION'S  SECURITIES  OR  BLUE  SKY  LAWS,  AND NO  SUCH
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED,
PLEDGED,  HYPOTHECATED OR DISPOSED OF ABSENT AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE  SECURITIES ACT OR SUCH OTHER  APPLICABLE  SECURITIES OR BLUE SKY LAWS
COVERING  SUCH  SECURITIES  OR  SUCH  TRANSFER  IS MADE  IN  ACCORDANCE  WITH AN
AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, WHICH MAY INCLUDE EXEMPTIONS UNDER
REGULATION S, RULE 144A,  RULE 144 OR ANY OTHER  AVAILABLE  EXEMPTION  UNDER THE
SECURITIES  ACT, AND ANY OTHER  APPLICABLE  SECURITIES OR BLUE SKY LAWS, AND THE
COMPANY  RECEIVES  AN  OPINION OF  COUNSEL  FROM THE HOLDER OF THESE  SECURITIES
REASONABLY  SATISFACTORY TO THE COMPANY STATING THAT SUCH OFFER, SALE, TRANSFER,
ASSIGNMENT,   PLEDGE,   HYPOTHECATION,   OR   DISPOSITION  IS  EXEMPT  FROM  THE
REGISTRATION  REQUIREMENTS  OF SUCH  SECURITIES  ACT AND  ANY  OTHER  APPLICABLE
SECURITIES OR BLUE SKY LAWS.

THIS SECURITY IS NOT A DEPOSIT OR AN OBLIGATION OF ANY  DEPOSITORY  INSTITUTION,
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
GOVERNMENT AGENCY, AND IS NOT SECURED.


                          FLORIDA COMMUNITY BANKS, INC.

                             SERIES A FLOATING RATE
                         JUNIOR SUBORDINATED DEBENTURES

                             DUE SEPTEMBER 30, 2032


                                                      Aggregate Principal Amount
Certificate No. -001-                                        $10,310,000.00


     FLORIDA COMMUNITY BANKS, INC., a Florida  corporation (the "Company," which
term includes any successor Person under the Indenture hereinafter referred to),
for value received,  hereby promises to pay to Wilmington Trust Company,  not in
its individual  capacity,  but solely as Property Trustee for FCBI CAPITAL TRUST
I, a statutory  business  trust created under the laws of the State of Delaware,
or  registered  assigns,  the  principal  sum of TEN MILLION  THREE  HUNDRED TEN
THOUSAND AND NO/100  DOLLARS  ($10,310,000.00)  on September 30, 2032;  provided
that the  Company  may shorten  the Stated  Maturity  of the  principal  of this
Security to a date not earlier than June

<PAGE>

30,  2007,  subject  to certain  conditions  specified  in  Section  3.15 of the
Indenture,  AND TO  REDEMPTION BY THE Company as provided in Section 11.7 of the
Indenture,  but in no event  shall the  Stated  Maturity  be a date  later  than
September  30,  2032.  The  Company  further  promises  to pay  interest on said
principal from the date of issuance,  or from the most recent  Interest  Payment
Date to which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on March 31, June 30, September 30, and
December 31 of each year (each, a "Distribution Date"), commencing June 30, 2002
at the floating rate per annum,  reset quarterly on each  Distribution  Date for
the next succeeding quarter, equal to the prime rate of interest so published in
the "Money  Rates" table in the Eastern  Edition of The Wall Street  Journal for
the last  business  day of each of  March,  June,  September  and  December,  as
applicable (or if more than one rate is so indicated in The Wall Street Journal,
the prime rate shall equal the highest rate provided), plus 50 basis points (the
"Floating Rate") on the principal amount  outstanding  hereunder,  together with
Additional Sums, if any, as provided in Section 10.6 of the Indenture, until the
principal hereof is paid or duly provided for or made available for payment. Any
principal,  premium or Additional  Sums and any overdue  installment of interest
not paid when due shall bear  Additional  Interest at the Floating  Rate (to the
extent  that  the  payment  of such  interest  shall  be  legally  enforceable),
compounded quarterly, from the dates such amounts are due until they are paid or
made  available  for  payment.  The  amount  of  interest  payable  for any full
quarterly  period shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.  The amount of interest payable for any period less than a
full  quarter  shall be computed  on the basis of a 360-day  year and the actual
number of days  elapsed  during  that  period.  The  interest  so  payable,  and
punctually  paid or duly  provided  for, on any Interest  Payment Date will,  as
provided in the Indenture, be paid to the Holder at the close of business on the
Regular  Record Date for such  interest  installment.  Any such  interest not so
punctually  paid or duly provided for shall forthwith cease to be payable to the
Holder  on such  Regular  Record  Date  and  may  either  be paid to the  Holder
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee  (notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date) or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange,  if any, on which
the  Securities  of this  series may be listed,  and upon such  notice as may be
required by such exchange, all as more fully provided in said Indenture.

     So long as no Event of Default has occurred and is continuing,  the Company
shall have the right as provided in Section 3.12 of the  Indenture,  at any time
during  the term of this  Security,  from time to time to defer the  payment  of
interest on this Security for up to 20 consecutive  quarterly  interest  payment
periods with respect to each  deferral  period (each,  an  "Extension  Period"),
during  which  Extension  Periods  the  Company  shall have the right to make no
payments or partial  payments of interest on any Interest  Payment Date,  and at
the end of which the  Company  shall pay all  interest  then  accrued and unpaid
including Additional Interest,  as provided below;  provided,  however,  that no
Extension  Period shall extend  beyond the Stated  Maturity of the  principal of
this  Security  and no such  Extension  Period  may end on a date  other than an
Interest Payment Date; and provided, further, however, during any such Extension
Period,  the Company shall not (i) declare or pay any dividends or distributions
on, or redeem, purchase,  acquire or make a liquidation payment with respect to,
any of the  Company's  capital  stock,  or (ii) make any payment of principal or
interest  or  premium,  if any,  on or  repay,  repurchase  or  redeem  any debt
securities of the Company that rank pari passu in all respects with or junior in
interest to this  Security  (other than (a)  repurchases,  redemptions  or other
acquisitions  of shares of capital stock of the Company in  connection  with any
employment contract, benefit or incentive plan or other similar arrangement with
or for  the  benefit  of any  one or  more  employees,  officers,  directors  or
consultants  of the Company or any of its  subsidiaries,  in  connection  with a
dividend  reinvestment or 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 an exchange or
conversion of any class or series of the

<PAGE>

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 Rights Plan, or the issuance of rights, stock or
other  property under any 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,  or (f)
payments by the Company under the  Guarantee).  Prior to the  termination of any
such  Extension  Period,  the Company may further defer the payment of interest,
provided  that no Event of Default has occurred and is  continuing  and provided
further,  no Extension  Period shall exceed 20  consecutive  quarterly  interest
payment  periods,  extend  beyond the Stated  Maturity of the  principal of this
Security  or end on a date  other  than  an  Interest  Payment  Date.  Upon  the
termination of any such Extension Period and upon the payment of all accrued and
unpaid  interest and any  Additional  Interest then due on any Interest  Payment
Date,  the Company  may elect to begin a new  Extension  Period,  subject to the
above  conditions.  No  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 that the payment of such  interest  shall be
legally  permissible) at the Floating Rate per annum,  compounded  quarterly and
calculated as set forth in the first  paragraph of this Security,  from the date
on which such amounts  would  otherwise  have been due and payable until paid or
made available for payment.  The Company shall give the Holders of this Security
and the Trustee  notice of its election to begin any  Extension  Period at least
one Business  Day prior to the next  succeeding  Interest  Payment Date on which
interest on this Security would be payable but for such deferral,  or so long as
such securities are held by the Issuer Trust, at least one Business Day prior to
the  earlier  of (i) the  next  succeeding  date on which  Distributions  on the
Capital  Securities of such Issuer Trust would be payable but for such deferral,
and (ii) the record date for determining the holders of such Capital  Securities
entitled to such Distributions on the Capital Securities.

     Payment of the  principal  of (and  premium,  if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United  States,  in such coin or currency of the United States of
America  as at the time of payment  is legal  tender  for  payment of public and
private  debts,  which  unless  otherwise  changed by the  Company  shall be the
Corporate Trust Office.

     The  indebtedness  evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payments to the prior payment
in full of all Senior  Indebtedness,  and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of this Security,
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 actions as
may be necessary or appropriate to 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, 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.

     Reference  is hereby made to the further  provisions  of this  Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

<PAGE>

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

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


                          FLORIDA COMMUNITY BANKS, INC.



                          By:
                             -----------------------------------------
                          Name:
                             ---------------------------------------
                          Title: Chief Executive Officer

Attest:


   Secretary

[CORPORATE SEAL]


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

Dated:____________                       WILMINGTON TRUST COMPANY
                           not in its individual capacity, but solely as Trustee

                                            By:_________________________________
                                                     Authorized Signatory


<PAGE>


                               Reverse of Security

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under the  Junior  Subordinated  Indenture,  dated as of June ___,  2002
(herein  called the  "Indenture"),  between  the Company  and  Wilmington  Trust
Company,  as Trustee  (herein  called the  "Trustee,"  which term  includes  any
successor  trustee under the  Indenture),  to which Indenture and all indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the  Trustee,  the  holders  of  Senior  Indebtedness  and  the  Holders  of the
Securities,  and of the terms  upon  which the  Securities  are,  and are to be,
authenticated  and delivered.  This Security is one of the series  designated on
the  face  hereof,  and  is  limited  to  the  aggregate   principal  amount  of
$10,310,000.00.

     All terms used but not defined in this Security,  shall have the respective
meanings  provided  in  the  Indenture  or in the  Amended  and  Restated  Trust
Agreement, dated as of June ___, 2002 (as modified, amended or supplemented from
time to time the "Trust  Agreement"),  relating to FCBI Capital Trust I ("Issuer
Trust"), among the Company, as Depositor, the Issuer Trustees named therein, the
Administrators  named  therein,  and the Holders  from time to time of the Trust
Securities issued pursuant thereto.

     The Company has the right to redeem this  Security (i) on or after June 30,
2007 in whole at any time or in part  from time to time,  or (ii) in whole  (but
not in part), at any time within 90 days following the occurrence and during the
continuation  of a Tax Event,  Investment  Company Event,  or Capital  Treatment
Event, in each case at the Redemption  Price described  below. The redemption of
Securities  of any  series  as  permitted  or  required  by the  terms  of  this
Certificate or the Indenture  shall be made in accordance with the terms of this
Certificate and Article XI of the Indenture; provided, however, if any provision
of this  Certificate  shall  conflict with any provision of such Article XI, the
provision of this Certificate shall govern. Any redemption of any Security prior
to its Stated  Maturity  shall also be subject to prior notice,  and approval of
(or notice of intent not to disapprove) the redemption,  if then required by the
capital  adequacy  rules or otherwise by the Federal  Reserve  applicable to the
Company at that time.

     The Redemption  Price in the case of a redemption under clauses (i) or (ii)
in the preceding  paragraph shall equal the principal  amount hereof (or portion
thereof to be redeemed in a partial redemption),  together with accrued interest
(including  Additional Interest,  if any) up to but excluding the date fixed for
redemption.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series for the  unredeemed  portion  hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

     The Indenture  permits,  with certain  exceptions as provided therein,  the
Company and the Trustee at any time to enter into a  supplemental  indenture  or
indentures for the purpose of modifying in any manner the rights and obligations
of the  Company and of the  Holders of the  Securities,  with the consent of the
Holders  of not less  than a  majority  in  aggregate  principal  amount  of the
Outstanding  Securities  of each  series  to be  affected  by such  supplemental
indenture.   The  Indenture  also  contains  provisions  permitting  Holders  of
specified  percentages in aggregate  principal  amount of the Securities of each
series at the time  Outstanding,  on behalf of the Holders of all  Securities of
such series,  to waive compliance by the Company with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such consent or waiver by the Holder of this  Security  shall be  conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any  Security  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not notation of such consent or waiver is
made upon this Security.

<PAGE>

     As provided in and subject to the provisions of the Indenture,  if an Event
of Default with respect to the Securities of this series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Outstanding Securities
of this series may declare the  principal  amount of all the  Securities of this
series to be due and payable immediately,  by a notice in writing to the Company
(and to the Trustee if given by  Holders),  provided  that,  if the  Outstanding
Securities have been issued to and are held by an Issuer Trust, if upon an Event
of Default, the Trustee or such Holders fail to declare the principal of all the
Outstanding  Securities of this series to be  immediately  due and payable,  the
Holders of at least 25% in aggregate Liquidation Amount of the related series of
Capital  Securities  issued by the Issuer Trust then outstanding  shall have the
right to make such  declaration  by a notice in writing to the  Company  and the
Trustee; and upon any such declaration,  the principal amount of and the accrued
interest (including  Additional Interest,  if any) on all the Securities of this
series shall become  immediately  due and payable,  provided that the payment of
principal and interest  (including any Additional  Interest) on such  Securities
shall  remain  subordinated  to the  extent  provided  in  Article  XIII  of the
Indenture.

     No reference  herein to the  Indenture and no provision of this Security 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 Security at the times, place
and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain  limitations  set forth
therein,  the  transfer  of  this  Security  is  registrable  in the  Securities
Register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the Company  maintained  under Section 10.2 of the Indenture
for such purpose,  duly endorsed by, or accompanied  by a written  instrument of
transfer in form  satisfactory to the Company and the Securities  Registrar duly
executed by, the Holder  hereof or such  Holder's  attorney  duly  authorized in
writing, and thereupon one or more new Securities of this series, of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered  form without
coupons  in  minimum  denominations  of  $1,000.00  and  integral  multiples  of
$1,000.00 in excess thereof.  To the fullest extent permitted by applicable law,
any transfer,  exchange or other  disposition of Securities in  contravention of
Section  3.6(b)(v) of the  Indenture  shall be deemed to be void and of no legal
effect  whatsoever,  any such transferee shall be deemed not to be the Holder or
owner of any beneficial  interest in such Securities for any purpose,  including
but not limited to the receipt of interest payable on such Securities,  and such
transferee shall be deemed to have no interest whatsoever in such Securities. As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

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

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

<PAGE>

     The  Company  and,  by its  acceptance  of this  Security  or a  beneficial
interest  therein,  the Holder of, and any  Person  that  acquires a  beneficial
interest in, this Security,  each agrees that for United States  Federal,  state
and local tax purposes it is intended that this Security constitute indebtedness
and shall be treated as such.

     THIS SECURITY  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE
LAWS  OF THE  STATE  OF NEW  YORK  WITHOUT  REFERENCE  TO  ITS  CONFLICT  OF LAW
PROVISIONS.




<PAGE>



                                    EXHIBIT B

                        RESTRICTED SECURITIES CERTIFICATE

                      (For transfers pursuant to ss. 3.6(b)
                                of the Indenture)


Wilmington Trust Company,
as Security Registrar
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention:        Corporate Trust Administration

               Re:  Floating  Rate  Junior  Subordinated   Debentures  Series  A
                    ("Junior   Subordinated Debentures")  of  Florida  Community
                    ------------------------------------
                    Banks, Inc. (the "Company")
                                ---------------

     Reference is made to the Junior  Subordinated  Indenture,  dated as of June
__, 2002 (the "Indenture"),  among the Company and Wilmington Trust Company,  as
Trustee  (as  defined  therein).  Terms used  herein  and  defined in the Junior
Subordinated  Indenture or in Regulation D, Rule 144A or Rule 144 under the U.S.
Securities Act of 1933 (the "Securities Act") are used herein as so defined.

     This  certificate  relates to $50,000.00  aggregate  Liquidation  Amount of
Junior   Subordinated   Debentures,   which  are   evidenced  by  the  following
certificate(s) (the "Specified Securities"):

                  CUSIP No(s). _________________________

                  CERTIFICATE No(s). ___________________

                  CURRENTLY IN BOOK-ENTRY FORM: ___Yes ____No (check one)

The person in whose name this certificate is executed below (the  "Undersigned")
hereby  certifies  that  either  (i)  it is the  sole  beneficial  owner  of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the  Specified  Securities  and is duly  authorized  by  them to do so.  Such
beneficial  owner or owners are referred to herein  collectively as the "Owner."
If the Specified Securities are represented by a Global Security,  they are held
through the Clearing Agency or a Clearing Agency  Participant in the name of the
Undersigned,  as or on behalf of the Owner. If the Specified  Securities are not
represented  by a  Global  Security,  they  are  registered  in the  name of the
Undersigned, as or on behalf of the Owner.

     The Owner has requested  that the Specified  Securities be transferred to a
person (the  "Transferee")  who will take  delivery in the form of a  Restricted
Security.  In connection  with such transfer,  the Owner hereby  certifies that,
unless such  transfer is

<PAGE>

being  effected  pursuant  to an  effective  registration  statement  under  the
Securities  Act, it is being effected in accordance  with Rule 144A, Rule 904 or
Rule 144 under the Securities Act or other exemption from registration under the
Securities  Act, and all applicable  securities laws of the states of the United
States and other jurisdictions.  Accordingly, the Owner hereby further certifies
as follows:

     1. Rule 144A  Transfers.  If the transfer is being  effected in  accordance
with Rule 144A:

          (A) the Specified  Securities  are being  transferred to a person that
     the Owner and any  person  acting on its  behalf  reasonably  believe  is a
     "qualified  institutional buyer" within the meaning of Rule 144A, acquiring
     for its own account or for the account of a qualified  institutional buyer;
     and

          (B)  the  Owner  and  any  person  acting  on its  behalf  have  taken
     reasonable  steps to ensure that the Transferee is aware that the Owner may
     be relying on Rule 144A in connection with the transfer; and

     2. Rule 904 Transfers. If the transfer is being effected in accordance with
Rule 904:

          (A) the Owner is not a distributor of the Securities,  an affiliate of
     the Company or the Issuer Trust or any such  distributor or a person acting
     on behalf of any of the foregoing;

          (B) the offer of the Specified  Securities was not made to a person in
     the United States;

          (C) either:

               (i)  at the time the buy order was originated, the Transferee was
                    outside the United States or the Owner and any person acting
                    on its behalf  reasonably  believed that the  Transferee was
                    outside the United States, or

               (ii) the  transaction  is being  executed  in, on or through  the
                    facilities  of the  Eurobond  market,  as  regulated  by the
                    Association  of  International  Bond  Dealers,   or  another
                    designated  offshore securities market and neither the Owner
                    nor  any  person   acting  on  its  behalf  knows  that  the
                    transaction has been  prearranged with a buyer in the United
                    States;

          (D) no  directed  selling  efforts  within the  meaning of Rule 902 of
     Regulation  S have  been made in the  United  States by or on behalf of the
     Owner or any affiliate thereof; and

<PAGE>

          (E) the  transaction  is not part of a plan or  scheme  to  evade  the
     registration requirements of the Securities Act.

     3. Rule 144 Transfers.  If the transfer is being effected  pursuant to Rule
144:

          (A) the transfer is occurring  after a holding  period of at least one
     year (computed in accordance with paragraph (d) of Rule 144 or such shorter
     time as may be provided  therein) has elapsed  since the date the Specified
     Securities  were  acquired  from the Company or the Issuer Trust or from an
     affiliate  (as such  term is  defined  in Rule 144) of the  Company  or the
     Issuer Trust,  with the full amount of the purchase  price paid at the date
     of purchase,  whichever is later,  and is being effected in accordance with
     the applicable amount, manner of sale and notice requirements of paragraphs
     (c), (e), (f) and (h) of Rule 144; or

          (B) the transfer is occurring  after a holding  period of at least two
     years (or such  shorter  time as may be provided in Rule 144(k) has elapsed
     since the date the Specified  Securities  were acquired from the Company or
     the Issuer Trust or from an affiliate (as such term is defined in Rule 144)
     of the Company or the Issuer  Trust,  with the full amount of the  purchase
     price paid at the date of purchase,  whichever  is later,  and the Owner is
     not, and during the  preceding  three months has not been,  an affiliate of
     the Company or the Issuer Trust.

     4. Other  Transfers.  If the Owner  seeks to make a transfer in reliance of
any other  exemption  under the Securities  Act, it shall attach hereto a letter
stating the  exemption  relied upon and the facts under which such  exemption is
available  for the  requested  transfer,  and shall attach an opinion of counsel
satisfactory  to the Company  stating that such  exemption  is available  and is
being properly used.

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Company, the Issuer Trust and the Holders.

Dated:________________


             ___________________________________________________________________
            (Print the name of the  Undersigned,  as such term is defined in the
             second paragraph of this certificate.)

            By:      ___________________________________________________________
            Name:    ___________________________________________________________
            Title:   ___________________________________________________________

                    (If the Undersigned is a corporation, partnership, fiduciary
                    or entity,  the correct name of the entity, and the name and
                    title of the  person  signing  on behalf of the  Undersigned
                    must be stated.)