EXHIBIT 4.1









                             BRIDGE CAPITAL HOLDINGS
                                   as Company






                                    INDENTURE
                          Dated as of December 21, 2004


                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                                   As Trustee


                       JUNIOR SUBORDINATED DEBT SECURITIES

                               Due March 15, 2035





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                                TABLE OF CONTENTS

                                                                            PAGE


                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01.              Definitions........................................1

         Additional Interest..................................................1

         Additional Provisions................................................1

         Authenticating Agent.................................................1

         Bankruptcy Law.......................................................1

         Board of Directors...................................................1

         Board Resolution.....................................................2

         Business Day.........................................................2

         Calculation Agent....................................................2

         Capital Securities...................................................2

         Capital Securities Guarantee.........................................2

         Capital Treatment Event..............................................2

         Certificate..........................................................3

         Common Securities....................................................3

         Company  ............................................................3

         Debt Security........................................................3

         Debt Security Register...............................................3

         Declaration..........................................................3

         Default  ............................................................3

         Defaulted Interest...................................................3

         Deferred Interest....................................................3

         Event of Default.....................................................3


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                                TABLE OF CONTENTS
                                  (CONTINUED)

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         Extension Period.....................................................3

         Federal Reserve......................................................3

         Fixed Rate...........................................................3

         Fixed Rate Period....................................................3

         Indenture............................................................3

         Initial Purchaser....................................................3

         Institutional Trustee................................................3

         Interest Payment Date................................................4

         Interest Rate........................................................4

         Investment Company Event.............................................4

         LIBOR    ............................................................4

         LIBOR Banking Day....................................................4

         LIBOR Business Day...................................................4

         LIBOR Determination Date.............................................4

         Liquidation Amount...................................................4

         Maturity Date........................................................4

         Notice   ............................................................4

         Officers' Certificate................................................4

         Opinion of Counsel...................................................5

         OTS      ............................................................5

         Outstanding..........................................................5

         Paying Agent.........................................................5

         Person   ............................................................5

         Predecessor Security.................................................5


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                                TABLE OF CONTENTS
                                  (CONTINUED)

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         Principal Office of the Trustee......................................5

         Redemption Date......................................................5

         Redemption Price.....................................................6

         Responsible Officer..................................................6

         Securityholder.......................................................6

         Senior Indebtedness..................................................6

         Special Event........................................................6

         Special Redemption Date..............................................7

         Subsidiary...........................................................7

         Tax Event............................................................7

         Trust    ............................................................8

         Trust Indenture Act..................................................8

         Trust Securities.....................................................8

         Trustee  ............................................................8

         United States........................................................8

         U.S. Person..........................................................8

         Variable Rate........................................................8

                                   ARTICLE II
                                 DEBT SECURITIES

SECTION 2.01.              Authentication and Dating..........................8

SECTION 2.02.              Form of Trustee's Certificate of Authentication....9

SECTION 2.03.              Form and Denomination of Debt Securities...........9

SECTION 2.04.              Execution of Debt Securities.......................9

SECTION 2.05.              Exchange and Registration of Transfer of Debt
                           Securities........................................10


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                                TABLE OF CONTENTS
                                  (CONTINUED)

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SECTION 2.06.              Mutilated, Destroyed, Lost or Stolen Debt
                           Securities........................................13

SECTION 2.07.              Temporary Debt Securities.........................13

SECTION 2.08.              Payment of Interest...............................14

SECTION 2.09.              Cancellation of Debt Securities Paid, etc.........15

SECTION 2.10.              Computation of Interest...........................15

SECTION 2.11.              Extension of Interest Payment Period..............17

SECTION 2.12.              CUSIP Numbers.....................................18

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.              Payment of Principal, Premium and Interest;
                           Agreed Treatment of the Debt Securities...........18

SECTION 3.02.              Offices for Notices and Payments, etc.............19

SECTION 3.03.              Appointments to Fill Vacancies in Trustee's Office19

SECTION 3.04.              Provision as to Paying Agent......................19

SECTION 3.05.              Certificate to Trustee............................20

SECTION 3.06.              Additional Interest...............................21

SECTION 3.07.              Compliance with Consolidation Provisions..........21

SECTION 3.08.              Limitation on Dividends...........................21

SECTION 3.09.              Covenants as to the Trust.........................22

                                   ARTICLE IV
                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.              Securityholders' Lists............................22

SECTION 4.02.              Preservation and Disclosure of Lists..............23


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                                TABLE OF CONTENTS
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                                    ARTICLE V
      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

SECTION 5.01.              Events of Default.................................24

SECTION 5.02.              Payment of Debt Securities on Default; Suit
                           Therefor..........................................26

SECTION 5.03.              Application of Moneys Collected by Trustee........28

SECTION 5.04.              Proceedings by Securityholders....................28

SECTION 5.05.              Proceedings by Trustee............................29

SECTION 5.06.              Remedies Cumulative and Continuing................29
SECTION 5.07.              Direction of Proceedings and Waiver of Defaults
                           by Majority of Securityholders....................29

SECTION 5.08.              Notice of Defaults................................30

SECTION 5.09.              Undertaking to Pay Costs..........................30

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01.              Duties and Responsibilities of Trustee............31

SECTION 6.02.              Reliance on Documents, Opinions, etc..............32

SECTION 6.03.              No Responsibility for Recitals, etc...............33

SECTION 6.04.              Trustee, Authenticating Agent, Paying Agents,
                           Transfer Agents or Registrar May Own Debt
                           Securities........................................33

SECTION 6.05.              Moneys to be Held in Trust........................33

SECTION 6.06.              Compensation and Expenses of Trustee..............34

SECTION 6.07.              Officers' Certificate as Evidence.................35

SECTION 6.08.              Eligibility of Trustee............................35

SECTION 6.09.              Resignation or Removal of Trustee, Calculation
                           Agent, Paying Agent or Debt Security Registrar....35

SECTION 6.10.              Acceptance by Successor...........................37


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                                TABLE OF CONTENTS
                                  (CONTINUED)

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SECTION 6.11.              Succession by Merger, etc.........................38

SECTION 6.12.              Authenticating Agents.............................38

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.              Action by Securityholders.........................39

SECTION 7.02.              Proof of Execution by Securityholders.............40

SECTION 7.03.              Who Are Deemed Absolute Owners....................40

SECTION 7.04.              Debt Securities Owned by Company Deemed Not
                           Outstanding.......................................41

SECTION 7.05.              Revocation of Consents; Future Securityholders
                           Bound.............................................41

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01.              Purposes of Meetings..............................41

SECTION 8.02.              Call of Meetings by Trustee.......................42

SECTION 8.03.              Call of Meetings by Company or Securityholders....42

SECTION 8.04.              Qualifications for Voting.........................42

SECTION 8.05.              Regulations.......................................43

SECTION 8.06.              Voting............................................43

SECTION 8.07.              Quorum; Actions...................................44

SECTION 8.08.              Written Consent Without a Meeting.................44

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.01.              Supplemental Indentures without Consent of
                           Securityholders...................................45

SECTION 9.02.              Supplemental Indentures with Consent of
                           Securityholders...................................46

SECTION 9.03.              Effect of Supplemental Indentures.................47

SECTION 9.04.              Notation on Debt Securities.......................47


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SECTION 9.05.              Evidence of Compliance of Supplemental Indenture
                           to be furnished to Trustee........................48

                                    ARTICLE X
                            REDEMPTION OF SECURITIES

SECTION 10.01.             Optional Redemption...............................48

SECTION 10.02.             Special Event Redemption..........................48

SECTION 10.03.             Notice of Redemption; Selection of Debt Securities48

SECTION 10.04.             Payment of Debt Securities Called for Redemption..49

                                   ARTICLE XI
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01.             Company May Consolidate, etc., on Certain Terms...50

SECTION 11.02.             Successor Entity to be Substituted................50

SECTION 11.03.             Opinion of Counsel to be Given to Trustee.........51

                                   ARTICLE XII
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01.             Discharge of Indenture............................51

SECTION 12.02.             Deposited Moneys to be Held in Trust by Trustee...52

SECTION 12.03.             Paying Agent to Repay Moneys Held.................52

SECTION 12.04.             Return of Unclaimed Moneys........................52

                                  ARTICLE XIII
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01.             Indenture and Debt Securities Solely Corporate
                           Obligations.......................................53

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

SECTION 14.01.             Successors........................................53

SECTION 14.02.             Official Acts by Successor Entity.................53

SECTION 14.03.             Surrender of Company Powers.......................53


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                                TABLE OF CONTENTS
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SECTION 14.04.             Addresses for Notices, etc........................53

SECTION 14.05.             Governing Law.....................................54

SECTION 14.06.             Evidence of Compliance with Conditions Precedent..54

SECTION 14.07.             Non-Business Days.................................54

SECTION 14.08.             Table of Contents, Headings, etc..................55

SECTION 14.09.             Execution in Counterparts.........................55

SECTION 14.10.             Severability......................................55

SECTION 14.11.             Assignment........................................55

SECTION 14.12.             Acknowledgment of Rights..........................55

                                   ARTICLE XV
                        SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.             Agreement to Subordinate..........................56

SECTION 15.02.             Default on Senior Indebtedness....................56

SECTION 15.03.             Liquidation; Dissolution; Bankruptcy..............57

SECTION 15.04.             Subrogation.......................................58

SECTION 15.05.             Trustee to Effectuate Subordination...............59

SECTION 15.06.             Notice by the Company.............................59

SECTION 15.07.             Rights of the Trustee, Holders of Senior
                           Indebtedness......................................60

SECTION 15.08.             Subordination May Not Be Impaired.................60

EXHIBITS

EXHIBIT A                  FORM OF DEBT SECURITY


                                     -viii-


<PAGE>


                  THIS INDENTURE,  dated as of December 21, 2004, between Bridge
Capital Holdings, a bank holding company incorporated in California (hereinafter
sometimes called the "Company"),  and JPMorgan Chase Bank, National  Association
as trustee (hereinafter sometimes called the "Trustee").

                              W I T N E S S E T H:

                  WHEREAS,  for its lawful corporate  purposes,  the Company has
duly  authorized  the issuance of its Junior  Subordinated  Debt  Securities due
March 15,  2035 (the "Debt  Securities")  under this  Indenture  and to provide,
among  other  things,  for  the  execution  and  authentication,   delivery  and
administration  thereof,  the Company has duly  authorized the execution of this
Indenture.

                  NOW,  THEREFORE,  in  consideration  of the premises,  and the
purchase of the Debt Securities by the holders  thereof,  the Company  covenants
and  agrees  with the  Trustee  for the equal and  proportionate  benefit of the
respective holders from time to time of the Debt Securities as follows:

                                   ARTICLE I

                                   DEFINITIONS

SECTION 1.01.     DEFINITIONS.

                  The terms  defined  in this  Section  1.01  (except  as herein
otherwise  expressly provided or unless the context otherwise  requires) for all
purposes of this Indenture and of any indenture  supplemental  hereto shall have
the respective  meanings  specified in this Section 1.01.  All accounting  terms
used herein and not expressly  defined shall have the meanings  assigned to such
terms in accordance with generally accepted  accounting  principles and the term
"generally accepted accounting  principles" means such accounting  principles as
are generally accepted in the United States at the time of any computation.  The
words "herein," "hereof' and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

                  "Additional  Interest"  shall  have the  meaning  set forth in
Section 3.06.

                  "Additional  Provisions"  shall have the  meaning set forth in
Section 15.01.

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

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

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


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

                  "Business Day" means any day other than a Saturday,  Sunday or
any other day on which banking  institutions in Wilmington,  Delaware,  New York
City or the city of either the Principal  Office of the Trustee or the principal
office of the  Company  are  permitted  or  required  by any  applicable  law or
executive order to close.

                  "Calculation  Agent" means the Person  identified as "Trustee"
in the first  paragraph  hereof  with  respect  to the Debt  Securities  and the
Institutional Trustee with respect to the Trust Securities.

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

                  "Capital  Securities  Guarantee" means the guarantee agreement
that the Company will enter into with JPMorgan Chase Bank, National  Association
or other Persons that operates directly or indirectly for the benefit of holders
of Capital Securities of the Trust.

                  "Capital  Treatment  Event" means, if the Company is organized
and  existing  under the laws of the United  States or any state  thereof or the
District of Columbia,  the receipt by the Company and the Trust of an Opinion of
Counsel  experienced  in such matters to the effect that, as a result of (a) any
amendment to, or change in, the laws,  rules or regulations of the United States
or any political  subdivision  thereof or therein,  or any rules,  guidelines or
policies  of any  applicable  regulatory  authority  for the  Company or (b) any
official or administrative  pronouncement or action or decision  interpreting or
applying such laws, rules or regulations, which amendment or change is effective
or which pronouncement,  action or decision is announced on or after the date of
original  issuance of the Debt  Securities,  there is more than an insubstantial
risk  that,  within  90  days of the  receipt  of such  opinion,  the  aggregate
Liquidation  Amount of the Capital Securities will not be eligible to be treated
by the Company as "Tier 1 Capital" (or the then equivalent thereof) for purposes
of the capital  adequacy  guidelines  of the Federal  Reserve (or any  successor
regulatory   authority  with   jurisdiction   over  bank  or  financial  holding
companies),  as then in effect and  applicable to the Company (or if the Company
is not a bank holding company,  such guidelines applied to the Company as if the
Company were subject to such guidelines);  provided, however, that the inability
of the Company to treat all or any portion of the aggregate  Liquidation  Amount
of the Capital Securities as Tier 1 Capital shall not constitute the basis for a
Capital  Treatment  Event,  if such  inability  results from the Company  having
cumulative preferred stock, minority interests in consolidated subsidiaries,  or
any other class of security  or  interest  which the Federal  Reserve or OTS, as
applicable,  may now or hereafter  accord Tier 1 Capital  treatment in excess of
the amount  which may now or hereafter  qualify for  treatment as Tier 1 Capital
under applicable capital adequacy guidelines;  provided further,  however,  that
the  distribution  of the Debt  Securities in connection with the liquidation of


                                       -2-
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the  Trust by the  Company  shall  not in and of  itself  constitute  a  Capital
Treatment Event unless such liquidation shall have occurred in connection with a
Tax Event or an Investment Company Event.

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

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

                  "Company"  means  Bridge  Capital  Holdings,  a  bank  holding
company  incorporated in California,  and,  subject to the provisions of Article
XI, shall include its successors and assigns.

                  "Debt Security" or "Debt Securities" has the meaning stated in
the first recital of this Indenture.

                  "Debt Security  Register" has the meaning specified in Section
2.05.

                  "Declaration"  means the Amended and Restated  Declaration  of
Trust of the Trust dated as of December  21,  2004,  as amended or  supplemented
from time to time.

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

                  "Defaulted  Interest"  has the  meaning  set forth in  Section
2.08.

                  "Deferred Interest" has the meaning set forth in Section 2.11.

                  "Event of Default" means any event  specified in Section 5.01,
which has  continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.

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

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

                  "Fixed  Rate"  means a per annum  rate of  interest,  equal to
5.90% commencing December 21, 2004.

                  "Fixed Rate Period" has the meaning  assigned to it in Section
2.10(a).

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


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                  "Initial Purchaser" means the initial purchaser of the Capital
Securities.

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

                  "Interest  Payment Date" means March 15, June 15, September 15
and December 15 of each year,  commencing on March 15, 2005,  during the term of
this Indenture.

                  "Interest  Payment Period" means the period from and including
an Interest  Payment Date, or in the case of the first Interest  Payment Period,
the original date of issuance of the Debt  Securities,  to, but  excluding,  the
next  succeeding  Interest  Payment  Date or,  in the case of the last  Interest
Payment Period,  the Redemption Date,  Special Redemption Date or Maturity Date,
as the case may be.

                  "Interest Rate" means,  with respect to any Interest Period, a
per  annum  rate of  interest,  equal  to  LIBOR,  as  determined  on the  LIBOR
Determination  Date  for such  Interest  Payment  Date,  plus  1.98%;  provided,
however,  that the Interest Rate for any Interest  Payment Period may not exceed
the  highest  rate  permitted  by New York law,  as the same may be  modified by
United States law of general application.

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

                  "LIBOR"  means  the  London  Interbank  Offered  Rate for U.S.
Dollar  deposits in Europe as determined by the  Calculation  Agent according to
Section 2.10(b).

                  "LIBOR  Banking  Day" has the  meaning  set  forth in  Section
2.10(b)(1).

                  "LIBOR  Business  Day" has the  meaning  set forth in  Section
2.10(b)(1).

                  "LIBOR  Determination  Date"  has the  meaning  set  forth  in
Section 2.10(b).

                  "Liquidation  Amount" means the  liquidation  amount of $1,000
per Trust Security.

                  "Maturity Date" means March 15, 2035.

                  "Notice" has the meaning set forth in Section 2.11.

                  "Officers'  Certificate"  means a  certificate  signed  by the
Chairman of the Board,  the Vice Chairman,  the President or any Vice President,
and by the Chief Financial Officer, the Treasurer,  an Assistant Treasurer,  the
Comptroller,  an Assistant Comptroller,  the Secretary or an Assistant Secretary
of the  Company,  and  delivered  to the Trustee.  Each such  certificate  shall



                                       -4-
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include  the  statements  provided  for in  Section  14.06 if and to the  extent
required by the provisions of such Section.

                  "Opinion  of  Counsel"  means an opinion in writing  signed by
legal  counsel,  who may be an employee of or counsel to the Company,  or may be
other counsel  reasonably  satisfactory to the Trustee.  Each such opinion shall
include  the  statements  provided  for in  Section  14.06 if and to the  extent
required by the provisions of such Section.

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

                  "Outstanding"   means,   when  used  with  reference  to  Debt
Securities,  subject to the  provisions of Section  7.04,  as of any  particular
time,  all Debt  Securities  authenticated  and  delivered by the Trustee or the
Authenticating Agent under this Indenture, except

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

                  (b) Debt Securities,  or portions thereof,  for the payment or
redemption of which moneys in the necessary  amount shall have been deposited in
trust with the  Trustee or with any Paying  Agent  (other  than the  Company) or
shall have been set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent); PROVIDED, that, if such Debt Securities,  or
portions thereof,  are to be redeemed prior to maturity thereof,  notice of such
redemption  shall have been given as provided in Articles X and XIV or provision
satisfactory to the Trustee shall have been made for giving such notice; and

                  (c) Debt  Securities  paid pursuant to Section 2.06 or in lieu
of  or  in  substitution  for  which  other  Debt  Securities  shall  have  been
authenticated  and delivered  pursuant to the terms of Section 2.06 unless proof
satisfactory  to the  Company and the  Trustee is  presented  that any such Debt
Securities are held by bona fide holders in due course.

                  "Paying Agent" has the meaning set forth in Section
3.04(e).

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

                  "Predecessor  Security" of any particular  Debt Security means
every  previous  Debt Security  evidencing  all or a portion of the same debt as
that evidenced by such particular  Debt Security;  and, for the purposes of this
definition,  any Debt Security authenticated and delivered under Section 2.06 in
lieu of a lost,  destroyed or stolen Debt  Security  shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

                  "Principal  Office of the  Trustee"  means  the  office of the
Trustee,  at which at any particular  time its corporate trust business shall be
principally administered,  which at all times shall be located within the United
States and at the time of the  execution of this  Indenture  shall be 600 Travis
Street, 50th Floor, Houston, Texas 77002.


                                      -5-


<PAGE>


                  "Redemption Date" has the meaning set forth in Section 10.01.

                  "Redemption  Price" means 100% of the principal  amount of the
Debt  Securities  being  redeemed plus accrued and unpaid  interest on such Debt
Securities to the Redemption Date.

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

                  "Securityholder," "holder of Debt Securities" or other similar
terms,  means any Person in whose name at the time a particular Debt Security is
registered on the Debt Security Register.

                  "Senior  Indebtedness" means, with respect to the Company, (i)
the principal,  premium,  if any, and interest in respect of (A) indebtedness of
the Company for money borrowed,  similar  obligations  arising from  off-balance
sheet guarantees and direct credit substitutes and (B) indebtedness evidenced by
securities,  debentures, notes, bonds or other similar instruments issued by the
Company;  (ii)  all  capital  lease  obligations  of  the  Company;   (iii)  all
obligations of the Company  issued or assumed as the deferred  purchase price of
property, all conditional sale obligations of the Company and all obligations of
the Company under any title  retention  agreement (but excluding  trade accounts
payable arising in the ordinary course of business,  such trade accounts payable
being  pari  passu  in  right  of  payment  to the  Debt  Securities);  (iv) all
obligations of the Company for the  reimbursement  of any letter of credit,  any
banker's acceptance, all obligations associated with derivative products such as
interest  rate and foreign  exchange  contracts  and  commodity  contracts,  any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement,  any obligation under options
or any similar  credit or other  transaction;  (v) all  obligations  of the type
referred to in clauses (i) through  (iv) above of other  Persons for the payment
of which  the  Company  is  responsible  or  liable  as  obligor,  guarantor  or
otherwise;  and (vi) all  obligations  of the type  referred  to in clauses  (i)
through (v) above of other Persons  secured by any lien on any property or asset
of the  Company  (whether  or not such  obligation  is assumed by the  Company),
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  unless,  it is provided in the instrument  creating or evidencing the
same or pursuant to which the same is outstanding, that such obligations are not
superior or are pari passu in right of payment to the Debt Securities; provided,
however,  that  Senior  Indebtedness  shall not  include  (1) any  indebtedness,
liabilities  or  obligations  of the Company,  or any Subsidiary of the Company,
under debt  securities (or guarantees in respect of debt  securities)  initially
issued after the date of this  Indenture to any trust,  or a trustee of a trust,
partnership  or other entity  affiliated  with the Company that is,  directly or
indirectly, a finance subsidiary (as such term is defined in Rule 3a-5 under the
Investment Company Act of 1940) or other financing vehicle of the Company or any
Subsidiary  of the  Company in  connection  with the  issuance by that entity of


                                      -6-


<PAGE>


preferred securities or other securities in transactions  substantially  similar
in structure to the transactions  contemplated hereunder and in the Declaration;
(2) Debt Securities  issued pursuant to this Indenture and guarantees in respect
of such  Debt  Securities;  (3)  obligations  with  respect  to which (a) in the
instrument  creating  or  evidencing  the same or  pursuant to which the same is
outstanding,  it is provided  that such  obligations  are pari passu,  junior or
otherwise not superior in right of payment to the Debt Securities.

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

                  "Special Redemption Date" has the meaning set forth in Section
10.02.

                  "Special   Redemption   Price"  means,  with  respect  to  the
redemption of any Debt  Security  following a Special  Event,  an amount in cash
equal to  103.525% of the  principal  amount of Debt  Securities  to be redeemed
prior to March 15, 2006 and thereafter  equal to the percentage of the principal
amount of the Debt Securities that is specified below for the Special Redemption
Date  plus,  in each  case,  unpaid  interest  accrued  thereon  to the  Special
Redemption Date:

       SPECIAL REDEMPTION DURING THE
     12-MONTH PERIOD BEGINNING MARCH 15           PERCENTAGE OF PRINCIPAL AMOUNT
     ----------------------------------           ------------------------------

                    2006                                     103.140%
                    2007                                     102.355%
                    2008                                     101.570%
                    2009                                     100.785%
            2010 and thereafter                              100.000%

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

                  "Tax Event"  means the receipt by the Company and the Trust of
an Opinion of  Counsel  experienced  in such  matters to the effect  that,  as a
result  of any  amendment  to or change  (including  any  announced  prospective
change) in the laws or any  regulations  thereunder  of the United States or any
political  subdivision or taxing authority thereof or therein, or as a result of
any official administrative  pronouncement (including any private letter ruling,
technical advice memorandum,  regulatory  procedure,  notice or announcement (an
"Administrative  Action")) or judicial  decision  interpreting  or applying such


                                      -7-


<PAGE>


laws or  regulations,  regardless  of  whether  such  Administrative  Action  or
judicial decision is issued to or in connection with a proceeding  involving the
Company  or the Trust and  whether or not  subject  to review or  appeal,  which
amendment, clarification,  change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance
of the Debt Securities,  there is more than an insubstantial  risk that: (i) the
Trust  is, or will be within  90 days of the date of such  opinion,  subject  to
United States federal  income tax with respect to income  received or accrued on
the Debt Securities; (ii) interest payable by the Company on the Debt Securities
is not, or within 90 days of the date of such opinion,  will not be,  deductible
by the  Company,  in whole or in part,  for  United  States  federal  income tax
purposes;  or (iii)  the Trust is, or will be within 90 days of the date of such
opinion,  subject to or otherwise  required to pay, or required to withhold from
distributions to holders of Trust  Securities,  more than a de minimis amount of
other  taxes  (including  withholding  taxes),  duties,   assessments  or  other
governmental charges.

                  "Trust" means Bridge  Capital  Holdings  Trust I, the Delaware
statutory  trust,  or any other similar trust created for the purpose of issuing
Capital Securities in connection with the issuance of Debt Securities under this
Indenture, of which the Company is the sponsor.

                  "Trust  Indenture Act" means the Trust  Indenture Act of 1939,
as amended from time-to-time, or any successor legislation.

                  "Trust   Securities"   means  Common  Securities  and  Capital
Securities of Bridge Capital Holdings Trust I.

                  "Trustee"  means the Person  identified  as  "Trustee"  in the
first  paragraph  hereof,  and,  subject to the provisions of Article VI hereof,
shall also include its successors and assigns as Trustee hereunder.

                  "United  States"  means the United  States of America  and the
District of Columbia.

                  "U.S. Person" has the meaning given to United States Person as
set forth in  Section  7701(a)(30)  of the  Internal  Revenue  Code of 1986,  as
amended.

                  "Variable  Rate" means a per annum rate of interest,  equal to
LIBOR plus 1.98%, as determined on the LIBOR  Determination  Date preceding each
Interest Payment Date, reset quarterly,  commencing upon expiration of the Fixed
Rate Period.

                                   ARTICLE II

                                 DEBT SECURITIES

                  SECTION 2.01. AUTHENTICATION AND DATING.

                  Upon the  execution  and delivery of this  Indenture,  or from
time to time thereafter, Debt Securities in an aggregate principal amount not in
excess of  $12,372,000  may be  executed  and  delivered  by the  Company to the
Trustee for  authentication,  and the Trustee shall thereupon  authenticate  and
make available for delivery said Debt Securities to or upon the written order of
the Company,  signed by its Chairman of the Board of Directors,  Vice  Chairman,
President or Chief Financial Officer or one of its Vice Presidents,  without any


                                      -8-


<PAGE>

further action by the Company hereunder. In authenticating such Debt Securities,
and accepting the additional  responsibilities  under this Indenture in relation
to such Debt Securities,  the Trustee shall be entitled to receive, and (subject
to Section  6.01) shall be fully  protected  in relying upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate record of any action taken pursuant to such resolution, in each case
certified  by the  Secretary or an Assistant  Secretary or other  officers  with
appropriate delegated authority of the Company as the case may be.

                  The  Trustee  shall have the right to decline to  authenticate
and deliver any Debt Securities under this Section if the Trustee, being advised
by  counsel,  determines  that such  action  may not  lawfully  be taken or if a
Responsible  Officer  of the  Trustee in good faith  shall  determine  that such
action   would   expose  the   Trustee  to   personal   liability   to  existing
Securityholders.  The  Trustee  shall also be  entitled to receive an opinion of
counsel  to the  effect  that (1) all  conditions  precedent  to the  execution,
delivery and  authentication  of the Securities have been complied with; (2) the
Securities are not required to be registered  under the Securities  Act; and (3)
the Indenture is not required to be qualified under the Trust Indenture Act.

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

                  SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  The  Trustee's  certificate  of  authentication  on  all  Debt
Securities shall be in substantially the following form:

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

                  JPMorgan  Chase  Bank,  National   Association,   not  in  its
individual capacity but solely as Trustee

                            By
                               ____________________
                               Authorized Signatory

                  SECTION 2.03. FORM AND DENOMINATION OF DEBT SECURITIES.

                  The  Debt  Securities  shall be  substantially  in the form of
Exhibit A hereto. The Debt Securities shall be in registered,  certificated form
without  coupons and in minimum  denominations  of $100,000  and any multiple of
$1,000 in excess thereof.  The Debt Securities shall be numbered,  lettered,  or
otherwise  distinguished  in such manner or in accordance with such plans as the
officers  executing the same may  determine  with the approval of the Trustee as
evidenced by the execution and authentication thereof.

                  SECTION 2.04. EXECUTION OF DEBT SECURITIES.

                  The Debt Securities  shall be signed in the name and on behalf
of the Company by the manual or  facsimile  signature  of any of its Chairman of
the Board of Directors,  Vice Chairman,  President or Chief Financial Officer or


                                      -9-


<PAGE>

one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents,
under its corporate seal (if legally required),  which may be affixed thereto or
printed,  engraved or otherwise  reproduced  thereon, by facsimile or otherwise,
and which need not be attested.  Only such Debt Securities as shall bear thereon
a certificate of authentication substantially in the form herein before recited,
executed by the Trustee or the  Authenticating  Agent by the manual signature of
an authorized officer, shall be entitled to the benefits of this Indenture or be
valid or  obligatory  for any purpose.  Such  certificate  by the Trustee or the
Authenticating  Agent upon any Debt  Security  executed by the Company  shall be
conclusive  evidence  that the Debt  Security  so  authenticated  has been  duly
authenticated  and  delivered  hereunder  and that the holder is entitled to the
benefits of this Indenture.

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

                  Every   Debt   Security   shall  be  dated  the  date  of  its
authentication.

                  SECTION 2.05.  EXCHANGE AND  REGISTRATION  OF TRANSFER OF DEBT
SECURITIES.

                  The Company  shall  cause to be kept,  at the office or agency
maintained  for the  purpose of  registration  of transfer  and for  exchange as
provided in Section 3.02, a register (the "Debt Security Register") for the Debt
Securities issued hereunder in which, subject to such reasonable  regulations as
it may prescribe, the Company shall provide for the registration and transfer of
all Debt  Securities as provided in this Article II. Such  register  shall be in
written form or in any other form capable of being  converted  into written form
within a reasonable time.

                  Debt  Securities  to be exchanged  may be  surrendered  at the
Principal  Office of the Trustee or at any office or agency to be  maintained by
the Company for such purpose as provided in Section 3.02,  and the Company shall
execute,  the  Company or the  Trustee  shall  register  and the  Trustee or the
Authenticating  Agent shall  authenticate  and make  available  for  delivery in
exchange therefor the Debt Security or Debt Securities which the  Securityholder
making the  exchange  shall be  entitled to receive.  Upon due  presentment  for
registration  of transfer of any Debt  Security at the  Principal  Office of the
Trustee or at any office or agency of the Company maintained for such purpose as
provided in Section 3.02, the Company shall execute,  the Company or the Trustee
shall register and the Trustee or the  Authenticating  Agent shall  authenticate
and make  available for delivery in the name of the  transferee or transferees a
new  Debt  Security  for a like  aggregate  principal  amount.  Registration  or
registration  of transfer of any Debt Security by the Trustee or by any agent of
the  Company  appointed  pursuant  to Section  3.02,  and  delivery of such Debt
Security,  shall be deemed to  complete  the  registration  or  registration  of
transfer of such Debt Security.


                                      -10-


<PAGE>


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

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

                  The Company or the  Trustee  shall not be required to exchange
or register a transfer of any Debt Security for a period of 15 days  immediately
preceding the date of selection of Debt Securities for redemption.

                  Notwithstanding  the  foregoing,  Debt  Securities  may not be
transferred except in compliance with the restricted securities legend set forth
below, unless otherwise  determined by the Company in accordance with applicable
law, which legend shall be placed on each Debt Security:

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER  APPLICABLE  SECURITIES  LAWS.  NEITHER THIS  SECURITY NOR ANY INTEREST OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A") TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED  INSTITUTIONAL
BUYER" AS DEFINED  IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C) TO A "NON U.S.  PERSON" IN
AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)
PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES
ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
(3) OR (7) OF RULE 501 UNDER THE  SECURITIES  ACT THAT IS ACQUIRING THE SECURITY
FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH AN  "ACCREDITED  INVESTOR," FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN  CONNECTION
WITH, ANY  DISTRIBUTION  IN VIOLATION OF THE SECURITIES  ACT, OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT,  SUBJECT TO THE COMPANY'S  RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE


                                      -11-


<PAGE>

INDENTURE,  A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

                  THE HOLDER OF THIS SECURITY BY ITS  ACCEPTANCE  HEREOF AGREES,
REPRESENTS  AND  WARRANTS  THAT IT  WILL  NOT  ENGAGE  IN  HEDGING  TRANSACTIONS
INVOLVING  THIS SECURITY  UNLESS SUCH  TRANSACTIONS  ARE IN COMPLIANCE  WITH THE
SECURITIES ACT.

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

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

                  THIS  SECURITY WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN
BLOCKS  HAVING A PRINCIPAL  AMOUNT OF NOT LESS THAN  $100,000  AND  MULTIPLES OF
$1,000 IN EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS SECURITY IN A BLOCK
HAVING A PRINCIPAL  AMOUNT OF LESS THAN $100,000  SHALL BE DEEMED TO BE VOID AND
OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT
TO BE THE HOLDER OF THIS  SECURITY FOR ANY PURPOSE,  INCLUDING,  BUT NOT LIMITED


                                      -12-


<PAGE>

TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

                  THIS  OBLIGATION  IS NOT A DEPOSIT  AND IS NOT  INSURED BY THE
UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES,  INCLUDING THE FEDERAL
DEPOSIT INSURANCE CORPORATION.  THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF
DEPOSITORS  AND THE CLAIMS OF GENERAL AND SECURED  CREDITORS OF THE COMPANY,  IS
INELIGIBLE  AS COLLATERAL  FOR A LOAN BY THE COMPANY OR ANY OF ITS  SUBSIDIARIES
AND IS NOT SECURED.

                  SECTION  2.06.  MUTILATED,  DESTROYED,  LOST  OR  STOLEN  DEBT
SECURITIES.

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

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

                  Every   substituted  Debt  Security  issued  pursuant  to  the
provisions  of this  Section  2.06 by  virtue  of the fact  that  any such  Debt
Security is destroyed, lost or stolen shall constitute an additional contractual
obligation  of the Company,  whether or not the  destroyed,  lost or stolen Debt
Security  shall be found at any time,  and shall be entitled to all the benefits
of this  Indenture  equally  and  proportionately  with any and all  other  Debt
Securities duly issued  hereunder.  All Debt Securities  shall be held and owned
upon the express  condition that, to the extent permitted by applicable law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated,  destroyed, lost or stolen Debt Securities and shall preclude any and
all other  rights or  remedies  notwithstanding  any law or statute  existing or


                                      -13-


<PAGE>

hereafter  enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

                  SECTION 2.07. TEMPORARY DEBT SECURITIES.

                  Pending the  preparation of definitive  Debt  Securities,  the
Company may execute and the Trustee shall  authenticate  and make  available for
delivery  temporary Debt  Securities  that are typed,  printed or  lithographed.
Temporary Debt Securities shall be issuable in any authorized denomination,  and
substantially  in the form of the  definitive  Debt  Securities  but  with  such
omissions,  insertions and  variations as may be appropriate  for temporary Debt
Securities,  all as may be determined by the Company.  Every such temporary Debt
Security  shall be executed by the Company and be  authenticated  by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect,  as the definitive Debt  Securities.  Without  unreasonable  delay,  the
Company  will  execute and deliver to the  Trustee or the  Authenticating  Agent
definitive  Debt  Securities and thereupon any or all temporary Debt  Securities
may be surrendered in exchange therefor,  at the Principal Office of the Trustee
or at any  office  or agency  maintained  by the  Company  for such  purpose  as
provided  in Section  3.02,  and the Trustee or the  Authenticating  Agent shall
authenticate and make available for delivery in exchange for such temporary Debt
Securities a like aggregate principal amount of such definitive Debt Securities.
Such  exchange  shall be made by the  Company at its own expense and without any
charge  therefor  except  that  in  case  of  any  such  exchange   involving  a
registration  of transfer the Company may require payment of a sum sufficient to
cover any tax, fee or other governmental  charge that may be imposed in relation
thereto. Until so exchanged, the temporary Debt Securities shall in all respects
be  entitled  to the same  benefits  under this  Indenture  as  definitive  Debt
Securities authenticated and delivered hereunder.

                  SECTION 2.08. PAYMENT OF INTEREST.

                  During the Fixed Rate  Period,  each Debt  Security  will bear
interest at the Fixed Rate.  Thereafter each Debt Security will bear interest at
the then applicable  Interest Rate from and including each Interest Payment Date
or, in the case of the first  Interest  Payment  Period,  the  original  date of
issuance of such Debt Security to, but excluding,  the next succeeding  Interest
Payment Date or, in the case of the last Interest Payment Period, the Redemption
Date, Special Redemption Date or Maturity Date, as applicable,  on the principal
thereof,  on any  overdue  principal  and (to the  extent  that  payment of such
interest is enforceable  under  applicable law) on Deferred  Interest and on any
overdue installment of interest (including Defaulted Interest), payable (subject
to the  provisions of Article XII) on each Interest  Payment Date  commencing on
March 15, 2005.  Interest and any Deferred Interest on any Debt Security that is
payable,  and is  punctually  paid or duly  provided for by the Company,  on any
Interest  Payment  Date  shall be paid to the  Person  in whose  name  said Debt
Security (or one or more  Predecessor  Securities) is registered at the close of
business on the regular record date for such interest  installment,  except that
interest and any Deferred Interest payable on the Maturity Date shall be paid to
the Person to whom  principal  is paid.  In the event that any Debt  Security or
portion  thereof is called for redemption and the redemption  date is subsequent
to a regular record date with respect to any Interest Payment Date and either on
or prior to such Interest  Payment Date,  interest on such Debt Security will be
paid upon presentation and surrender of such Debt Security.


                                      -14-


<PAGE>


                  Any  interest  on  any  Debt  Security,  other  than  Deferred
Interest,  that is payable,  but is not punctually  paid or duly provided for by
the Company,  on any Interest Payment Date (herein called "Defaulted  Interest")
shall  forthwith  cease to be payable to the  registered  holder on the relevant
regular  record date by virtue of having been such  holder,  and such  Defaulted
Interest  shall be paid by the  Company to the  Persons in whose names such Debt
Securities (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 such Debt 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  reasonably satisfactory to the Trustee for such deposit
prior to the date of the proposed payment,  such money when deposited to be held
in trust for the benefit of the Persons  entitled to such Defaulted  Interest as
in this clause  provided.  Thereupon the Trustee shall fix a special record date
for the payment of such Defaulted  Interest which shall not be more than fifteen
nor less than ten days prior to the date of the  proposed  payment  and not less
than ten days  after the  receipt by the  Trustee of the notice of the  proposed
payment.  The Trustee shall  promptly  notify the Company of such special record
date and, in the name and at the expense of the  Company,  shall cause notice of
the proposed  payment of such  Defaulted  Interest  and the special  record date
therefor to be mailed,  first class postage prepaid,  to each  Securityholder at
his or her address as it appears in the Debt  Security  Register,  not less than
ten days prior to such special  record date.  Notice of the proposed  payment of
such Defaulted  Interest and the special record date therefor having been mailed
as  aforesaid,  such  Defaulted  Interest  shall be paid to the Persons in whose
names such Debt  Securities (or their  respective  Predecessor  Securities)  are
registered on such special  record date and thereafter the Company shall have no
further payment obligation in respect of the Defaulted Interest.

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

                  The term  "regular  record date" as used in this Section shall
mean the seventh day prior to the  applicable  Interest  Payment Date whether or
not such date is a Business Day.

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

                  SECTION 2.09. CANCELLATION OF DEBT SECURITIES PAID, ETC.

                  All Debt  Securities  surrendered  for the purpose of payment,
redemption,  exchange or registration of transfer,  shall, if surrendered to the
Company or any Paying Agent, be surrendered to the Trustee and promptly canceled
by it, or, if surrendered to the Trustee,  shall be promptly canceled by it, and
no Debt Securities shall be issued in lieu thereof except as expressly permitted
by any of the  provisions  of this  Indenture.  The Trustee shall dispose of all
canceled Debt Securities in accordance with its customary practices,  unless the


                                      -15-


<PAGE>

Company  otherwise  directs the  Trustee in  writing,  in which case the Trustee
shall dispose of such Debt Securities as directed by the Company. If the Company
shall acquire any of the Debt Securities,  however,  such acquisition  shall not
operate as a redemption or satisfaction of the indebtedness  represented by such
Debt  Securities  unless and until the same are  surrendered  to the Trustee for
cancellation.

                  SECTION 2.10. COMPUTATION OF INTEREST.

                  (a) From  December  21,  2004 until March 15, 2010 (the "Fixed
Rate Period"),  the interest shall be computed on the basis of a 360-day year of
twelve  30-day  months and the amount  payable for any partial  period  shall be
cmputed  on the basis of the number of days  elapsed in a 360-day  yea of twelve
30-day months.  Upon expiration of the Fixed Rate Period, the amount of interest
payable  for any  Interest  Payment  Period  will be  computed on the basis of a
360-day  year and the actual  number of days  elapsed in the  relevant  interest
period;  PROVIDED,  HOWEVER,  that  upon  the  occurrence  of  a  Special  Event
Redemption  pursuant  to Section  10.02 the  amounts  payable  pursuant  to this
Indenture  shall  be  calculated  as set  forth  in the  definition  of  Special
Redemption Price.

                  (b) Upon expiration of the Fixed Rate Period,  LIBOR,  for any
Interest  Payment  Period,  shall  be  determined  by the  Calculation  Agent in
accordance with the following provisions:

                  (1) On the second LIBOR Business Day  (provided,  that on such
day  commercial  banks are open for  business  (including  dealings  in  foreign
currency  deposits) in London (a "LIBOR  Banking  Day"),  and otherwise the next
preceding  LIBOR  Business Day that is also a LIBOR  Banking Day) prior to March
15,  June 15,  September  15 and  December  15 (or,  with  respect  to the first
Interest  Payment  Period,  on  December  17,  2004)  (each  such day,  a "LIBOR
Determination Date" for the following Interest Payment Period),  the Calculation
Agent shall  obtain the rate for  three-month  U.S.  Dollar  deposits in Europe,
which appears on Telerate Page 3750 (as defined in the  International  Swaps and
Derivatives   Association,   Inc.  2000  Interest  Rate  and  Currency  Exchange
Definitions)  or such other page as may replace such  Telerate  Page 3750 on the
Moneyline  Telerate,  Inc.  service (or such other service or services as may be
nominated by the British Banker's  Association as the information vendor for the
purpose of displaying  London Interbank offered rates for U.S. dollar deposits),
as of 11:00 a.m. (London time) on such LIBOR Determination Date, and the rate so
obtained shall be LIBOR for such Interest  Payment Period.  "LIBOR Business Day"
means any day that is not a  Saturday,  Sunday or other day on which  commercial
banking  institutions  in The  City of New  York  or  Wilmington,  Delaware  are
authorized or obligated by law or executive order to be closed.  If such rate is
superseded on Telerate  Page 3750 by a corrected  rate before 12:00 noon (London
time) on the same LIBOR Determination Date, the corrected rate as so substituted
will be LIBOR for that Interest Payment Period.

                  (2) If, on any LIBOR  Determination  Date,  such rate does not
appear on  Telerate  Page 3750 or such other page as may replace  such  Telerate


                                      -16-


<PAGE>

Page 3750 on the  Moneyline  Telerate,  Inc.  service (or such other  service or
services  as may  be  nominated  by  the  British  Banker's  Association  as the
information  vendor for the purpose of displaying London Interbank offered rates
for U.S. dollar deposits),  the Calculation Agent shall determine the arithmetic
mean of the offered  quotations  of the  Reference  Banks (as defined  below) to
leading  banks in the  London  Interbank  market  for  three-month  U.S.  Dollar
deposits  in  Europe  (in an  amount  determined  by the  Calculation  Agent) by
reference to requests for  quotations  as of  approximately  11:00 a.m.  (London
time) on the  LIBOR  Determination  Date  made by the  Calculation  Agent to the
Reference  Banks.  If,  on any  LIBOR  Determination  Date,  at least two of the
Reference Banks provide such  quotations,  LIBOR shall equal the arithmetic mean
of such quotations. If, on any LIBOR Determination Date, only one or none of the
Reference  Banks  provide  such a  quotation,  LIBOR  shall be  deemed to be the
arithmetic mean of the offered quotations that at least two leading banks in the
City of New York (as  selected  by the  Calculation  Agent)  are  quoting on the
relevant LIBOR Determination Date for three-month U.S. Dollar deposits in Europe
at  approximately  11:00  a.m.  (London  time) (in an amount  determined  by the
Calculation Agent). As used herein,  "Reference Banks" means four major banks in
the London Interbank market selected by the Calculation Agent.

                  (3) If the  Calculation  Agent is  required  but is  unable to
determine  a rate in  accordance  with at least one of the  procedures  provided
above, LIBOR for the applicable Interest Payment Period shall be LIBOR in effect
for the immediately preceding Interest Payment Period.

                  (c) All  percentages  resulting from any  calculations  on the
Debt   Securities   will  be  rounded,   if   necessary,   to  the  nearest  one
hundred-thousandth  of  a  percentage  point,  with  five  one-millionths  of  a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or  .0987655)),  and all dollar amounts used in or resulting from such
calculation  will be  rounded to the  nearest  cent  (with  one-half  cent being
rounded upward).

                  (d) On each LIBOR  Determination  Date, the Calculation  Agent
shall  notify,  in writing,  the Company and the Paying Agent of the  applicable
Interest Rate in effect for the related Interest Payment Period. The Calculation
Agent shall, upon the request of the holder of any Debt Securities,  provide the
Interest Rate then in effect.  All calculations made by the Calculation Agent in
the absence of manifest  error shall be conclusive  for all purposes and binding
on the Company and the Holders of the Debt Securities. The Paying Agent shall be
entitled  to rely on  information  received  from the  Calculation  Agent or the
Company as to the Interest Rate. The Company shall,  from time to time,  provide
any necessary  information  to the Paying Agent  relating to any original  issue
discount and interest on the Debt Securities that is included in any payment and
reportable for taxable income calculation purposes.

                  SECTION 2.11. EXTENSION OF INTEREST PAYMENT PERIOD.

                  As long as it is acting in good faith,  the Company shall have
the right,  from time to time and without causing an Event of Default,  to defer
payments  of  interest  on  the  Debt   Securities  by  extending  the  interest
distribution  period  on the Debt  Securities  at any time and from time to time


                                      -17-


<PAGE>

during the term of the Debt Securities,  for up to twenty consecutive  quarterly
periods  (each  such  extended  interest   distribution  period,  an  "Extension
Period"),  during which  Extension  Period no interest  shall be due and payable
(except any  Additional  Interest  that may be due and  payable).  No  Extension
Period may end on a date other than an Interest  Payment  Date or extend  beyond
the Maturity Date, any Redemption  Date or any Special  Redemption  Date, as the
case may be.  During any Extension  Period,  interest will continue to accrue on
the Debt  Securities,  and  interest  on such  accrued  interest  (such  accrued
interest and interest  thereon  referred to herein as "Deferred  Interest") will
accrue at an annual  rate equal to the  Interest  Rate  applicable  during  such
Extension  Period,  compounded  quarterly  from the date such Deferred  Interest
would have been  payable  were it not for the  Extension  Period,  to the extent
permitted  by law. No interest  or  Deferred  Interest  shall be due and payable
during an Extension  Period,  except at the end thereof.  At the end of any such
Extension  Period the Company  shall pay all Deferred  Interest then accrued and
unpaid on the Debt Securities;  PROVIDED,  HOWEVER, that no Extension Period may
extend beyond the Maturity Date; and PROVIDED FURTHER,  HOWEVER, that during any
such  Extension  Period,  the Company shall be subject to the  restrictions  set
forth  in  Section  3.08 of this  Indenture.  Prior  to the  termination  of any
Extension  Period,  the Company may further extend such period,  PROVIDED,  that
such period together with all such previous and further  consecutive  extensions
thereof shall not exceed twenty consecutive  quarterly periods, or extend beyond
the Maturity Date.  Upon the  termination  of any Extension  Period and upon the
payment of all  Deferred  Interest,  the  Company may  commence a new  Extension
Period, subject to the foregoing requirements. The Company must give the Trustee
notice of its election to begin such  Extension  Period  ("Notice") at least one
Business  Day prior to regular  record date  applicable  to the next  succeeding
Interest  Payment date. The Trustee shall give notice of the Company's  election
to begin a new Extension Period to the Securityholders promptly after receipt of
notice from the Company of its election to begin or extend an Extension Period.

                  SECTION 2.12. CUSIP NUMBERS.

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

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

                  SECTION  3.01.  PAYMENT OF  PRINCIPAL,  PREMIUM AND  INTEREST;
AGREED TREATMENT OF THE DEBT SECURITIES.

                  (a) The  Company  covenants  and agrees  that it will duly and
punctually  pay or cause to be paid all payments due on the Debt  Securities  at
the place, at the respective  times and in the manner provided in this Indenture
and the Debt  Securities.  At the option of the  Company,  each  installment  of


                                      -18-


<PAGE>

interest  on the Debt  Securities  may be paid (i) by  mailing  checks  for such
interest payable to the order of the holders of Debt Securities entitled thereto
as they appear on the Debt  Security  Register  or (ii) by wire  transfer to any
account with a banking  institution  located in the United States  designated by
such  holders  to the  Paying  Agent no  later  than the  related  record  date.
Notwithstanding anything to the contrary contained in this Indenture or any Debt
Security,  if the Trust or the  Trustee  of the Trust is the  holder of any Debt
Security,  then all payments in respect of such Debt  Security  shall be made by
the Company in immediately available funds when due.

                  (b)  The   Company   will   treat  the  Debt   Securities   as
indebtedness,  and the interest  payable in respect of such Debt  Securities  as
interest,  for all U.S.  federal  income tax  purposes.  As a  condition  to the
payment  of any  principal  of or  interest  on any Debt  Security  without  the
imposition of withholding  tax, the Company shall require the previous  delivery
of  properly   completed  and  signed   applicable   U.S.   federal  income  tax
certifications  (generally,  an Internal Revenue Service Form W-9 (or applicable
successor  form) in the case of a Person  that is a U.S.  Person or an  Internal
Revenue Service Form W-8 (or applicable  successor form) in the case of a Person
that is not a U.S. Person and any other certification acceptable to it to enable
the Company and the Trustee to determine their respective duties and liabilities
with  respect to any taxes or other  charges that they may be required to pay or
withhold in respect of such Debt  Security  or the holder of such Debt  Security
under any  present  or future  law or  regulation  of the  United  States or any
political  subdivision thereof or taxing authority therein or to comply with any
reporting or other requirements under any such law or regulation.

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

                  SECTION 3.02. OFFICES FOR NOTICES AND PAYMENTS, ETC.


                  So long as any of the Debt Securities remain outstanding,  the
Company will  maintain in New York,  New York an office or agency where the Debt
Securities  may be  presented  for  payment,  an office or agency where the Debt
Securities  may be presented  for  registration  of transfer and for exchange as
provided in this  Indenture and an office or agency where notices and demands to
or upon the Company in respect of the Debt  Securities or of this  Indenture may
be served.  The Company hereby appoints the Trustee at ITS Unit Trust Window,  4
New York Plaza, Ground Floor, New York, New York 10004, attention: ITS (Houston)
- Bridge Capital Holdings Trust I as such office or agency.  In case the Company
shall fail to maintain any such office or agency in New York,  New York or shall
fail to give  such  notice of the  location  or of any  change  in the  location
thereof,  presentations and demands may be made and notices may be served at the
Principal Office of the Trustee.

                  In addition to any such office or agency, the Company may from
time to time  designate  one or more other  offices or  agencies  where the Debt
Securities may be presented for registration of transfer and for exchange in the
manner provided in this Indenture, and the Company may from time to time rescind
such  designation,  as the Company may deem  desirable or  expedient;  PROVIDED,
HOWEVER,  that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain any such office or agency in New York, New


                                      -19-


<PAGE>

York for the  purposes  above  mentioned.  The Company  will give to the Trustee
prompt written notice of any such designation or rescission thereof.

                  SECTION  3.03.  APPOINTMENTS  TO FILL  VACANCIES  IN TRUSTEE'S
OFFICE.

                  The Company,  whenever necessary to avoid or fill a vacancy in
the office of Trustee,  will appoint,  in the manner provided in Section 6.09, a
Trustee, so that there shall at all times be a Trustee hereunder.

                  SECTION 3.04. PROVISION AS TO PAYING AGENT.

                  (a) If the Company shall appoint a Paying Agent other than the
Trustee,  it will cause such Paying  Agent to execute and deliver to the Trustee
an instrument  in which such agent shall agree with the Trustee,  subject to the
provision of this Section 3.04:

                  (1) that it will  hold all sums  held by it as such  agent for
the payment of all payments due on the Debt  Securities  (whether such sums have
been paid to it by the Company or by any other  obligor on the Debt  Securities)
in trust for the benefit of the holders of the Debt Securities;

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

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

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

                  Whenever the Company  shall have one or more Paying Agents for
the Debt  Securities,  it will,  on or prior to each due date of the payments on
the Debt  Securities,  deposit with a Paying Agent a sum  sufficient  to pay all
payments  so becoming  due,  such sum to be held in trust for the benefit of the
Persons  entitled  thereto and (unless  such Paying  Agent is the  Trustee)  the
Company shall promptly notify the Trustee in writing of its action or failure to
act.

                  (c)   Anything   in  this   Section   3.04  to  the   contrary
notwithstanding,  the Company  may, at any time,  for the purpose of obtaining a
satisfaction and discharge with respect to the Debt Securities, or for any other
reason,  pay, or direct any Paying  Agent to pay to the Trustee all sums held in
trust by the  Company  or any such  Paying  Agent,  such  sums to be held by the
Trustee upon the same terms and conditions herein contained.


-20-


<PAGE>

                  (d)   Anything   in  this   Section   3.04  to  the   contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
3.04 is subject to Sections 12.03 and 12.04.

                  (e) The Company hereby  initially  appoints the Trustee to act
as Paying Agent (the "Paying Agent").

                  SECTION 3.05. CERTIFICATE TO TRUSTEE.

                  The Company  will deliver to the Trustee on or before 120 days
after the end of each fiscal year, so long as Debt  Securities  are  outstanding
hereunder,  a Certificate  stating that in the course of the  performance by the
signers of their  duties as  officers of the Company  they would  normally  have
knowledge of any default by the Company in the  performance  of any covenants of
the Company contained herein,  stating whether or not they have knowledge of any
such default and, if so,  specifying each such default of which the signers have
knowledge and the nature thereof.

                  SECTION 3.06. ADDITIONAL INTEREST.

                  If and for so long as the  Trust  is the  holder  of all  Debt
Securities  and is subject to or  otherwise  required  to pay, or is required to
withhold from distributions to holders of Trust Securities, any additional taxes
(including withholding taxes), duties, assessments or other governmental charges
as a result of a Tax Event,  the Company will pay such  additional  amounts (the
"Additional  Interest") on the Debt  Securities as shall be required so that the
net amounts  received and retained by the Trust for  distribution  to holders of
Trust Securities after paying all taxes (including  withholding taxes),  duties,
assessments or other governmental charges will be equal to the amounts the Trust
would have received and retained for distribution to holders of Trust Securities
after paying all taxes (including  withholding taxes on distributions to holders
of Trust Securities),  duties,  assessments or other governmental  charges if no
such additional taxes,  duties,  assessments or other  governmental  charges had
been  imposed.  Whenever in this  Indenture  or the Debt  Securities  there is a
reference in any context to the payment of  principal of or premium,  if any, or
interest on the Debt Securities, such mention shall be deemed to include mention
of payments of the  Additional  Interest  provided for in this  paragraph to the
extent that, in such context, Additional Interest is, was or would be payable in
respect thereof pursuant to the provisions of this paragraph and express mention
of the payment of Additional  Interest (if applicable) in any provisions  hereof
shall not be  construed  as excluding  Additional  Interest in those  provisions
hereof  where  such  express  mention  is not  made;  PROVIDED,  HOWEVER,  that,
notwithstanding anything to the contrary contained in this Indenture or any Debt
Security,  the deferral of the payment of interest  during an  Extension  Period
pursuant to Section 2.11 shall not defer the payment of any Additional  Interest
that may be due and payable.

                  SECTION 3.07. COMPLIANCE WITH CONSOLIDATION PROVISIONS.

                  The Company will not, while any of the Debt Securities  remain
outstanding,  consolidate  with, or merge into any other  Person,  or merge into
itself, or sell,  convey,  transfer or otherwise dispose of all or substantially
all of its property or capital stock to any other Person  unless the  provisions
of Article XI hereof are complied with.


                                      -21-


<PAGE>


                  SECTION 3.08. LIMITATION ON DIVIDENDS.

                  If Debt  Securities  are  initially  issued  to the Trust or a
trustee of such Trust in connection with the issuance of Trust Securities by the
Trust (regardless of whether Debt Securities  continue to be held by such Trust)
and (i) there shall have occurred and be  continuing  an Event of Default,  (ii)
the Company  shall be in default with respect to its payment of any  obligations
under the Capital  Securities  Guarantee  or (iii) the Company  shall have given
notice of its election to defer  payments of interest on the Debt  Securities by
extending the interest  distribution  period as provided herein and such period,
or any  extension  thereof,  shall have  commenced and be  continuing,  then the
Company may not (A) 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 (B) 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
Debt Securities or (C) make any payment under any guarantees of the Company that
rank  PARI  PASSU in all  respects  with or junior in  interest  to the  Capital
Securities   Guarantee  (other  than  (a)  repurchases,   redemptions  or  other
acquisitions  of shares of capital stock of the Company (I) in  connection  with
any employment  contract,  benefit plan or other similar arrangement with or for
the benefit of one or more employees,  officers, directors or consultants,  (II)
in connection with a dividend reinvestment or stockholder stock purchase plan or
(III) 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 occurrence
of (i), (ii) or (iii) above, (b) as a result of any exchange,  reclassification,
combination 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 stockholder's  rights plan, or the issuance of rights, stock
or other  property  under any  stockholder's  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).

                  SECTION 3.09. COVENANTS AS TO THE TRUST.

                  For so long as such Trust Securities remain  outstanding,  the
Company  shall  maintain  100%  ownership  of the Common  Securities;  PROVIDED,
HOWEVER,  that any permitted  successor of the Company under this Indenture that
is a U.S.  Person  may  succeed  to  the  Company's  ownership  of  such  Common
Securities.  The  Company,  as  owner  of  the  Common  Securities,   shall  use
commercially  reasonable  efforts  to cause the Trust (a) to remain a  statutory
trust,  except in  connection  with a  distribution  of Debt  Securities  to the
holders of Trust  Securities in liquidation of the Trust,  the redemption of all
of the Trust Securities or certain  mergers,  consolidations  or  amalgamations,
each as permitted by the Declaration, (b) to otherwise continue to be classified
as a grantor  trust for United  States  federal  income tax  purposes and (c) to
cause each  holder of Trust  Securities  to be  treated  as owning an  undivided
beneficial interest in the Debt Securities.


                                      -22-


<PAGE>


                                   ARTICLE IV

                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

                  SECTION 4.01. SECURITYHOLDERS' LISTS.

                  The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee:

                  (a) on each regular record date for an Interest  Payment Date,
a list,  in such form as the Trustee may  reasonably  require,  of the names and
addresses of the  Securityholders of the Debt Securities as of such record date;
and

                  (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such  request,  a list of
similar  form and  content  as of a date not more than 15 days prior to the time
such list is furnished,  except that no such lists need be furnished  under this
Section  4.01 so long as the Trustee is in  possession  thereof by reason of its
acting as Debt Security registrar.

                  SECTION 4.02. PRESERVATION AND DISCLOSURE OF LISTS.

                  (a) The  Trustee  shall  preserve,  in as current a form as is
reasonably  practicable,  all  information  as to the names and addresses of the
holders of Debt Securities (1) contained in the most recent list furnished to it
as  provided  in Section  4.01 or (2)  received  by it in the  capacity  of Debt
Securities registrar (if so acting) hereunder.  The Trustee may destroy any list
furnished  to it as  provided  in  Section  4.01 upon  receipt  of a new list so
furnished.

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

                  (1) afford such applicants access to the information preserved
at the time by the Trustee in accordance  with the  provisions of subsection (a)
of this Section 4.02, or

                  (2) inform such  applicants  as to the  approximate  number of
holders of Debt Securities  whose names and addresses  appear in the information
preserved  at the time by the  Trustee  in  accordance  with the  provisions  of
subsection (a) of this Section 4.02, and as to the  approximate  cost of mailing
to such  Securityholders  the  form of proxy  or  other  communication,  if any,
specified in such application.


                                      -23-


<PAGE>


                  If the  Trustee  shall  elect  not to afford  such  applicants
access to such information,  the Trustee shall, upon the written request of such
applicants,  mail to each  Securityholder  of Debt  Securities  whose  name  and
address  appear  in the  information  preserved  at the time by the  Trustee  in
accordance  with the provisions of subsection (a) of this Section 4.02 a copy of
the form of proxy or other communication which is specified in such request with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment,  or provision  for the payment,  of the  reasonable  expenses of
mailing,  unless  within five days after such tender,  the Trustee shall mail to
such  applicants,  and file with the  Securities  and  Exchange  Commission,  if
permitted or required by applicable law, together with a copy of the material to
be mailed, a written statement to the effect that in the opinion of the Trustee,
such mailing would be contrary to the best  interests of the holders of all Debt
Securities, as the case may be, or would be in violation of applicable law. Such
written  statement shall specify the basis of such opinion.  If said Commission,
as permitted or required by applicable law, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such  objections  or if,  after the entry of an order
sustaining one or more of such  objections,  said Commission  shall find,  after
notice and  opportunity  for hearing,  that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Securityholders  with reasonable  promptness after the
entry of such order and the renewal of such tender;  otherwise the Trustee shall
be  relieved  of any  obligation  or duty to such  applicants  respecting  their
application.

                  (c) Each and every holder of Debt Securities, by receiving and
holding the same,  agrees with the  Company  and the  Trustee  that  neither the
Company nor the Trustee nor any Paying Agent shall be held accountable by reason
of the  disclosure of any such  information as to the names and addresses of the
holders of Debt  Securities in accordance  with the provisions of subsection (b)
of this Section 4.02,  regardless of the source from which such  information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under said subsection (b).

                                   ARTICLE V

      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

                  SECTION 5.01. EVENTS OF DEFAULT.

                  The following events shall be "Events of Default" with respect
to Debt Securities:

                  (a) the Company  defaults in the payment of any interest  upon
any Debt  Security  when it becomes  due and  payable  (unless  the  Company has
elected  and  may  defer  interest  payments  pursuant  to  Section  2.11),  and
continuance of such default for a period of 30 days; for the avoidance of doubt,
an extension of any interest  distribution  period by the Company in  accordance
with Section 2.11 of this  Indenture  shall not  constitute a default under this
clause 5.01(a); or

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


                                      -24-


<PAGE>

declaration  of  acceleration  pursuant  to Section  5.01 of this  Indenture  or
otherwise; or

                  (c) the Company  defaults in the payment of any interest  upon
any Debt  Security when it becomes due and payable  following the  nonpayment of
any such interest for 20 or more consecutive quarterly periods; or

                  (d) the Company  defaults in the  performance of, or breaches,
any of its covenants or agreements in Sections 3.06,  3.07, 3.08 or 3.09 of this
Indenture (other than a covenant or agreement a default in whose  performance or
whose  breach  is  elsewhere  in this  Section  specifically  dealt  with),  and
continuance  of such  default or breach for a period of 90 days after  there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company  and the  Trustee by the  holders of not less than 25% in  aggregate
principal amount of the outstanding Debt Securities, a written notice specifying
such  default or breach and  requiring  it to be remedied  and stating that such
notice is a "Notice of Default" hereunder; or

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

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

                  (g)  the  Trust  shall  have   voluntarily  or   involuntarily
liquidated,  dissolved,  wound-up  its  business  or  otherwise  terminated  its
existence  except in connection with (1) the distribution of the Debt Securities
to holders of the Trust  Securities  in  liquidation  of their  interests in the
Trust,  (2) the  redemption of all of the  outstanding  Trust  Securities or (3)
certain  mergers,  consolidations  or  amalgamations,  each as  permitted by the
Declaration.

                  If an Event of  Default  specified  under  clause  (c) of this
Section 5.01 occurs and is continuing with respect to the Debt Securities, then,
and in each and every such case,  unless the  principal  of the Debt  Securities
shall have already become due and payable,  either the Trustee or the holders of
not less than 25% in  aggregate  principal  amount of the Debt  Securities  then
outstanding  hereunder,  by notice in writing to the Company (and to the Trustee
if given by  Securityholders),  may  declare  the entire  principal  of the Debt
Securities and any premium and interest accrued, but unpaid, thereon, if any, to
be due and payable  immediately,  and upon any such  declaration  the same shall
become  immediately  due and  payable.  If an Event of Default  specified  under
clause (e) or (f) of this  Section  5.01  occurs,  then,  in each and every such
case,  the entire  principal  amount of the Debt  Securities and any premium and
interest accrued,  but unpaid,  thereon shall IPSO FACTO become  immediately due


                                      -25-


<PAGE>

and payable without further action.  Notwithstanding anything to the contrary in
this  Section  5.01,  if at any time  during the period in which this  Indenture
remains in force and effect, the Company ceases or elects to cease to be subject
to the supervision and regulations of the Federal  Reserve,  OTS, OCC or similar
regulatory  authority  overseeing  bank,  thrift,  savings and loan or financial
holding  companies  or similar  institutions  requiring  specifications  for the
treatment of capital similar in nature to the capital adequacy  guidelines under
the  Federal  Reserve  rules and  regulations,  then the first  sentence of this
paragraph shall be deemed to include clauses (a), (b) and (d) under this Section
5.01 as an Event of Default  resulting in an acceleration of payment of the Debt
Securities to the same extent as provided herein for clause (c).

                  With respect to clause (c) of this Section  5.01,  the Company
agrees  that in the  event  of a  breach  by the  Company  of its  covenants  or
agreements  mentioned  therein,  any  remedy  at law  or in  damages  may  prove
inadequate  and therefore the Company  agrees that the Trustee shall be entitled
to  injunctive  relief  against  the  Company  in the  event  of any  breach  or
threatened  breach by the Company,  in addition to any other  relief  (including
damages) available to the Trustee under this Indenture or under law.

                  The  foregoing   provisions,   however,  are  subject  to  the
condition that if, at any time after the principal of the Debt Securities  shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall  have been  obtained  or entered as  hereinafter
provided,  (i) the  Company  shall pay or shall  deposit  with the Trustee a sum
sufficient  to pay all  matured  installments  of  interest  upon  all the  Debt
Securities and all payments on the Debt  Securities  which shall have become due
otherwise  than by  acceleration  (with  interest  upon  all such  payments  and
Deferred  Interest,  to the extent permitted by law) and such amount as shall be
sufficient to cover reasonable  compensation to the Trustee and each predecessor
Trustee,  their respective agents,  attorneys and counsel, and all other amounts
due to the Trustee  pursuant  to Section  6.06,  if any,  and (ii) all Events of
Default under this Indenture, other than the non-payment of the payments on Debt
Securities which shall have become due by  acceleration,  shall have been cured,
waived or otherwise remedied as provided herein, and in each and every such case
the holders of a majority in aggregate  principal  amount of the Debt Securities
then outstanding, by written notice to the Company and to the Trustee, may waive
all defaults and rescind and annul such declaration and its consequences, but no
such waiver or  rescission  and  annulment  shall  extend to or shall affect any
subsequent  default or shall  impair  any right  consequent  thereon;  provided,
however,  that if the Debt  Securities are held by the Trust or a trustee of the
Trust,  such waiver or rescission and annulment shall not be effective until the
holders of a majority in aggregate liquidation amount of the outstanding Capital
Securities of the Trust shall have  consented to such waiver or  rescission  and
annulment.

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


                                      -26-


<PAGE>


                  SECTION  5.02.  PAYMENT OF DEBT  SECURITIES  ON DEFAULT;  SUIT
THEREFOR.

                  The Company  covenants that upon the occurrence of an Event of
Default pursuant to clause 5.01(a),  5.01(b) or 5.01(c),  and upon demand of the
Trustee,  the Company will pay to the Trustee, for the benefit of the holders of
the Debt  Securities,  the whole  amount  that then  shall  have  become due and
payable on all Debt Securities  including  Deferred Interest accrued on the Debt
Securities; and, in addition thereto, such further amount as shall be sufficient
to  cover  the  costs  and  expenses  of  collection,   including  a  reasonable
compensation to the Trustee,  its agents,  attorneys and counsel,  and any other
amounts due to the Trustee  under  Section  6.06. In case the Company shall fail
forthwith to pay such amounts upon such demand, the Trustee, in its own name and
as trustee of an express trust, shall be entitled and empowered to institute any
actions or proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any other obligor on such Debt  Securities and collect in the manner provided by
law out of the  property  of the  Company  or any  other  obligor  on such  Debt
Securities wherever situated the moneys adjudged or decreed to be payable.

                  In case there shall be pending  proceedings for the bankruptcy
or for the  reorganization  of the  Company  or any  other  obligor  on the Debt
Securities  under  Bankruptcy  Law, or in case a receiver or trustee  shall have
been appointed for the property of the Company or such other obligor,  or in the
case of any other similar judicial  proceedings relative to the Company or other
obligor upon the Debt Securities, or to the creditors or property of the Company
or such other obligor, the Trustee, irrespective of whether the principal of the
Debt  Securities  shall  then be due and  payable  as  therein  expressed  or by
declaration of acceleration or otherwise and irrespective of whether the Trustee
shall have made any demand  pursuant to the  provisions  of this  Section  5.02,
shall  be  entitled  and  empowered,  by  intervention  in such  proceedings  or
otherwise, to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Debt  Securities and, in case of
any  judicial  proceedings,  to file such  proofs  of claim and other  papers or
documents  as may be  necessary  or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all other amounts due to the Trustee under Section 6.06) and of
the Securityholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Debt Securities,  or to the creditors or property of
the Company or such other  obligor,  unless  prohibited  by  applicable  law and
regulations,  to vote on behalf of the  holders  of the Debt  Securities  in any
election  of a trustee  or a standby  trustee  in  arrangement,  reorganization,
liquidation or other bankruptcy or insolvency  proceedings or Person  performing
similar  functions  in  comparable  proceedings,  and to collect and receive any
moneys or other  property  payable or  deliverable  on any such  claims,  and to
distribute  the same after the  deduction of its charges and  expenses;  and any
receiver,  assignee  or  trustee  in  bankruptcy  or  reorganization  is  hereby
authorized by each of the  Securityholders to make such payments to the Trustee,
and, in the event that the Trustee  shall consent to the making of such payments
directly to the Securityholders,  to pay to the Trustee such amounts as shall be
sufficient to cover  reasonable  compensation to the Trustee,  each  predecessor
Trustee  and their  respective  agents,  attorneys  and  counsel,  and all other
amounts due to the Trustee under Section 6.06.


                                      -27-


<PAGE>


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

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

                  In any  proceedings  brought  by the  Trustee  (and  also  any
proceedings  involving the  interpretation of any provision of this Indenture to
which the Trustee  shall be a party) the Trustee  shall be held to represent all
the holders of the Debt  Securities,  and it shall not be  necessary to make any
holders of the Debt Securities parties to any such proceedings.

                  SECTION 5.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE.

                  Any moneys  collected  by the Trustee  shall be applied in the
following  order, at the date or dates fixed by the Trustee for the distribution
of such moneys,  upon  presentation of the several Debt Securities in respect of
which  moneys have been  collected,  and stamping  thereon the payment,  if only
partially paid, and upon surrender thereof if fully paid:

                  First:  To the payment of costs and expenses  incurred by, and
reasonable fees of, the Trustee,  its agents,  attorneys and counsel, and of all
other amounts due to the Trustee under Section 6.06;

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

                  Third:  To the payment of the amounts then due and unpaid upon
Debt Securities,  in respect of which or for the benefit of which money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due on such Debt Securities; and

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

                  SECTION 5.04. PROCEEDINGS BY SECURITYHOLDERS.

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


                                      -28-


<PAGE>

PROVIDED,  that no holder of Debt  Securities  shall have any right to prejudice
the rights of any other holder of Debt Securities, obtain priority or preference
over any other such holder or enforce any right under this  Indenture  except in
the manner herein provided and for the equal,  ratable and common benefit of all
holders of Debt Securities.

                  Notwithstanding   any  other  provisions  in  this  Indenture,
however,  the right of any holder of any Debt Security to receive payment of the
principal of,  premium,  if any, and interest on such Debt Security when due, or
to institute suit for the enforcement of any such payment, shall not be impaired
or  affected  without  the  consent  of  such  holder.  For the  protection  and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 5.05. PROCEEDINGS BY TRUSTEE.

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

                  SECTION 5.06. REMEDIES CUMULATIVE AND CONTINUING.

                  Except as otherwise  provided in Section 2.06,  all powers and
remedies given by this Article V to the Trustee or to the Securityholders shall,
to the extent  permitted by law, be deemed  cumulative  and not exclusive of any
other  powers and  remedies  available to the Trustee or the holders of the Debt
Securities,  by judicial proceedings or otherwise, to enforce the performance or
observance  of the  covenants  and  agreements  contained  in this  Indenture or
otherwise  established  with  respect  to the Debt  Securities,  and no delay or
omission  of the  Trustee  or of any  holder  of any of the Debt  Securities  to
exercise any right or power  accruing  upon any Event of Default  occurring  and
continuing  as  aforesaid  shall  impair  any such  right or power,  or shall be
construed to be a waiver of any such default or an  acquiescence  therein;  and,
subject to the provisions of Section 5.04,  every power and remedy given by this
Article V or by law to the Trustee or to the  Securityholders  may be  exercised
from time to time, and as often as shall be deemed expedient,  by the Trustee or
by the Securityholders.

                  SECTION 5.07.  DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS
BY MAJORITY OF SECURITYHOLDERS.

                  The holders of a majority in aggregate principal amount of the
Debt Securities  affected  (voting as one class) at the time outstanding and, if
the Debt Securities are held by the Trust or a trustee of the Trust, the holders
of a  majority  in  aggregate  liquidation  amount  of the  outstanding  Capital
Securities  of the Trust  shall  have the right to direct  the time,  method and
place of conducting any proceeding for any remedy  available to the Trustee,  or
exercising any trust or power conferred on the Trustee with respect to such Debt
Securities; PROVIDED, HOWEVER, that if the Debt Securities are held by the Trust
or a trustee of the Trust, such time, method and place or such exercise,  as the


                                      -29-


<PAGE>

case may be, may not be so directed until the holders of a majority in aggregate
liquidation amount of the outstanding Capital Securities of the Trust shall have
directed  such  time,  method  and place or such  exercise,  as the case may be;
provided,  further, that (subject to the provisions of Section 6.01) the Trustee
shall  have the right to decline to follow  any such  direction  if the  Trustee
being advised by counsel shall  determine  that the action so directed  would be
unjustly  prejudicial to the holders not taking part in such direction or if the
Trustee  being  advised by counsel  determines  that the action or proceeding so
directed  may not lawfully be taken or if a  Responsible  Officer of the Trustee
shall  determine  that the action or  proceedings  so directed would involve the
Trustee in personal liability. Prior to any declaration of acceleration, or ipso
facto  acceleration,  of the maturity of the Debt  Securities,  the holders of a
majority  in  aggregate  principal  amount  of the Debt  Securities  at the time
outstanding may on behalf of the holders of all of the Debt Securities waive (or
modify any  previously  granted  waiver of) any past default or Event of Default
and its  consequences,  except a default  (a) in the  payment of  principal  of,
premium,  if any, or interest on any of the Debt  Securities,  (b) in respect of
covenants or provisions  hereof which cannot be modified or amended  without the
consent of the holder of each Debt Security  affected,  or (c) in respect of the
covenants  contained  in  Section  3.09;  PROVIDED,  HOWEVER,  that if the  Debt
Securities  are held by the  Trust or a trustee  of the  Trust,  such  waiver or
modification  to such  waiver  shall not be  effective  until the  holders  of a
majority in Liquidation  Amount of the Trust  Securities of the Trust shall have
consented to such waiver or modification to such waiver; PROVIDED, FURTHER, that
if the consent of the holder of each outstanding Debt Security is required, such
waiver or  modification  to such waiver shall not be effective until each holder
of the outstanding  Capital Securities of the Trust shall have consented to such
waiver or modification  to such waiver.  Upon any such waiver or modification to
such waiver,  the Default or Event of Default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Debt Securities  shall be restored to their former  positions and
rights  hereunder,  respectively;  but no such  waiver or  modification  to such
waiver shall extend to any  subsequent  or other  Default or Event of Default or
impair any right  consequent  thereon.  Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 5.07, said Default
or Event of  Default  shall for all  purposes  of the Debt  Securities  and this
Indenture be deemed to have been cured and to be not continuing.

                  SECTION 5.08. NOTICE OF DEFAULTS.

                  The Trustee shall,  within 90 days after a Responsible Officer
of the Trustee  shall have actual  knowledge or received  written  notice of the
occurrence  of a  Default  with  respect  to the  Debt  Securities,  mail to all
Securityholders, as the names and addresses of such holders appear upon the Debt
Security  Register,  notice of all Defaults with respect to the Debt  Securities
known to the  Trustee,  unless such  defaults  shall have been cured  before the
giving of such notice (the term  "defaults" for the purpose of this Section 5.08
being hereby defined to be the events  specified in  subsections  (a), (b), (c),
(d),  (e) and (f) of Section  5.01,  not  including  periods  of grace,  if any,
provided  for  therein);  PROVIDED,  that,  except in the case of default in the
payment of the  principal  of,  premium,  if any, or interest on any of the Debt
Securities,  the Trustee shall be protected in withholding such notice if and so
long as a Responsible  Officer of the Trustee in good faith  determines that the
withholding of such notice is in the interests of the Securityholders.


                                      -30-


<PAGE>


                  SECTION 5.09. UNDERTAKING TO PAY COSTS.

                  All parties to this  Indenture  agree,  and each holder of any
Debt  Security  by such  holder's  acceptance  thereof  shall be  deemed to have
agreed,  that  any  court  may in its  discretion  require,  in any suit for the
enforcement of any right or remedy under this Indenture,  or in any suit against
the Trustee for any action taken or omitted by it as Trustee,  the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that  such  court  may in its  discretion  assess  reasonable  costs,  including
reasonable  attorneys'  fees and  expenses,  against any party  litigant in such
suit,  having due regard to the merits and good faith of the claims or  defenses
made by such party  litigant;  but the provisions of this Section 5.09 shall not
apply to any suit  instituted  by the  Trustee,  to any suit  instituted  by any
Securityholder, or group of Securityholders,  holding in the aggregate more than
10% in principal  amount of the Debt Securities (or, if such Debt Securities are
held by the Trust or a trustee of the Trust, more than 10% in liquidation amount
of  the  outstanding  Capital  Securities),   to  any  suit  instituted  by  any
Securityholder  for the  enforcement  of the  payment  of the  principal  of (or
premium,  if any) or  interest  on any Debt  Security  against the Company on or
after the same shall have become due and payable,  or to any suit  instituted in
accordance with Section 14.12.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

                  SECTION 6.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE.

                  With  respect  to  the  holders  of  Debt  Securities   issued
hereunder,  the  Trustee,  prior to the  occurrence  of an Event of Default with
respect to the Debt  Securities and after the curing or waiving of all Events of
Default which may have occurred, with respect to the Debt Securities, undertakes
to perform  such  duties and only such duties as are  specifically  set forth in
this Indenture.  In case an Event of Default with respect to the Debt Securities
has occurred  (which has not been cured or waived),  the Trustee shall  exercise
such of the rights and powers vested in it by this  Indenture,  and use the same
degree of care and skill in their  exercise,  as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.

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

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

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


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<PAGE>


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

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

                  (c) the Trustee shall not be liable with respect to any action
taken or  omitted  to be  taken  by it in good  faith,  in  accordance  with the
direction of the Securityholders pursuant to Section 5.07, 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;

                  (d) the Trustee  shall not be charged  with  knowledge  of any
Default or Event of Default with respect to the Debt  Securities  unless  either
(1) a Responsible  Officer shall have actual  knowledge of such Default or Event
of Default or (2) written  notice of such Default or Event of Default shall have
been  given to the  Trustee  by the  Company  or any other  obligor  on the Debt
Securities  or by any holder of the Debt  Securities,  except with respect to an
Event of Default pursuant to Sections 5.01(a),  5.01(b) or 5.01(c) hereof (other
than an Event of Default resulting from the default in the payment of Additional
Interest or premium,  if any, if the Trustee  does not have actual  knowledge or
written notice that such payment is due and payable), of which the Trustee shall
be deemed to have knowledge; and

                  (e) in the  absence  of bad faith or gross  negligence  on the
part of the Trustee,  the Trustee may seek and rely on  reasonable  instructions
from the Company.

                  None  of the  provisions  contained  in this  Indenture  shall
require the Trustee to expend or risk its own funds or otherwise  incur personal
financial  liability in the  performance of any of its duties or in the exercise
of any of its rights or powers.

SECTION 6.02.     RELIANCE ON DOCUMENTS, OPINIONS, ETC.

                  Except as otherwise provided in Section 6.01:

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

                  (b) any  request,  direction,  order or demand of the  Company
mentioned  herein shall be  sufficiently  evidenced by an Officers'  Certificate
(unless other evidence in respect  thereof be herein  specifically  prescribed);


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<PAGE>

and any Board  Resolution  may be  evidenced  to the  Trustee by a copy  thereof
certified by the Secretary or an Assistant Secretary of the Company;

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

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

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

                  (f) the Trustee  shall not be bound to make any  investigation
into the facts or  matters  stated in any  resolution,  certificate,  statement,
instrument,  opinion,  report, notice, request,  consent, order, approval, bond,
debenture,  coupon or other paper or document, unless requested in writing to do
so by the holders of not less than a majority in aggregate  principal  amount of
the outstanding Debt Securities affected thereby; PROVIDED, HOWEVER, that if the
payment  within a  reasonable  time to the  Trustee  of the costs,  expenses  or
liabilities  likely to be incurred by it in the making of such investigation is,
in the  opinion of the  Trustee,  not  reasonably  assured to the Trustee by the
security afforded to it by the terms of this Indenture,  the Trustee may require
reasonable  indemnity  against  such  expense or  liability as a condition to so
proceeding; 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 (including any Authenticating Agent) or attorneys,  and the Trustee shall
not be  responsible  for any  misconduct  or  negligence on the part of any such
agent or attorney appointed by it with due care.

                  SECTION 6.03. NO RESPONSIBILITY FOR RECITALS, ETC.

                  The  recitals  contained  herein  and in the  Debt  Securities
(except  in  the   certificate   of   authentication   of  the  Trustee  or  the
Authenticating  Agent) shall be taken as the  statements  of the Company and the
Trustee  and  the   Authenticating   Agent  assume  no  responsibility  for  the
correctness  of the same.  The  Trustee  and the  Authenticating  Agent  make no
representations  as to the validity or  sufficiency  of this Indenture or of the
Debt  Securities.  The  Trustee  and  the  Authenticating  Agent  shall  not  be
accountable  for the use or application by the Company of any Debt Securities or


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<PAGE>

the proceeds of any Debt Securities  authenticated  and delivered by the Trustee
or the Authenticating Agent in conformity with the provisions of this Indenture.

                  SECTION 6.04.  TRUSTEE,  AUTHENTICATING  AGENT, PAYING AGENTS,
TRANSFER AGENTS OR REGISTRAR MAY OWN DEBT SECURITIES.

                  The Trustee or any Authenticating Agent or any Paying Agent or
any transfer  agent or any Debt  Security  registrar,  in its  individual or any
other capacity, may become the owner or pledgee of Debt Securities with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
transfer agent or Debt Security registrar.

                  SECTION 6.05. MONEYS TO BE HELD IN TRUST.

                  Subject  to  the  provisions  of  Section  12.04,  all  moneys
received  by the  Trustee or any Paying  Agent  shall,  until used or applied as
herein provided,  be held in trust for the purpose for which they were received,
but need not be  segregated  from other funds  except to the extent  required by
law. The Trustee and any Paying  Agent shall be under no liability  for interest
on any money received by it hereunder except as otherwise agreed in writing with
the  Company.  So long  as no  Event  of  Default  shall  have  occurred  and be
continuing,  all interest allowed on any such moneys, if any, shall be paid from
time to time to the Company upon the written order of the Company, signed by the
Chairman of the Board of Directors,  the President, the Chief Operating Officer,
a Vice President, the Treasurer or an Assistant Treasurer of the Company.

                  SECTION 6.06. COMPENSATION AND EXPENSES OF TRUSTEE.

                  Other  than as  provided  in the Fee  Agreement  of even  date
herewith  between Cohen Bros. & Company,  the Trustee,  the Company and Delaware
Trustee (as defined in the Declaration), the Company covenants and agrees to pay
to the Trustee  from time to time,  and the Trustee  shall be entitled  to, such
compensation  as shall be agreed  to in  writing  between  the  Company  and the
Trustee  (which  shall not be limited by any  provision  of law in regard to the
compensation  of a trustee of an express  trust),  and the  Company  will pay or
reimburse  the Trustee upon its written  request for all  documented  reasonable
expenses,  disbursements  and  advances  incurred  or  made  by the  Trustee  in
accordance  with  any  of  the  provisions  of  this  Indenture  (including  the
reasonable  compensation  and the reasonable  expenses and  disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance that arises from its negligence,  willful  misconduct or
bad  faith.  The  Company  also  covenants  to  indemnify  each  of the  Trustee
(including  in its  individual  capacity) and any  predecessor  Trustee (and its
officers, agents, directors and employees) for, and to hold it harmless against,
any and all loss,  damage,  claim,  liability or expense  including taxes (other
than taxes based on the income of the Trustee),  except to the extent such loss,
damage,  claim,  liability  or  expense  results  from the  negligence,  willful
misconduct or bad faith of such indemnitee, arising out of or in connection with
the acceptance or administration of this Trust, including the costs and expenses
of  defending  itself  against  any  claim or  liability  in the  premises.  The
obligations  of the Company under this Section 6.06 to compensate  and indemnify
the  Trustee  and to pay or  reimburse  the  Trustee  for  documented  expenses,
disbursements and advances shall constitute additional  indebtedness  hereunder.
Such additional  indebtedness shall be secured by (and the Company hereby grants


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<PAGE>

and pledges to the Trustee) a lien prior to that of the Debt Securities upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the benefit of the holders of particular Debt Securities.

                  Without prejudice to any other rights available to the Trustee
under  applicable law, when the Trustee incurs  expenses or renders  services in
connection with an Event of Default  specified in subsections (e), (f) or (g) of
Section 5.01, the expenses (including the reasonable charges and expenses of its
counsel)  and the  compensation  for the  services  are  intended to  constitute
expenses of  administration  under any applicable  federal or state  bankruptcy,
insolvency or other similar law.

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

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

                  SECTION 6.07. OFFICERS' CERTIFICATE AS EVIDENCE.

                  Except  as  otherwise  provided  in  Sections  6.01 and  6.02,
whenever in the  administration  of the provisions of this Indenture the Trustee
shall deem it  necessary  or  desirable  that a matter be proved or  established
prior to taking or omitting  any action  hereunder,  such matter  (unless  other
evidence  in respect  thereof be herein  specifically  prescribed)  may,  in the
absence  of  negligence,  willful  misconduct  or bad  faith  on the part of the
Trustee,  be deemed to be  conclusively  proved and  established by an Officers'
Certificate  delivered to the Trustee,  and such certificate,  in the absence of
negligence, willful misconduct or bad faith on the part of the Trustee, shall be
full  warrant to the  Trustee  for any  action  taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

                  SECTION 6.08. ELIGIBILITY OF TRUSTEE.

                  The Trustee hereunder shall at all times be a U.S. Person that
is a banking  corporation or national  association  organized and doing business
under the laws of the United  States of  America or any state  thereof or of the
District of Columbia and authorized under such laws to exercise  corporate trust
powers,  having a combined  capital and surplus of at least fifty  million  U.S.
dollars  ($50,000,000)  and subject to  supervision  or  examination by federal,
state,  or District  of  Columbia  authority.  If such  corporation  or national
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid  supervising or examining  authority,  then
for the purposes of this  Section 6.08 the combined  capital and surplus of such
corporation or national  association  shall be deemed to be its combined capital
and surplus as set forth in its most recent records of condition so published.

                  The Company may not, nor may any Person directly or indirectly
controlling,  controlled by, or under common control with the Company,  serve as
Trustee,  notwithstanding that such corporation or national association shall be
otherwise eligible and qualified under this Article.


                                      -35-


<PAGE>


                  In case at any time the Trustee  shall cease to be eligible in
accordance  with the  provisions of this Section 6.08,  the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.09.

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

                  SECTION 6.09.  RESIGNATION OR REMOVAL OF TRUSTEE,  CALCULATION
AGENT, PAYING AGENT OR DEBT SECURITY REGISTRAR.

                  (a)  The  Trustee,   or  any  trustee  or  trustees  hereafter
appointed,  the  Calculation  Agent,  the  Paying  Agent  and any Debt  Security
Registrar may at any time resign by giving written notice of such resignation to
the Company and by mailing  notice  thereof,  at the Company's  expense,  to the
holders of the Debt  Securities  at their  addresses as they shall appear on the
Debt Security Register.  Upon receiving such notice of resignation,  the Company
shall  promptly  appoint a successor or  successors  by written  instrument,  in
duplicate,  executed  by order  of its  Board  of  Directors,  one copy of which
instrument  shall  be  delivered  to the  resigning  party  and one  copy to the
successor.  If no  successor  shall  have been so  appointed  and have  accepted
appointment  within 30 days after the mailing of such notice of  resignation  to
the  affected  Securityholders,  the  resigning  party may petition any court of
competent jurisdiction for the appointment of a successor, or any Securityholder
who has been a bona fide  holder of a Debt  Security or Debt  Securities  for at
least six months may,  subject to the  provisions  of Section 5.09, on behalf of
himself or herself and all others  similarly  situated,  petition any such court
for the appointment of a successor. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor.

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

                  (1) the Trustee  shall fail to comply with the  provisions  of
the last paragraph of Section 6.08 after written request therefor by the Company
or by any  Securityholder  who has been a bona fide holder of a Debt Security or
Debt Securities for at least six months,

                  (2) the Trustee shall cease to be eligible in accordance  with
the  provisions of Section 6.08 and shall fail to resign after  written  request
therefor by the Company or by any such Securityholder, or

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

                  then, in any such case, the Company may remove the Trustee and
appoint a successor  Trustee by written  instrument,  in duplicate,  executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor Trustee,  or, subject to
the  provisions  of Section  5.09,  if no successor  Trustee  shall have been so
appointed and have accepted  appointment within 30 days of the occurrence of any


                                      -36-


<PAGE>

of (1), (2) or (3) above, any  Securityholder who has been a bona fide holder of
a Debt  Security  or Debt  Securities  for at least six months may, on behalf of
himself or herself  and all others  similarly  situated,  petition  any court of
competent  jurisdiction  for the removal of the Trustee and the appointment of a
successor  Trustee.  Such court may thereupon,  after such notice, if any, as it
may deem  proper and  prescribe,  remove the  Trustee  and  appoint a  successor
Trustee.

                  (c) Upon prior written  notice to the Company and the Trustee,
the holders of a majority in aggregate  principal  amount of the Debt Securities
at the time  outstanding  may at any time  remove  the  Trustee  and  nominate a
successor  Trustee,  which shall be deemed appointed as successor Trustee unless
within ten Business Days after such nomination the Company objects  thereto,  in
which case or in the case of a failure by such  holders to  nominate a successor
Trustee,  the  Trustee  so  removed  or any  Securityholder,  upon the terms and
conditions and otherwise as in subsection (a) of this Section 6.09 provided, may
petition any court of competent jurisdiction for an appointment of a successor.

                  (d) Any resignation or removal of the Trustee, the Calculation
Agent,  the Paying Agent and any Debt Security  Registrar and  appointment  of a
successor  pursuant to any of the  provisions  of this Section 6.09 shall become
effective upon acceptance of appointment by the successor as provided in Section
6.10.

                  SECTION 6.10. ACCEPTANCE BY SUCCESSOR.

                  Any successor Trustee, Calculation Agent, Paying Agent or Debt
Security  Registrar  appointed  as  provided  in  Section  6.09  shall  execute,
acknowledge  and  deliver to the Company and to its  predecessor  an  instrument
accepting such appointment  hereunder,  and thereupon the resignation or removal
of the retiring  party shall become  effective and such  successor,  without any
further  act,  deed or  conveyance,  shall  become  vested  with all the rights,
powers,  duties  and  obligations  with  respect to the Debt  Securities  of its
predecessor  hereunder,  with like effect as if originally  named  herein;  but,
nevertheless,  on the written  request of the Company or of the  successor,  the
party ceasing to act shall,  upon payment of the amounts then due it pursuant to
the provisions of Section 6.06,  execute and deliver an instrument  transferring
to such  successor  all the rights and powers of the party so ceasing to act and
shall duly assign, transfer and deliver to such successor all property and money
held by such  retiring  party  hereunder.  Upon  reasonable  request of any such
successor, the Company shall execute any and all instruments in writing for more
fully and certainly  vesting in and confirming to such successor all such rights
and powers. Any party ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or  collected  to secure any amounts then due it pursuant
to the provisions of Section 6.06.

                  If a successor Trustee is appointed, the Company, the retiring
Trustee  and the  successor  Trustee  shall  execute  and  deliver an  indenture
supplemental  hereto  which shall  contain  such  provisions  as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the  retiring  Trustee with  respect to the Debt  Securities  as to which the
predecessor  Trustee  is  not  retiring  shall  continue  to be  vested  in  the
predecessor  Trustee,  and shall add to or change any of the  provisions of this
Indenture as shall be necessary to provide for or facilitate the  administration
of the  Trust  hereunder  by more than one  Trustee,  it being  understood  that
nothing herein or in such supplemental  indenture shall constitute such Trustees


                                      -37-


<PAGE>

co-trustees  of the same trust and that each such Trustee  shall be Trustee of a
trust or trusts hereunder  separate and apart from any trust or trusts hereunder
administered by any other such Trustee.

                  No successor  Trustee shall accept  appointment as provided in
this Section 6.10 unless at the time of such acceptance  such successor  Trustee
shall be eligible and qualified under the provisions of Section 6.08.

                  In no  event  shall a  retiring  Trustee,  Calculation  Agent,
Paying Agent or Debt  Security  Registrar be liable for the acts or omissions of
any successor hereunder.

                  Upon  acceptance  of  appointment  by  a  successor   Trustee,
Calculation  Agent,  Paying Agent or Debt Security Registrar as provided in this
Section 6.10,  the Company shall mail notice of the succession to the holders of
Debt  Securities  at their  addresses as they shall appear on the Debt  Security
Register.  If the Company  fails to mail such notice  within ten  Business  Days
after the acceptance of appointment by the successor,  the successor shall cause
such notice to be mailed at the expense of the Company.

                  SECTION 6.11. SUCCESSION BY MERGER, ETC.

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

                  In  case at the  time  such  successor  to the  Trustee  shall
succeed to the trusts created by this Indenture any of the Debt Securities shall
have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor  Trustee, and deliver
such Debt Securities so authenticated;  and in case at that time any of the Debt
Securities shall not have been  authenticated,  any successor to the Trustee may
authenticate  such  Debt  Securities  either  in the  name  of  any  predecessor
hereunder or in the name of the  successor  Trustee;  and in all such cases such
certificates  shall  have  the  full  force  which  it is  anywhere  in the Debt
Securities or in this  Indenture  provided that the  certificate  of the Trustee
shall  have;  PROVIDED,  HOWEVER,  that the  right to adopt the  certificate  of
authentication of any predecessor Trustee or authenticate Debt Securities in the
name of any predecessor  Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

                  SECTION 6.12. AUTHENTICATING AGENTS.

                  There may be one or more  Authenticating  Agents  appointed by
the Trustee  upon the request of the Company with power to act on its behalf and
subject to its direction in the  authentication  and delivery of Debt Securities
issued upon exchange or registration of transfer thereof as fully to all intents
and  purposes  as  though  any such  Authenticating  Agent  had  been  expressly
authorized  to  authenticate  and deliver Debt  Securities;  provided,  that the
Trustee  shall have no liability to the Company for any acts or omissions of the
Authenticating  Agent with  respect to the  authentication  and delivery of Debt
Securities.  Any  such  Authenticating  Agent  shall  at all  times  be a Person


                                      -38-


<PAGE>

organized and doing business under the laws of the United States or of any state
or territory  thereof or of the District of Columbia  authorized under such laws
to act as  Authenticating  Agent,  having a combined  capital  and surplus of at
least  $50,000,000  and being subject to  supervision or examination by federal,
state,  territorial or District of Columbia authority.  If such Person publishes
reports of condition at least annually  pursuant to law or the  requirements  of
such authority,  then for the purposes of this Section 6.12 the combined capital
and  surplus  of such  Person  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent report of condition so published.  If at
any time an  Authenticating  Agent shall cease to be eligible in accordance with
the  provisions of this Section,  it shall resign  immediately in the manner and
with the effect herein specified in this Section.

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

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

                  Other  than as  provided  in the Fee  Agreement  of even  date
herewith  between Cohen Bros. & Company,  the Company,  the Trustee and Delaware
Trustee  (as  defined  in the  Declaration),  the  Company  agrees to pay to any
Authenticating Agent from time to time reasonable compensation for its services.
Any  Authenticating  Agent shall have no  responsibility  or  liability  for any
action taken by it as such in accordance  with the directions of the Trustee and
shall  receive such  reasonable  indemnity as it may require  against the costs,
expenses  and  liabilities  incurred  in  furtherance  of its duties  under this
Section 6.12.


                                      -39-


<PAGE>


                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

                  SECTION 7.01. ACTION BY SECURITYHOLDERS.

                  Whenever in this  Indenture it is provided that the holders of
a specified  percentage in aggregate  principal amount of the Debt Securities or
aggregate  Liquidation  Amount of the  Capital  Securities  may take any  action
(including  the  making of any  demand or  request,  the  giving of any  notice,
consent or waiver or the taking of any other action),  the fact that at the time
of taking any such action the holders of such specified  percentage  have joined
therein may be evidenced (a) by any  instrument or any number of  instruments of
similar tenor executed by such Securityholders or holders of Capital Securities,
as the case may be, in person or by agent or proxy appointed in writing,  or (b)
by the record of such holders of Debt Securities  voting in favor thereof at any
meeting of such  Securityholders  duly  called and held in  accordance  with the
provisions of Article VIII or of such holders of Capital  Securities duly called
and held in  accordance  with the  provisions  of the  Declaration,  or (c) by a
combination  of such  instrument  or  instruments  and any such record of such a
meeting of such  Securityholders or holders of Capital  Securities,  as the case
may be, or (d) by any other method the Trustee deems satisfactory.

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

                  SECTION 7.02. PROOF OF EXECUTION BY SECURITYHOLDERS.

                  Subject to the  provisions  of Sections  6.01,  6.02 and 8.05,
proof  of  the  execution  of  any  instrument  by  a  Securityholder   or  such
Securityholder's  agent or proxy shall be sufficient if made in accordance  with
such reasonable  rules and regulations as may be prescribed by the Trustee or in
such manner as shall be  satisfactory  to the  Trustee.  The  ownership  of Debt
Securities shall be proved by the Debt Security  Register or by a certificate of
the Debt Security  Registrar.  The Trustee may require such additional  proof of
any matter referred to in this Section as it shall deem necessary.


                                      -40-


<PAGE>


                  The record of any Securityholders'  meeting shall be proved in
the manner provided in Section 8.06.

                  SECTION 7.03. WHO ARE DEEMED ABSOLUTE OWNERS.

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

                  SECTION  7.04.  DEBT  SECURITIES  OWNED BY COMPANY  DEEMED NOT
OUTSTANDING.

                  In determining  whether the holders of the requisite aggregate
principal amount of Debt Securities have concurred in any direction,  consent or
waiver under this Indenture,  Debt Securities  which are owned by the Company or
any other obligor on the Debt Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company (other than the Trust) or any other obligor on the Debt Securities shall
be  disregarded  and deemed not to be  outstanding  for the  purpose of any such
determination;  PROVIDED,  that for the  purposes  of  determining  whether  the
Trustee shall be protected in relying on any such direction,  consent or waiver,
only Debt Securities  which a Responsible  Officer of the Trustee actually knows
are so owned shall be so  disregarded.  Debt Securities so owned which have been
pledged in good faith may be regarded as  outstanding  for the  purposes of this
Section 7.04 if the pledgee shall  establish to the  satisfaction of the Trustee
the pledgee's right to vote such Debt Securities and that the pledgee is not the
Company or any such other obligor or Person  directly or indirectly  controlling
or controlled by or under direct or indirect  common control with the Company or
any such other obligor.  In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full  protection to the
Trustee.

                  SECTION 7.05. REVOCATION OF CONSENTS;  FUTURE  SECURITYHOLDERS
BOUND.

                  At any time  prior to (but not after)  the  evidencing  to the
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Debt Securities specified
in this Indenture in connection with such action,  any holder (in cases where no
record  date has been set  pursuant  to  Section  7.01) or any  holder  as of an
applicable  record date (in cases  where a record date has been set  pursuant to
Section  7.01) of a Debt  Security (or any Debt  Security  issued in whole or in
part in exchange or  substitution  therefor) the serial number of which is shown
by the evidence to be included in the Debt  Securities the holders of which have
consented to such action may, by filing  written  notice with the Trustee at the
Principal Office of the Trustee and upon proof of holding as provided in Section


                                      -41-


<PAGE>


7.02,  revoke such action so far as concerns  such Debt  Security  (or so far as
concerns the principal  amount  represented by any exchanged or substituted Debt
Security).  Except as aforesaid  any such action taken by the holder of any Debt
Security  shall be  conclusive  and binding upon such holder and upon all future
holders and owners of such Debt  Security,  and of any Debt  Security  issued in
exchange or  substitution  therefor  or on  registration  of  transfer  thereof,
irrespective  of whether or not any notation in regard thereto is made upon such
Debt Security or any Debt Security issued in exchange or substitution therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

                  SECTION 8.01. PURPOSES OF MEETINGS.

                  A  meeting  of  Securityholders  may be called at any time and
from time to time pursuant to the provisions of this Article VIII for any of the
following purposes:

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

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

                  (c) to consent to the  execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or

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

                  SECTION 8.02. CALL OF MEETINGS BY TRUSTEE.

                  The Trustee may at any time call a meeting of  Securityholders
to take any action  specified  in Section  8.01,  to be held at such time and at
such place in The City of New York, the Borough of Manhattan, or Houston, Texas,
as the Trustee shall determine.  Notice of every meeting of the Securityholders,
setting  forth the time and the place of such  meeting and in general  terms the
action proposed to be taken at such meeting,  shall be mailed to holders of Debt
Securities  affected  at  their  addresses  as they  shall  appear  on the  Debt
Securities Register.  Such notice shall be mailed not less than 20 nor more than
180 days prior to the date fixed for the meeting.

                  SECTION 8.03. CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS.

                  In  case  at  any  time  the  Company   pursuant  to  a  Board
Resolution,  or the holders of at least 10% in aggregate principal amount of the
Debt Securities, as the case may be, then outstanding,  shall have requested the
Trustee to call a meeting of  Securityholders,  by written request setting forth


                                      -42-


<PAGE>

in  reasonable  detail the action  proposed to be taken at the meeting,  and the
Trustee  shall not have mailed the notice of such  meeting  within 20 days after
receipt of such request,  then the Company or such Securityholders may determine
the time and the place in for such meeting and may call such meeting to take any
action  authorized  in Section 8.01,  by mailing  notice  thereof as provided in
Section 8.02.

                  SECTION 8.04. QUALIFICATIONS FOR VOTING.

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

                  SECTION 8.05. REGULATIONS.

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

                  The Trustee  shall,  by an  instrument  in writing,  appoint a
temporary chairman of the meeting,  unless the meeting shall have been called by
the Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote at the meeting.

                  Subject to the provisions of Section 7.04, at any meeting each
holder of Debt  Securities  with  respect to which such meeting is being held or
proxy therefor shall be entitled to one vote for each $1,000 principal amount of
Debt Securities held or represented by such holder;  PROVIDED,  HOWEVER, that no
vote  shall be cast or counted  at any  meeting in respect of any Debt  Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding.  The chairman of the meeting shall have no right to vote other than
by virtue of Debt  Securities held by such chairman or instruments in writing as
aforesaid  duly  designating  such  chairman  as the Person to vote on behalf of
other  Securityholders.  Any meeting of Securityholders  duly called pursuant to
the  provisions of Section 8.02 or 8.03 may be adjourned  from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

                  SECTION 8.06. VOTING.

                  The vote  upon any  resolution  submitted  to any  meeting  of
holders of Debt  Securities  with  respect  to which such  meeting is being held
shall be by written  ballots on which shall be subscribed the signatures of such
holders or of their representatives by proxy and the serial number or numbers of


                                      -43-


<PAGE>

the Debt Securities  held or represented by them. The permanent  chairman of the
meeting shall appoint two  inspectors of votes who shall count all votes cast at
the meeting for or against any  resolution  and who shall make and file with the
secretary of the meeting  their  verified  written  reports in triplicate of all
votes cast at the  meeting.  A record in duplicate  of the  proceedings  of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and  affidavits by one or more Persons
having  knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 8.02.  The record
shall  show the  serial  numbers  of the Debt  Securities  voting in favor of or
against  any  resolution.  The  record  shall  be  signed  and  verified  by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates  shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee,  the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive  evidence
of the matters therein stated.

                  SECTION 8.07. QUORUM; ACTIONS.

                  The  Persons  entitled  to  vote  a  majority  in  outstanding
principal  amount of the Debt Securities shall constitute a quorum for a meeting
of Securityholders; PROVIDED, HOWEVER, that if any action is to be taken at such
meeting  with  respect  to  a  consent,   waiver,   request,   demand,   notice,
authorization,  direction  or other  action which may be given by the holders of
not less than a specified percentage in outstanding principal amount of the Debt
Securities,  the Persons  holding or representing  such specified  percentage in
outstanding principal amount of the Debt Securities will constitute a quorum. In
the  absence of a quorum  within 30 minutes of the time  appointed  for any such
meeting,  the meeting shall, if convened at the request of  Securityholders,  be
dissolved.  In any other case the meeting may be  adjourned  for a period of not
less than 10 days as determined  by the permanent  chairman of the meeting prior
to the  adjournment  of such  meeting.  In the  absence  of a quorum at any such
adjourned meeting,  such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the permanent  chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned  meeting  shall be given as provided in Section 8.02,  except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned  meeting shall state expressly the  percentage,  as provided above, of
the outstanding principal amount of the Debt Securities which shall constitute a
quorum.

                  Except as limited by the  proviso  in the first  paragraph  of
Section 9.02,  any resolution  presented to a meeting or adjourned  meeting duly
reconvened  at which a quorum is  present  as  aforesaid  may be  adopted by the
affirmative  vote of the  holders  of not less than a  majority  in  outstanding
principal  amount of the Debt Securities;  PROVIDED,  HOWEVER,  that,  except as
limited by the proviso in the first  paragraph of Section 9.02,  any  resolution
with respect to any consent,  waiver,  request,  demand, notice,  authorization,
direction or other action that this Indenture expressly provides may be given by
the holders of not less than a specified  percentage  in  outstanding  principal
amount  of the Debt  Securities  may be  adopted  at a meeting  or an  adjourned
meeting duly  reconvened  and at which a quorum is present as aforesaid  only by
the affirmative  vote of the holders of not less than such specified  percentage
in outstanding principal amount of the Debt Securities.


                                      -44-


<PAGE>


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

                  SECTION 8.08. WRITTEN CONSENT WITHOUT A MEETING.

                  Whenever under this Indenture, Securityholders are required or
permitted to take any action by vote, such action may be taken without a meeting
on  written  consent,   setting  forth  the  action  so  taken,  signed  by  the
Securityholders of all outstanding Debt Securities  entitled to vote thereon. No
consent shall be effective to take the action referred to therein unless, within
sixty days of the earliest  dated  consent  delivered in the manner  required by
this paragraph to the Trustee, written consents signed by a sufficient number of
Securityholders  to take action are  delivered  to the Trustee at its  Principal
Office.  Delivery made to the Trustee at its Principal Office,  shall be by hand
or by certificated or registered mail, return receipt requested. Written consent
thus  given by the  Securityholders  of such  number  of Debt  Securities  as is
required   hereunder,   shall   have  the  same   effect  as  a  valid  vote  of
Securityholders of such number of Debt Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  SECTION  9.01.  SUPPLEMENTAL  INDENTURES  WITHOUT  CONSENT  OF
SECURITYHOLDERS.


                  The Company,  when authorized by a Board  Resolution,  and the
Trustee  may from  time to time  and at any  time  enter  into an  indenture  or
indentures supplemental hereto, without the consent of the Securityholders,  for
one or more of the following purposes:

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

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

                  (c) to cure any  ambiguity  or to  correct or  supplement  any
provision  contained  herein  or in  any  supplemental  indenture  which  may be
defective or inconsistent  with any other provision  contained  herein or in any
supplemental  indenture,  or to make or amend such other provisions in regard to


                                      -45-


<PAGE>

matters or  questions  arising  under this  Indenture;  PROVIDED,  that any such
action  shall not  adversely  affect the  interests  of the  holders of the Debt
Securities;

                  (d) to add to,  delete  from,  or  revise  the  terms  of Debt
Securities,  including,  without limitation, any terms relating to the issuance,
exchange, registration or transfer of Debt Securities,  including to provide for
transfer procedures and restrictions  substantially  similar to those applicable
to the Capital Securities, as required by Section 2.05 (for purposes of assuring
that no  registration of Debt Securities is required under the Securities Act of
1933, as amended); provided, that any such action shall not adversely affect the
interests  of the  holders of the Debt  Securities  then  outstanding  (it being
understood,  for purposes of this proviso,  that transfer  restrictions  on Debt
Securities substantially similar to those applicable to Capital Securities shall
not be deemed to adversely affect the holders of the Debt Securities);

                  (e) to evidence and provide for the  acceptance of appointment
hereunder by a successor  Trustee with respect to the Debt Securities 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 6.10;

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

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

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

                  Any  supplemental  indenture  authorized by the  provisions of
this  Section  9.01 may be executed  by the Company and the Trustee  without the
consent of the holders of any of the Debt  Securities  at the time  outstanding,
notwithstanding any of the provisions of Section 9.02.

                  SECTION  9.02.   SUPPLEMENTAL   INDENTURES   WITH  CONSENT  OF
SECURITYHOLDERS.

                  With the consent  (evidenced  as provided in Section  7.01) of
the holders of not less than a majority  in  aggregate  principal  amount of the
Debt Securities at the time outstanding affected by such supplemental indenture,
the Company,  when  authorized by a Board  Resolution,  and the Trustee may from
time to time and at any time enter into an indenture or indentures  supplemental
hereto (which shall conform to the  provisions of the Trust  Indenture Act, then
in effect,  applicable to indentures  qualified  thereunder)  for the purpose of
adding any  provisions  to or changing in any manner or  eliminating  any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Debt Securities;  PROVIDED, HOWEVER,
that no such supplemental indenture shall without such consent of the holders of


                                      -46-


<PAGE>

each Debt Security then outstanding and affected thereby (i) change the Maturity
Date of any Debt Security, or reduce the principal amount thereof or any premium
thereon, or reduce the rate (or manner of calculation of the rate) or extend the
time of payment of interest  thereon,  or reduce  (other than as a result of the
maturity or earlier  redemption of any such Debt Security in accordance with the
terms of this  Indenture  and such Debt  Security)  or  increase  the  aggregate
principal  amount of Debt  Securities  then  outstanding,  or change  any of the
redemption provisions,  or make the principal thereof or any interest or premium
thereon  payable in any coin or currency  other than United States  Dollars,  or
impair or affect the right of any  Securityholder  to institute suit for payment
thereof or impair the right of  repayment,  if any, at the option of the holder,
or (ii) reduce the aforesaid  percentage of Debt Securities the holders of which
are  required  to  consent to any such  supplemental  indenture;  and  PROVIDED,
FURTHER,  that if the Debt Securities are held by the Trust or a trustee of such
trust, such supplemental indenture shall not be effective until the holders of a
majority in Liquidation Amount of the outstanding  Capital Securities shall have
consented to such supplemental indenture; PROVIDED, FURTHER, that if the consent
of the  Securityholder  of each  outstanding  Debt  Security is  required,  such
supplemental  indenture  shall  not  be  effective  until  each  holder  of  the
outstanding  Capital  Securities  shall  have  consented  to  such  supplemental
indenture.

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

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

                  It  shall   not  be   necessary   for  the   consent   of  the
Securityholders  under this Section 9.02 to approve the  particular  form of any
proposed  supplemental  indenture,  but it shall be  sufficient  if such consent
shall approve the substance thereof.

                  SECTION 9.03. EFFECT OF SUPPLEMENTAL INDENTURES.

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


                                      -47-


<PAGE>


                  SECTION 9.04. NOTATION ON DEBT SECURITIES.

                  Debt   Securities   authenticated   and  delivered  after  the
execution  of any  supplemental  indenture  pursuant to the  provisions  of this
Article  IX  may  bear  a  notation  as to  any  matter  provided  for  in  such
supplemental  indenture.  If the Company or the Trustee shall so determine,  new
Debt  Securities  so  modified  as to  conform,  in the  opinion of the Board of
Directors of the Company, to any modification of this Indenture contained in any
such  supplemental  indenture  may be  prepared  and  executed  by the  Company,
authenticated  by the  Trustee  or the  Authenticating  Agent and  delivered  in
exchange for the Debt Securities then outstanding.

                  SECTION 9.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE
TO BE FURNISHED TO TRUSTEE.

                  The Trustee,  subject to the  provisions  of Sections 6.01 and
6.02, shall, in addition to the documents required by Section 14.06,  receive an
Officers'  Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental  indenture  executed pursuant hereto complies with the requirements
of this  Article  IX.  The  Trustee  shall  receive  an  Opinion  of  Counsel as
conclusive  evidence that any supplemental  indenture  executed pursuant to this
Article IX is  authorized  or  permitted  by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee  under the  provisions  of this
Article IX to join in the execution thereof.

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

                  SECTION 10.01. OPTIONAL REDEMPTION.

                  At any time the Company  shall have the right,  subject to the
receipt by the Company of prior  approval  from any  regulatory  authority  with
jurisdiction over the Company if such approval is then required under applicable
capital guidelines or policies of such regulatory authority,  to redeem the Debt
Securities,  in whole or (provided that all accrued and unpaid interest has been
paid on all Debt Securities for all Interest Periods  terminating on or prior to
such date) from time to time in part, on any March 15, June 15,  September 15 or
December  15 on or  after  March  15,  2010  (the  "Redemption  Date"),  at  the
Redemption Price.

                  SECTION 10.02. SPECIAL EVENT REDEMPTION.

                  If a Special Event shall occur and be continuing,  the Company
shall have the right,  subject to the receipt by the  Company of prior  approval
from  any  regulatory  authority  with  jurisdiction  over the  Company  if such
approval is then required  under  applicable  capital  guidelines or policies of
such regulatory authority,  to redeem the Debt Securities,  in whole or in part,
at any time within 90 days  following the  occurrence of such Special Event (the
"Special Redemption Date"), at the Special Redemption Price.


                                      -48-


<PAGE>


                  SECTION  10.03.  NOTICE  OF  REDEMPTION;   SELECTION  OF  DEBT
SECURITIES.

                  In case the  Company  shall  desire to  exercise  the right to
redeem all,  or, as the case may be, any part of the Debt  Securities,  it shall
fix a date for  redemption  and shall mail, or cause the Trustee to mail (at the
expense  of the  Company) a notice of such  redemption  at least 30 and not more
than 60 days  prior to the date  fixed for  redemption  to the  holders  of Debt
Securities  so to be redeemed as a whole or in part at their last  addresses  as
the same appear on the Debt  Security  Register.  Such mailing shall be by first
class  mail.  The  notice if  mailed  in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives  such notice.  In any case,  failure to give such notice by mail or any
defect  in the  notice  to  the  holder  of any  Debt  Security  designated  for
redemption  as a  whole  or in  part  shall  not  affect  the  validity  of  the
proceedings for the redemption of any other Debt Security.

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

                  Prior to 10:00 a.m. New York City time on the Redemption  Date
or the Special  Redemption  Date specified in the notice of redemption  given as
provided in this Section,  the Company will deposit with the Trustee or with one
or more Paying Agents an amount of money  sufficient to redeem on the redemption
date all the  Debt  Securities  so  called  for  redemption  at the  appropriate
redemption price, together with unpaid interest accrued to such date.

                  The Company will give the Trustee  notice not less than 45 nor
more than 60 days prior to the  Redemption  Date as to the  Redemption  Price at
which the Debt Securities are to be redeemed and the aggregate  principal amount
of Debt  Securities to be redeemed and the Trustee shall select,  in such manner
as in its  sole  discretion  it  shall  deem  appropriate  and  fair,  the  Debt
Securities or portions thereof (in integral multiples of $1,000) to be redeemed.

                  SECTION  10.04.   PAYMENT  OF  DEBT   SECURITIES   CALLED  FOR
REDEMPTION.

                  If notice of redemption  has been given as provided in Section
10.03,  the Debt Securities or portions of Debt Securities with respect to which
such notice has been given shall become due and payable on the  Redemption  Date
or the Special  Redemption  Date (as the case may be) and at the place or places
stated in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption,  and on and after said Redemption Date
or the Special  Redemption Date (unless the Company shall default in the payment
of such Debt Securities at the redemption  price,  together with unpaid interest
accrued  thereon to said date)  interest on the Debt  Securities  or portions of


                                      -49-


<PAGE>

Debt Securities so called for redemption shall cease to accrue.  On presentation
and surrender of such Debt  Securities  at a place of payment  specified in said
notice, such Debt Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with unpaid
interest  accrued thereon to the Redemption Date or the Special  Redemption Date
(as the case may be).

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

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                  SECTION  11.01.  COMPANY  MAY  CONSOLIDATE,  ETC.,  ON CERTAIN
TERMS.

                  Nothing  contained in this Indenture or in the Debt Securities
shall prevent any  consolidation or merger of the Company with or into any other
corporation  or  corporations  (whether or not  affiliated  with the Company) or
successive  consolidations  or mergers in which the Company or its  successor or
successors shall be a party or parties,  or shall prevent any sale,  conveyance,
transfer or other  disposition  of all or  substantially  all of the property or
capital  stock of the  Company  or its  successor  or  successors  to any  other
corporation  (whether or not  affiliated  with the Company,  or its successor or
successors) authorized to acquire and operate the same; PROVIDED,  HOWEVER, that
the Company hereby  covenants and agrees that, (i) upon any such  consolidation,
merger (where the Company is not the surviving  corporation),  sale, conveyance,
transfer or other  disposition,  the  successor  entity  shall be a  corporation
organized and existing  under the laws of the United States or any state thereof
or the District of Columbia  (unless such corporation has (1) agreed to make all
payments due in respect of the Debt Securities or, if  outstanding,  the Capital
Securities and Capital  Securities  Guarantee  without  withholding or deduction
for,  or on account of, any taxes,  duties,  assessments  or other  governmental
charges under the laws or regulations of the  jurisdiction  of  organization  or
residence (for tax purposes) of such corporation or any political subdivision or
taxing authority  thereof or therein unless required by applicable law, in which
case such corporation shall have agreed to pay such additional  amounts as shall
be required so that the net amounts received and retained by the holders of such
Debt Securities or Capital Securities,  as the case may be, after payment of all
taxes (including withholding taxes),  duties,  assessments or other governmental
charges,  will be equal to the amounts that such holders would have received and
retained had no such taxes (including withholding taxes), duties, assessments or
other  governmental  charges been imposed,  (2) irrevocably and  unconditionally
consented and submitted to the  jurisdiction  of any United States federal court
or New York state court,  in each case located in The City of New York,  Borough
of Manhattan,  in respect of any action,  suit or proceeding  against it arising
out of or in connection with this Indenture,  the Debt  Securities,  the Capital
Securities  Guarantee or the Declaration  and  irrevocably  and  unconditionally
waived,  to the fullest extent  permitted by law, any objection to the laying of
venue in any such court or that any such  action,  suit or  proceeding  has been
brought in an inconvenient  forum and (3) irrevocably  appointed an agent in The


                                      -50-


<PAGE>

City of New York for  service  of  process  in any  action,  suit or  proceeding
referred to in clause (2) above) and such corporation  expressly  assumes all of
the obligations of the Company under the Debt  Securities,  this Indenture,  the
Capital Securities Guarantee and the Declaration and (ii) after giving effect to
any such consolidation, merger, sale, conveyance, transfer or other disposition,
no Default or Event of Default shall have occurred and be continuing.

                  SECTION 11.02. SUCCESSOR ENTITY TO BE SUBSTITUTED.

                  In case of any such consolidation,  merger, sale,  conveyance,
transfer  or  other  disposition  contemplated  in  Section  11.01  and upon the
assumption by the successor  entity,  by  supplemental  indenture,  executed and
delivered to the Trustee and reasonably  satisfactory in form to the Trustee, of
the due and  punctual  payment of the  principal  of and  premium,  if any,  and
interest on all of the Debt Securities and the due and punctual  performance and
observance  of all of the  covenants  and  conditions  of this  Indenture  to be
performed or observed by the Company, such successor entity shall succeed to and
be  substituted  for the  Company,  with the same effect as if it had been named
herein as the Company, and thereupon the predecessor entity shall be relieved of
any further liability or obligation hereunder or upon the Debt Securities.  Such
successor entity  thereupon may cause to be signed,  and may issue either in its
own  name  or in the  name of the  Company,  any or all of the  Debt  Securities
issuable  hereunder which  theretofore shall not have been signed by the Company
and delivered to the Trustee or the Authenticating Agent; and, upon the order of
such  successor  entity  instead of the  Company  and  subject to all the terms,
conditions  and  limitations in this  Indenture  prescribed,  the Trustee or the
Authenticating  Agent shall  authenticate  and deliver any Debt Securities which
previously  shall have been signed and delivered by the officers of the Company,
to the  Trustee or the  Authenticating  Agent for  authentication,  and any Debt
Securities which such successor  entity  thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating  Agent for that purpose.  All the
Debt  Securities  so issued shall in all  respects  have the same legal rank and
benefit under this  Indenture as the Debt  Securities  theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such Debt
Securities had been issued at the date of the execution hereof.

                  SECTION 11.03. OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE.

                  The Trustee,  subject to the  provisions  of Sections 6.01 and
6.02,  shall receive,  in addition to the Opinion of Counsel required by Section
9.05,  an  Opinion of Counsel as  conclusive  evidence  that any  consolidation,
merger,  sale,  conveyance,  transfer or other disposition,  and any assumption,
permitted  or  required  by the  terms  of this  Article  XI  complies  with the
provisions of this Article XI.

                                  ARTICLE XII

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  SECTION 12.01. DISCHARGE OF INDENTURE.

                  When  (a)  the  Company  shall  deliver  to  the  Trustee  for
cancellation all Debt Securities theretofore  authenticated (other than any Debt
Securities which shall have been destroyed,  lost or stolen and which shall have


                                      -51-


<PAGE>

been replaced or paid as provided in Section 2.06) and not theretofore canceled,
or (b) all the Debt  Securities  not  theretofore  canceled or  delivered to the
Trustee  for  cancellation  shall have become due and  payable,  or are by their
terms  to  become  due and  payable  within  one  year or are to be  called  for
redemption  within one year under  arrangements  satisfactory to the Trustee for
the giving of notice of  redemption,  and the  Company  shall  deposit  with the
Trustee, in trust, funds, which shall be immediately due and payable, sufficient
to pay at maturity or upon redemption all of the Debt Securities (other than any
Debt Securities which shall have been destroyed,  lost or stolen and which shall
have been replaced or paid as provided in Section 2.06) not theretofore canceled
or delivered to the Trustee for cancellation,  including  principal and premium,
if any, and interest due or to become due to such date of maturity or redemption
date, as the case may be, but excluding,  however,  the amount of any moneys for
the  payment of  principal  of, and  premium,  if any,  or  interest on the Debt
Securities  (1)  theretofore  repaid  to the  Company  in  accordance  with  the
provisions  of Section  12.04,  or (2) paid to any state or to the  District  of
Columbia pursuant to its unclaimed  property or similar laws, and if in the case
of either  clause  (a) or clause (b) the  Company  shall also pay or cause to be
paid all other sums payable hereunder by the Company,  then this Indenture shall
cease to be of further effect except for the provisions of Sections 2.05,  2.06,
3.01, 3.02,  3.04,  6.06, 6.09 and 12.04 hereof,  which shall survive until such
Debt Securities  shall mature or are redeemed,  as the case may be, and are paid
in full.  Thereafter,  Sections  6.06,  6.09 and 12.04  shall  survive,  and the
Trustee, on demand of the Company accompanied by an Officers' Certificate and an
Opinion of Counsel,  each stating that all conditions  precedent herein provided
for  relating to the  satisfaction  and  discharge of this  Indenture  have been
complied with, and at the cost and expense of the Company,  shall execute proper
instruments  acknowledging  satisfaction of and discharging this Indenture,  the
Company,  however,  hereby  agreeing to  reimburse  the Trustee for any costs or
expenses  thereafter   reasonably  and  properly  incurred  by  the  Trustee  in
connection with this Indenture or the Debt Securities.

                  SECTION  12.02.  DEPOSITED  MONEYS  TO BE  HELD  IN  TRUST  BY
TRUSTEE.

                  Subject  to  the  provisions  of  Section  12.04,  all  moneys
deposited with the Trustee  pursuant to Section 12.01 shall be held in trust and
applied  by it to the  payment,  either  directly  or through  any Paying  Agent
(including the Company if acting as its own Paying Agent), to the holders of the
particular  Debt  Securities  for the  payment  of which such  moneys  have been
deposited  with the  Trustee,  of all sums due and to  become  due  thereon  for
principal, and premium, if any, and interest.

                  SECTION 12.03. PAYING AGENT TO REPAY MONEYS HELD.

                  Upon the  satisfaction  and discharge of this  Indenture,  all
moneys  then held by any Paying  Agent of the Debt  Securities  (other  than the
Trustee) shall, upon demand of the Company,  be repaid to the Company or paid to
the Trustee,  and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

                  SECTION 12.04. RETURN OF UNCLAIMED MONEYS.

                  Any moneys deposited with or paid to the Trustee or any Paying
Agent for payment of the principal of, and premium,  if any, or interest on Debt
Securities  and not  applied  but  remaining  unclaimed  by the  holders of Debt


                                      -52-


<PAGE>

Securities  for two years  after  the date upon  which  the  principal  of,  and
premium, if any, or interest on such Debt Securities,  as the case may be, shall
have  become due and  payable,  shall be repaid to the Company by the Trustee or
such  Paying  Agent  on  written  demand;  and  the  holder  of any of the  Debt
Securities  shall thereafter look only to the Company for any payment which such
holder may be  entitled  to collect  and all  liability  of the  Trustee or such
Paying Agent with respect to such moneys shall thereupon cease.

                                  ARTICLE XIII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

                  SECTION 13.01.  INDENTURE AND DEBT SECURITIES SOLELY CORPORATE
OBLIGATIONS.

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

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

                  SECTION 14.01. SUCCESSORS.

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

                  SECTION 14.02. OFFICIAL ACTS BY SUCCESSOR ENTITY.

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

                  SECTION 14.03. SURRENDER OF COMPANY POWERS.

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


                                      -53-


<PAGE>


                  SECTION 14.04. ADDRESSES FOR NOTICES, ETC.

                  Any notice or demand which by any provision of this  Indenture
is  required  or  permitted  to be  given or  served  by the  Trustee  or by the
Securityholders on the Company may be given or served in writing, duly signed by
the party giving such notice, and shall be delivered, telecopied (which telecopy
shall be followed by notice  delivered  or mailed by first class mail) or mailed
by first class mail to the Company at:

                             Bridge Capital Holdings
                           55 Almaden Blvd., Suite 200
                           San Jose, California 95113
                             Attention: Thomas A. Sa

                  Any notice, direction, request or demand by any Securityholder
or the Company to or upon the Trustee shall be deemed to have been  sufficiently
given or made,  for all  purposes,  if given or made in writing at the office of
JPMorgan Chase Bank, National Association at:

                          600 Travis Street, 50th Floor
                              Houston, Texas 77002
      Attn: Institutional Trust Services - Bridge Capital Holdings Trust I

                  SECTION 14.05. GOVERNING LAW.

                  This Indenture and the Debt Securities  shall each be governed
by, and construed in accordance with, the laws of the State of New York, without
regard to conflict of laws principles of said State other than Section 5-1401 of
the New York General Obligations Law.

                  SECTION  14.06.   EVIDENCE  OF  COMPLIANCE   WITH   CONDITIONS
PRECEDENT.

                  Upon any  application  or demand by the Company to the Trustee
to take any action under any of the  provisions of this  Indenture,  the Company
shall  furnish  to the  Trustee an  Officers'  Certificate  stating  that in the
opinion of the signers all conditions  precedent,  if any,  provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel  stating that, in the opinion of such  counsel,  all such  conditions
precedent  have been  complied  with  (except that no such Opinion of Counsel is
required to be furnished to the Trustee in  connection  with the  authentication
and issuance of Debt Securities issued on the date of this Indenture).

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided  for in this  Indenture  (except  certificates  delivered  pursuant  to
Section  3.05)  shall  include  (a) a  statement  that the  person  making  such
certificate  or opinion has read such covenant or condition and the  definitions
relating  thereto;  (b) a brief  statement  as to the  nature  and  scope of the
examination or investigation  upon which the statements or opinions contained in
such  certificate or opinion are based;  (c) a statement that, in the opinion of
such  person,  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 (d) a statement as to
whether or not, in the opinion of such  person,  such  condition or covenant has
been complied with.


                                      -54-


<PAGE>


                  SECTION 14.07. NON-BUSINESS DAYS.

                  Notwithstanding  anything to the contrary contained herein, if
any Interest  Payment Date, other than on the Maturity Date, any Redemption Date
or the Special  Redemption Date, falls on a day that is not a Business Day, then
any  interest  payable will be paid on, and such  Interest  Payment Date will be
moved to, the next succeeding  Business Day, and additional interest will accrue
for each day that such payment is delayed as a result  thereof.  If the Maturity
Date, any Redemption Date or the Special  Redemption Date falls on a day that is
not a Business Day, then the principal, premium, if any, and/or interest payable
on such date will be paid on the next succeeding Business Day, and no additional
interest  will accrue in respect of such  payment  made on such next  succeeding
Business Day.

                  SECTION 14.08. TABLE OF CONTENTS, HEADINGS, ETC.

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

                  SECTION 14.09. EXECUTION IN COUNTERPARTS.

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

                  SECTION 14.10. SEVERABILITY.

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

                  SECTION 14.11. ASSIGNMENT.

                  Subject to Article XI, the Company  will have the right at all
times to assign any of its rights or  obligations  under this  Indenture and the
Debt Securities to a direct or indirect wholly owned  Subsidiary of the Company;
PROVIDED,  HOWEVER, that, in the event of any such assignment,  the Company will
remain liable for all such obligations. Subject to the foregoing, this Indenture
is  binding  upon and  inures to the  benefit  of the  parties  hereto and their
respective  successors and assigns. This Indenture may not otherwise be assigned
by the parties thereto.

                  SECTION 14.12. ACKNOWLEDGMENT OF RIGHTS.

                  The  Company  acknowledges  that,  with  respect  to any  Debt
Securities held by the Trust or the  Institutional  Trustee of the Trust, if the
Institutional  Trustee  of the Trust  fails to  enforce  its  rights  under this
Indenture as the holder of Debt Securities held as the assets of the Trust after
the holders of a majority in Liquidation Amount of the Capital Securities of the


                                      -55-


<PAGE>

Trust have so directed in writing such Institutional Trustee, a holder of record
of such Capital  Securities may to the fullest extent permitted by law institute
legal  proceedings  directly  against the Company to enforce such  Institutional
Trustee's  rights  under this  Indenture  without  first  instituting  any legal
proceedings   against   such   Institutional   Trustee  or  any  other   Person.
Notwithstanding  the  foregoing,  if an Event of  Default  has  occurred  and is
continuing and such event is  attributable  to the failure of the Company to pay
interest (or premium,  if any) or principal on the Debt  Securities  on the date
such interest (or premium, if any) or principal is otherwise due and payable (or
in the case of redemption,  on the redemption  date),  the Company  acknowledges
that a holder  of  record  of  Capital  Securities  of the  Trust  may  directly
institute a proceeding  against the Company for  enforcement  of payment to such
holder directly of the principal of (or premium, if any) or interest on the Debt
Securities  having  an  aggregate   principal  amount  equal  to  the  aggregate
Liquidation  Amount of the  Capital  Securities  of such  holder on or after the
respective due date specified in the Debt Securities.

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

                  SECTION 15.01. AGREEMENT TO SUBORDINATE.

                  The  Company  covenants  and  agrees,  and each holder of Debt
Securities   issued  hereunder  and  under  any   supplemental   indenture  (the
"Additional  Provisions") by such  Securityholder's  acceptance thereof likewise
covenants and agrees,  that all Debt  Securities  shall be issued subject to the
provisions of this Article XV; and each holder of a Debt Security,  whether upon
original issue or upon transfer or assignment thereof,  accepts and agrees to be
bound by such provisions.

                  The  payment by the  Company of the  payments  due on all Debt
Securities  issued hereunder and under any Additional  Provisions  shall, to the
extent and in the manner  hereinafter set forth,  be subordinated  and junior in
right of payment to the prior payment in full of all Senior  Indebtedness of the
Company,  whether  outstanding  at the  date of  this  Indenture  or  thereafter
incurred.

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

                  SECTION 15.02. DEFAULT ON SENIOR INDEBTEDNESS.

                  In the event and during the continuation of any default by the
Company in the payment of principal,  premium, interest or any other payment due
on any Senior Indebtedness of the Company following any applicable grace period,
or in the event that the maturity of any Senior  Indebtedness of the Company has
been  accelerated  because  of a  default,  and such  acceleration  has not been
rescinded  or canceled and such Senior  Indebtedness  has not been paid in full,
then,  in either case,  no payment  shall be made by the Company with respect to
the payments due on the Debt Securities.

                  In the event that,  notwithstanding the foregoing, any payment
shall be  received  by the  Trustee  when  such  payment  is  prohibited  by the
preceding  paragraph  of this Section  15.02,  such  payment  shall,  subject to


                                      -56-


<PAGE>

Section  15.06,  be held in trust for the  benefit of, and shall be paid over or
delivered  to,  the  holders  of  Senior   Indebtedness   or  their   respective
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any of such Senior  Indebtedness may have been issued, as their respective
interests  may  appear,  but only to the extent  that the  holders of the Senior
Indebtedness (or their  representative or  representatives  or a trustee) notify
the Trustee in writing  within 90 days of such  payment of the amounts  then due
and owing on the Senior  Indebtedness  and only the  amounts  specified  in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.

                  SECTION 15.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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

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

                  For purposes of this Article XV, the words "cash,  property or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation


                                      -57-


<PAGE>

provided for by a plan of reorganization  or readjustment,  the payment of which
is  subordinated at least to the extent provided in this Article XV with respect
to the Debt Securities to the payment of all Senior Indebtedness of the Company,
that may at the time be outstanding, PROVIDED, that (a) such Senior Indebtedness
is  assumed  by  the  new   corporation,   if  any,   resulting  from  any  such
reorganization or readjustment, and (b) the rights of the holders of such Senior
Indebtedness  are not,  without  the  consent of such  holders,  altered by such
reorganization  or readjustment.  The  consolidation of the Company with, or the
merger  of  the  Company  into,  another   corporation  or  the  liquidation  or
dissolution  of  the  Company  following  the  conveyance,   transfer  or  other
disposition of its property as an entirety,  or substantially as an entirety, to
another  corporation upon the terms and conditions provided for in Article XI of
this  Indenture  shall not be deemed a dissolution,  winding-up,  liquidation or
reorganization  for the purposes of this Section 15.03 if such other corporation
shall, as a part of such consolidation,  merger,  conveyance or transfer, comply
with the conditions  stated in Article XI of this Indenture.  Nothing in Section
15.02 or in this  Section  15.03 shall  apply to claims of, or payments  to, the
Trustee under or pursuant to Section 6.06 of this Indenture.

                  SECTION 15.04. SUBROGATION.

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

                  Nothing  contained  in this  Article XV or  elsewhere  in this
Indenture, any Additional Provisions or in the Debt Securities is intended to or
shall impair,  as between the Company,  its creditors  other than the holders of
Senior Indebtedness of the Company, and the holders of the Debt Securities,  the
obligation of the Company,  which is absolute and  unconditional,  to pay to the
holders of the Debt  Securities all payments on the Debt  Securities as and when
the same shall  become due and payable in  accordance  with their  terms,  or is
intended  to or shall  affect  the  relative  rights of the  holders of the Debt
Securities  and  creditors  of the  Company,  other  than the  holders of Senior
Indebtedness  of the Company,  nor shall anything  herein or therein prevent the
Trustee  or the  holder  of any  Debt  Security  from  exercising  all  remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the  rights,  if any,  under this  Article XV of the  holders of such  Senior
Indebtedness in respect of cash,  property or securities of the Company received
upon the exercise of any such remedy.


                                      -58-


<PAGE>


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

                  SECTION 15.05. TRUSTEE TO EFFECTUATE SUBORDINATION.

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

                  SECTION 15.06. NOTICE BY THE COMPANY.

                  The Company shall give prompt  written notice to a Responsible
Officer of the Trustee at the Principal  Office of the Trustee of any fact known
to the Company that would  prohibit the making of any payment of moneys to or by
the Trustee in respect of the Debt Securities pursuant to the provisions of this
Article  XV.  Notwithstanding  the  provisions  of this  Article XV or any other
provision of this Indenture or any Additional Provisions,  the Trustee shall not
be charged with  knowledge of the existence of any facts that would prohibit the
making of any  payment  of moneys to or by the  Trustee  in  respect of the Debt
Securities  pursuant to the  provisions  of this Article XV,  unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have received  written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor;  and before the receipt of any
such written  notice,  the Trustee,  subject to the  provisions of Article VI of
this  Indenture,  shall be entitled in all respects to assume that no such facts
exist; PROVIDED, HOWEVER, that if the Trustee shall not have received the notice
provided for in this Section  15.06 at least two Business Days prior to the date
upon  which by the terms  hereof any money may become  payable  for any  purpose
(including,  without limitation, the payment of the principal of (or premium, if
any) or interest on any Debt Security),  then,  anything herein contained to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive  such  money and to apply the same to the  purposes  for which they were
received,  and shall not be affected by any notice to the  contrary  that may be
received by it within two Business Days prior to such date.

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


                                      -59-


<PAGE>

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

                  SECTION  15.07.  RIGHTS  OF THE  TRUSTEE,  HOLDERS  OF  SENIOR
INDEBTEDNESS.

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

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

                  Nothing  in this  Article  XV shall  apply to  claims  of,  or
payments to, the Trustee under or pursuant to Section 6.06.

                  SECTION 15.08. SUBORDINATION MAY NOT BE IMPAIRED.

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

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


                                      -60-


<PAGE>

collection  of such  Senior  Indebtedness;  and (d)  exercise  or  refrain  from
exercising any rights against the Company, and any other Person.

                  JPMorgan Chase Bank, National Association,  in its capacity as
Trustee, hereby accepts the trusts in this Indenture declared and provided, upon
the terms and conditions herein above set forth.



















                                      -61-


<PAGE>


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

                           BRIDGE CAPITAL HOLDINGS


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

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



                           JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, AS TRUSTEE


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

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









                                      -62-


<PAGE>


                                    EXHIBIT A

                    FORM OF JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2035

                           [FORM OF FACE OF SECURITY]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED  IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C) TO A "NON U.S.  PERSON" IN
AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)
PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES
ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
(3) OR (7) OF RULE 501 UNDER THE  SECURITIES  ACT THAT IS ACQUIRING THE SECURITY
FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF SUCH AN  "ACCREDITED  INVESTOR," FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN  CONNECTION
WITH, ANY  DISTRIBUTION  IN VIOLATION OF THE SECURITIES  ACT, OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT,  SUBJECT TO THE COMPANY'S  RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE
INDENTURE,  A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS
AND  WARRANTS  THAT IT WILL NOT ENGAGE IN HEDGING  TRANSACTIONS  INVOLVING  THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

         THE HOLDER OF THIS  SECURITY  BY ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL


                                      A-1


<PAGE>

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

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

         THIS  SECURITY  WILL BE ISSUED  AND MAY BE  TRANSFERRED  ONLY IN BLOCKS
HAVING A PRINCIPAL  AMOUNT OF NOT LESS THAN  $100,000 AND MULTIPLES OF $1,000 IN
EXCESS  THEREOF.  ANY  ATTEMPTED  TRANSFER OF THIS  SECURITY IN A BLOCK HAVING A
PRINCIPAL  AMOUNT  OF LESS  THAN  $100,000  SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE
THE HOLDER OF THIS SECURITY FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS SECURITY,  AND SUCH PURPORTED  TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

         THIS  OBLIGATION  IS NOT A DEPOSIT  AND IS NOT  INSURED  BY THE  UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE  CORPORATION.  THIS  OBLIGATION  IS  SUBORDINATED  TO  THE  CLAIMS  OF
DEPOSITORS  AND THE CLAIMS OF GENERAL AND SECURED  CREDITORS OF THE COMPANY,  IS
INELIGIBLE  AS COLLATERAL  FOR A LOAN BY THE COMPANY OR ANY OF ITS  SUBSIDIARIES
AND IS NOT SECURED.


                                      A-2


<PAGE>


               Form of Junior Subordinated Debt Security due 2035

                                       of

                             Bridge Capital Holdings

         Bridge  Capital  Holdings,  a  bank  holding  company  incorporated  in
California (the "Company"), for value received promises to pay to JPMorgan Chase
Bank,  National  Association,  not in its  individual  capacity  but  solely  as
Institutional  Trustee for Bridge Capital Holdings Trust I, a Delaware statutory
trust (the "Holder"), or registered assigns, the principal sum of Twelve Million
Three Hundred Seventy Two Thousand Dollars on March 15, 2035 and to pay interest
on said  principal sum from December 21, 2004, or from the most recent  interest
payment date (each such date, an "Interest  Payment Date") to which interest has
been paid or duly  provided  for,  quarterly  (subject  to deferral as set forth
herein) in arrears on March 15, June 15,  September  15 and  December 15 of each
year  commencing  March 15,  2005,  at the rate of 5.90% (the "Fixed  Rate") per
annum  until  March 15,  2010 (the "Fixed  Rate  Period")  and  thereafter  at a
variable per annum rate equal to LIBOR (as defined in the Indenture)  plus 1.98%
(the "Variable  Rate" and together with the Fixed Rate the the "Interest  Rate")
(provided,  however,  that the Interest Rate for any Interest Payment Period may
not  exceed  the  highest  rate  permitted  by New York law,  as the same may be
modified  by United  States law of general  applicability)  until the  principal
hereof  shall have  become due and  payable,  and on any overdue  principal  and
(without  duplication  and to the  extent  that  payment  of  such  interest  is
enforceable  under applicable law) on any overdue  installment of interest at an
annual rate equal to the Interest Rate in effect for each such Extension  Period
compounded  quarterly.  The amount of interest  payable on any Interest  Payment
Date shall be  computed  during the Fixed Rate  Period on the basis of a 360-day
year of twelve 30-day months,  and thereafter on the basis of a 360-day year and
the  actual   number  of  days   elapsed  in  the  relevant   interest   period.
Notwithstanding  anything to the  contrary  contained  herein,  if any  Interest
Payment  Date,  other than on the  Maturity  Date,  any  Redemption  Date or the
Special  Redemption  Date,  falls on a day that is not a Business  Day, then any
interest  payable will be paid on, and such Interest  Payment Date will be moved
to, the next  succeeding  Business Day, and additional  interest will accrue for
each day that such payment is delayed as a result thereof. If the Maturity Date,
any Redemption Date or the Special  Redemption Date falls on a day that is not a
Business Day, then the principal,  premium,  if any, and/or interest  payable on
such date will be paid on the next  succeeding  Business  Day, and no additional
interest  will accrue in respect of such  payment  made on such next  succeeding
Business Day. The interest  installment so payable,  and punctually paid or duly
provided for, on any Interest  Payment Date will, as provided in the  Indenture,
be  paid  to the  Person  in  whose  name  this  Debt  Security  (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the close
of business on the regular  record date for such  interest  installment,  except
that  interest and any Deferred  Interest  payable on the Maturity Date shall be
paid to the Person to whom principal is paid. Any such interest  installment not
punctually  paid or duly provided for shall forthwith cease to be payable to the
registered  holders on such regular record date and may be paid to the Person in
whose name this Debt Security (or one or more  Predecessor  Debt  Securities) is
registered at the close of business on a special  record date to be fixed by the
Trustee for the payment of such  defaulted  interest,  notice  whereof  shall be
given to the  registered  holders of the Debt  Securities  not less than 10 days
prior to such special  record date, all as more fully provided in the Indenture.
The  principal  of and  interest on this Debt  Security  shall be payable at the


                                      A-3


<PAGE>

office or agency of the Trustee (or other Paying Agent appointed by the Company)
maintained  for that  purpose in any coin or  currency  of the United  States of
America  that at the time of payment is legal  tender for  payment of public and
private debts;  PROVIDED,  HOWEVER,  that payment of interest may be made at the
option of the Company by check mailed to the  registered  holder at such address
as shall appear in the Debt Security Register or by wire transfer or immediately
available  funds to an account  appropriately  designated by the holder  hereof.
Notwithstanding  the  foregoing,  so long as the holder of this Debt Security is
the Institutional Trustee,  payment of the principal of and premium, if any, and
interest on this Debt Security shall be made in immediately available funds when
due at such place and to such account as may be designated by the  Institutional
Trustee.  All payments in respect of this Debt Security  shall be payable in any
coin or currency of the United  States of America that at the time of payment is
legal tender for payment of public and private debts.

         Upon  submission of Notice (as defined in the  Indenture)  the Company,
acting in good  faith,  shall  have the  right,  from  time to time and  without
causing  an  Event  of  Default,  to  defer  payments  of  interest  on the Debt
Securities by extending the interest  distribution period on the Debt Securities
at any time and from time to time during the term of the Debt Securities, for up
to 20 consecutive  quarterly periods (each such extended  interest  distribution
period, an "Extension Period"),  during which Extension Period no interest shall
be due and payable (except any Additional Interest that may be due and payable).
During  any  Extension  Period,  interest  will  continue  to accrue on the Debt
Securities,  and interest on such accrued  interest  (such accrued  interest and
interest  thereon  referred to herein as "Deferred  Interest") will accrue at an
annual rate equal to the Interest Rate applicable  during such Extension Period,
compounded  quarterly  from the date  such  Deferred  Interest  would  have been
payable were it not for the Extension Period, to the extent permitted by law. No
Extension  Period may end on a date other than an Interest  Payment Date. At the
end of any such  Extension  Period the Company  shall pay all Deferred  Interest
then  accrued  and unpaid on the Debt  Securities;  PROVIDED,  HOWEVER,  that no
Extension  Period may extend beyond the Maturity  Date;  and PROVIDED,  FURTHER,
however,  during any such Extension  Period,  the Company may 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  of or premium,  if any, or interest 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 Debt Securities or (iii) make any
payment under any guarantees of the Company that rank in all respects PARI PASSU
with or junior in respect to the Capital  Securities  Guarantee  (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company (A) in connection  with any employment  contract,  benefit plan or other
similar arrangement with or for the benefit of one or more employees,  officers,
directors or  consultants,  (B) in connection  with a dividend  reinvestment  or
stockholder  stock  purchase  plan or (C) in  connection  with the  issuance  of
capital stock of the Company (or securities  convertible into or exercisable for
such capital stock), as consideration in an acquisition transaction entered into
prior to the  applicable  Extension  Period,  (b) as a result  of any  exchange,
reclassification,  combination  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


                                      A-4


<PAGE>

dividend in connection  with any  stockholder's  rights plan, or the issuance of
rights,  stock or other  property  under any  stockholder's  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).  Prior to the termination of any Extension Period, the
Company may further extend such Extension  Period;  PROVIDED,  that no Extension
Period (including all previous and further consecutive  extensions that are part
of such Extension  Period) shall exceed 20  consecutive  quarterly  periods,  or
extend beyond the Maturity Date.  Upon the  termination of any Extension  Period
and upon the payment of all  Deferred  Interest,  the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest or Deferred
Interest shall be due and payable during an Extension Period,  except at the end
thereof,  but Deferred  Interest shall accrue upon each  installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
until such  installment is paid. The Company must give the Trustee notice of its
election to begin or extend an Extension  Period at least one Business Day prior
to the regular record date  applicable to the next succeeding  Interest  Payment
Date on which interest on the Debt Securities would have been payable except for
the election to begin such Extension Period.

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

         The Company waives diligence,  presentment,  demand for payment, notice
of nonpayment, notice of protest, and all other demands and notices.

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

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


                                      A-5


<PAGE>


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

                                         BRIDGE CAPITAL HOLDINGS


                                           By:
                                              __________________________________

                                          Name:
                                               _________________________________

                                         Title:
                                               _________________________________

         Dated:__________________, 2004

                          CERTIFICATE OF AUTHENTICATION

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

                                         JPMorgan Chase Bank, National
                                         Association, not in its individual
                                         capacity but solely as Trustee


                                         By:
                                            ____________________________________
                                                Authorized Signatory

         Dated:__________________, 2004


                                      A-6


<PAGE>


                          [FORM OF REVERSE OF SECURITY]

         This  Debt  Security  is  one  of a  duly  authorized  series  of  Debt
Securities of the Company,  all issued or to be issued  pursuant to an Indenture
(the  "Indenture"),  dated as of December 21, 2004,  duly executed and delivered
between the Company and JPMorgan Chase Bank,  National  Association,  as Trustee
(the  "Trustee"),  to which  Indenture and all indentures  supplemental  thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the holders of the Debt Securities (referred to herein as the "Debt Securities")
of which this Debt  Security  is a part.  The  summary of the terms of this Debt
Security  contained  herein does not purport to be complete  and is qualified by
reference to the Indenture.

         Upon the  occurrence  and  continuation  of a Tax Event,  an Investment
Company Event or a Capital Treatment Event (each a "Special  Event"),  this Debt
Security may become due and payable, in whole or in part, at any time, within 90
days  following the  occurrence of such Tax Event,  Investment  Company Event or
Capital Treatment Event (the "Special  Redemption Date"), as the case may be, at
the Special Redemption Price.

         The Company  shall also have the right to redeem this Debt  Security at
the  option of the  Company,  in whole or in part,  on any  March  15,  June 15,
September 15 or December 15 on or after March 15, 2010 (a "Redemption Date"), at
the Redemption Price.

         Any  redemption  pursuant  to the  preceding  paragraph  will be  made,
subject to the  receipt by the  Company of prior  approval  from any  regulatory
authority with  jurisdiction  over the Company if such approval is then required
under applicable  capital  guidelines or policies of such regulatory  authority,
upon  not  less  than 30  days'  nor  more  than 60  days'  notice.  If the Debt
Securities are only partially redeemed by the Company,  the Debt Securities will
be redeemed PRO RATA or by lot or by any other method utilized by the Trustee.

         "Redemption  Price"  means  100% of the  principal  amount  of the Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities to the Redemption Date.

         "Special Redemption Price" means, with respect to the redemption of any
Debt Security  following a Special Event, an amount in cash equal to 103.525% of
the principal  amount of Debt  Securities to be redeemed prior to March 15, 2006
and  thereafter  equal to the  percentage  of the  principal  amount of the Debt
Securities that is specified below for the Special Redemption Date plus, in each
case, unpaid interest accrued thereon to the Special Redemption Date:

            SPECIAL REDEMPTION DURING THE
          12-MONTH PERIOD BEGINNING MARCH 15      PERCENTAGE OF PRINCIPAL AMOUNT
          ----------------------------------      ------------------------------

                         2006                                103.140%
                         2007                                102.355%
                         2008                                101.570%
                         2009                                100.785%
                 2010 and thereafter                         100.000%


                                      A-7


<PAGE>


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

         In  certain  cases  where  an  Event  of  Default,  as  defined  in the
Indenture,  shall have occurred and be  continuing,  the principal of all of the
Debt Securities may be declared, and, in certain cases, shall ipso facto become,
due and payable,  and upon such declaration of acceleration shall become due and
payable,  in each  case,  in the  manner,  with the  effect  and  subject to the
conditions provided in the Indenture.

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee,  with the  consent  of the  holders  of not  less  than a  majority  in
aggregate  principal  amount  of the Debt  Securities  at the  time  outstanding
affected  thereby,  as  specified  in the  Indenture,  to  execute  supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or  eliminating  any of the  provisions of the Indenture or of any  supplemental
indenture  or of  modifying  in any manner the rights of the holders of the Debt
Securities;  PROVIDED, HOWEVER, that no such supplemental indenture shall, among
other  things,  without the consent of the  holders of each Debt  Security  then
outstanding  and  affected  thereby  (i)  change the  Maturity  Date of any Debt
Security,  or reduce the principal  amount  thereof or any premium  thereon,  or
reduce  the rate (or  manner of  calculation  of the rate) or extend the time of
payment of interest  thereon,  or reduce (other than as a result of the maturity
or earlier  redemption of any such Debt Security in accordance with the terms of
the Indenture and such Debt Security) or increase the aggregate principal amount
of Debt Securities then outstanding, or change any of the redemption provisions,
or make the principal  thereof or any interest or premium thereon payable in any
coin or currency other than United States Dollars, or impair or affect the right
of any holder of Debt Securities to institute suit for the payment  thereof,  or
(ii) reduce the aforesaid  percentage of Debt  Securities,  the holders of which
are required to consent to any such supplemental  indenture.  The Indenture also
contains provisions  permitting the holders of a majority in aggregate principal
amount of the Debt Securities at the time  outstanding,  on behalf of all of the
holders of the Debt Securities,  to waive any past default in the performance of
any of the covenants contained in the Indenture,  or established pursuant to the
Indenture, and its consequences, except (a) a default in payments due in respect
of any of the Debt Securities,  (b) in respect of covenants or provisions of the
Indenture  which cannot be modified or amended without the consent of the holder
of each Debt  Security  affected,  or (c) in  respect  of the  covenants  of the
Company  relating to its ownership of Common  Securities of the Trust.  Any such
consent or waiver by the registered holder of this Debt Security (unless revoked
as provided in the  Indenture)  shall be conclusive and binding upon such holder
and upon all future  holders  and owners of this Debt  Security  and of any Debt
Security issued in exchange  herefor or in place hereof (whether by registration
of transfer or otherwise),  irrespective  of whether or not any notation of such
consent or waiver is made upon this Debt Security.

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


                                      A-8

<PAGE>


         As provided in the Indenture and subject to certain  limitations herein
and therein set forth,  this Debt  Security is  transferable  by the  registered
holder hereof on the Debt Security  Register of the Company,  upon  surrender of
this Debt Security for  registration  of transfer at the office or agency of the
Trustee in Houston,  Texas accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the
registered  holder hereof or such holder's  attorney duly authorized in writing,
and thereupon one or more new Debt  Securities of authorized  denominations  and
for the  same  aggregate  principal  amount  will be  issued  to the  designated
transferee  or  transferees.  No  service  charge  will  be made  for  any  such
registration  of  transfer,  but  the  Company  may  require  payment  of a  sum
sufficient  to cover any tax or other  governmental  charge  payable in relation
thereto.

         Prior to due  presentment  for  registration  of  transfer of this Debt
Security,  the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any  transfer  agent  and the Debt  Security  registrar  may deem and  treat the
registered  holder hereof as the absolute owner hereof (whether or not this Debt
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon) for the purpose of receiving payment of the principal of and premium, if
any, and interest on this Debt Security and for all other purposes,  and neither
the Company nor the Trustee nor any  Authenticating  Agent nor any Paying  Agent
nor any transfer agent nor any Debt Security  registrar shall be affected by any
notice to the contrary.

         No  recourse  shall be had for the payment of the  principal  of or the
interest on this Debt Security,  or for any claim based hereon,  or otherwise in
respect  hereof,  or  based  on or in  respect  of the  Indenture,  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such, of the Company or of any predecessor or successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof  and as part of the  consideration  for the  issuance  hereof,  expressly
waived and released.

         The Debt Securities are issuable only in registered  certificated  form
without coupons. As provided in the Indenture and subject to certain limitations
herein and  therein  set forth,  Debt  Securities  are  exchangeable  for a like
aggregate  principal  amount  of  Debt  Securities  of  a  different  authorized
denomination, as requested by the holder surrendering the same.

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

         THE LAW OF THE STATE OF NEW YORK  SHALL  GOVERN THE  INDENTURE  AND THE
DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


                                      A-9