First South Bancorp, Inc.
                                    as Issuer






                                    INDENTURE
                          Dated as of January 30, 2004


                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                   As Trustee


                       JUNIOR SUBORDINATED DEBT SECURITIES

                                Due April 7, 2034





<PAGE>

                               TABEL OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

  Applicable Depository Procedures.............................................1

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

  Bankruptcy Law...............................................................2

  Board of Directors...........................................................2

  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

  Depositary...................................................................3

  Depository Participant.......................................................3

  DTC..........................................................................3

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

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

  Federal Reserve..............................................................4

  Global Debenture.............................................................4


                                       i
<PAGE>

                                Table of Contents
                                   (Continued)
                                                                            Page

  Indenture....................................................................4

  Initial Purchaser............................................................4

  Institutional Trustee........................................................4

  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........................................................5

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

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

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

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

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

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

  Principal Office of the Trustee..............................................6

  Redemption Date..............................................................6

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

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

  Securityholder,..............................................................6

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

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

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

  Special Redemption Price.....................................................7

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

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


                                       ii
<PAGE>

                         Table of Contents
                            (Continued)
                                                                            Page

  Trust........................................................................7

  Trust Indenture Act..........................................................7

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

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

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

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

                            ARTICLE II
                          DEBT SECURITIES

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

SECTION 2.02.   Form of Trustee's Certificate of Authentication................8

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.......9

SECTION 2.06.   Mutilated, Destroyed, Lost or Stolen Debt Securities..........12

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

SECTION 2.08.   Payment of Interest...........................................13

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.................................................17

SECTION 2.13.   Global Debentures.............................................18

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.  Payment of Principal, Premium and Interest;
                 Agreed Treatment of the Debt Securities......................20

SECTION 3.02.  Offices for Notices and Payments, etc..........................20

SECTION 3.03.  Appointments to Fill Vacancies in Trustee's Office.............21

SECTION 3.04.  Provision as to Paying Agent...................................21

SECTION 3.05.  Certificate to Trustee.........................................22

SECTION 3.06.  Additional Interest............................................22

SECTION 3.07.  Compliance with Consolidation Provisions.......................23

SECTION 3.08.  Limitation on Dividends........................................23


                                      iii
<PAGE>

                                Table of Contents
                                   (Continued)
                                                                            Page

SECTION 3.09.  Covenants as to the Trust......................................24

                                   ARTICLE IV
                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.  Securityholders' Lists.........................................24

SECTION 4.02.  Preservation and Disclosure of Lists...........................24

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

SECTION 5.01.  Events of Default..............................................26

SECTION 5.02.  Payment of Debt Securities on Default; Suit Therefor...........27

SECTION 5.03.  Application of Moneys Collected by Trustee.....................29

SECTION 5.04.  Proceedings by Securitvholders.................................29

SECTION 5.05.  Proceedings by Trustee.........................................30

SECTION 5.06.  Remedies Cumulative and Continuing.............................30

SECTION 5.07.  Direction of Proceedings and Waiver
                 of Defaults by Majority of Securityholders...................30

SECTION 5.08.  Notice of Defaults.............................................31

SECTION 5.09.  Undertaking to Pay Costs.......................................31

                       ARTICLE VI
                 CONCERNING THE TRUSTEE

SECTION 6.01.  Duties and Responsibilities of Trustee.........................32

SECTION 6.02.  Reliance on Documents, Opinions, etc...........................33

SECTION 6.03.  No Responsibility for Recitals, etc............................34

SECTION 6.04.  Trustee, Authenticating Agent, Paying Agents,
                 Transfer Agents or Registrar May Own Debt Securities.........34

SECTION 6.05.  Moneys to be Held in Trust.....................................34

SECTION 6.06.  Compensation and Expenses of Trustee...........................35

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

SECTION 6.08.  Eligibility of Trustee.........................................36

SECTION 6.09.  Resignation or Removal of Trustee, Calculation Agent,
                 Paying Agent or Debt Security Register ......................36

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

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

                                       iv
<PAGE>

                                Table of Contents
                                   (Continued)
                                                                            Page

SECTION 6.12.  Authenticating Agents..........................................39

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.  Action by Securityholders......................................40

SECTION 7.02.  Proof of Execution by Securityholders..........................41

SECTION 7.03.  Who Are Deemed Absolute Owners.................................41

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

SECTION 7.05.  Revocation of Consents; Future Holders Bound...................42

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01.  Purposes of Meetings...........................................42

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

SECTION 8.03.  Call of Meetings by Company or Securityholders.................43

SECTION 8.04.  Qualifications for Voting......................................43

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

SECTION 8.06.  Voting.........................................................44

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

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 Securities.............48

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

                                   ARTICLE XI
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


                                       v
<PAGE>

                                Table of Contents
                                   (Continued)
                                                                            Page

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.....52

                                   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

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...............................54

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

SECTION 14.10. Separability...................................................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..........................56

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


                                       vi
<PAGE>

                                Table of Contents
                                   (Continued)
                                                                            Page

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.........59

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

EXHIBITS

EXHIBIT A.      FORM OF DEBT SECURITY
























                                      vii
<PAGE>


         THIS  INDENTURE,  dated as of January  30,  2004,  between  First South
Bancorp,   Inc.,  a  bank  holding   company   incorporated  in  South  Carolina
(hereinafter  sometimes  called the "Company"),  and Wells Fargo Bank,  National
Association, a national banking association with its principal place of business
in  the  State  of  Delaware,  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 April 7,
2034 (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.

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

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

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

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

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

         "Business Day" means any day other than a Saturday, Sunday or any other
day on which banking institutions in Wilmington,  Delaware, New York City or 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 Wells Fargo 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 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 in, the laws, rules or regulations of
the United States or any  political  subdivision  thereof or therein,  or as the
result of any  official or  administrative  pronouncement  or action or decision
interpreting  or applying such laws,  rules or  regulations,  which amendment or
change is effective or which  pronouncement,  action or decision is announced on
or after the date of  original  issuance of the Debt  Securities,  there is more
than an insubstantial risk that the Company will not, within 90 days of the date
of such  opinion,  be  entitled  to  treat  an  amount  equal  to the  aggregate
Liquidation  Amount of the Capital  Securities  as "Tier 1 Capital" (or the then
equivalent  thereof)  for  purposes of the capital  adequacy  guidelines  of the
Federal  Reserve,  as then in effect and  applicable  to the  Company (or if the
Company is not a bank holding company, such guidelines applied to the Company as
if the Company were subject to such  guidelines);  provided,  however,  that the
inability of the Company to treat all or any portion of the  liquidation  amount
of the Debt  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  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 the

                                       2
<PAGE>

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 First South  Bancorp,  Inc.,  a bank  holding  company
incorporated  in South Carolina,  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 January 30, 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.

         "Depositary"  means an  organization  registered  as a clearing  agency
under the Exchange Act that is  designated  as  Depositary by the company or any
successor thereto. DTC will be the initial Depositary.

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

         "DTC" means The Depository Trust Company, a New York corporation.

         "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.



                                        3
<PAGE>

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

         "Global  Debenture"  means a security that evidences all or part of the
Debt Securities, the ownership and transfers of which shall be made through book
entries by a Depositary.

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

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

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

         "Interest  Payment Date" means January 7, April 7, July 7 and October 7
of each year, commencing on April 7, 2004, 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 a per annum rate of interest,  reset  quarterly,
equal to LIBOR,  as  determined  on the  LIBOR  Determination  Date  immediately
preceding each Interest  Payment Date, plus 2.80% ("Initial  Rate") from January
30, 2004 to April 7, 2009 (the "Initial  Rate Period") and  thereafter at LIBOR,
as  determined  on the  LIBOR  Determination  Date  immediately  preceding  each
Interest Payment Date, plus 2.85% ("Subsequent Rate");  provided, that LIBOR may
not fall below __________% ("Minimum Rate") during the Initial Rate Period; and,
provided further, 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.

         "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).



                                        4
<PAGE>

         "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 April 7, 2034.

         "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 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 company.

         The term  "outstanding,"  when used with reference to Debt  Securities,
subject to the provisions of Section 7.04, means, 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.



                                       5
<PAGE>

         "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 919 Market Street, Suite
700, Wilmington, DE 19801.

         "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,  but  excluding,  the  Redemption  Date  or,  in the  case  of a
redemption  due to the occurrence of a Special  Event,  to, but  excluding,  the
Special  Redemption Date if such Special Redemption Date is on or after April 7,
2009.

         "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  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); (iv) all obligations of the Company
for the  reimbursement  of any letter of credit,  any banker's  acceptance,  any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement,  any obligation under options
or any similar  credit or other  transaction;  (v) all  obligations  of the 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),


                                       6
<PAGE>

whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  unless,  with  the  prior  approval  of the  Federal  Reserve  if not
otherwise generally approved,  in the instrument creating or evidencing the same
or  pursuant  to  which  the  same is  outstanding,  it is  provided  that  such
obligations  are not  superior or are pari passu 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 (1) if the Special Redemption Date is
before April 7, 2009, One Hundred Five Percent (105%) of the principal amount of
the Debt Securities to be redeemed plus any accrued and unpaid interest  thereon
to the date of such  redemption or (2) if the Special  Redemption  Date is on or
after April 7, 2009, the Redemption Price for such Special Redemption Date.

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

         "Tax  Event"  means  the  receipt  by the  Company  and the Trust of an
Opinion of Counsel  experienced  in such matters to the effect that, as a result
of any amendment to or change  (including any announced  prospective  change) in
the laws or any  regulations  thereunder  of the United  States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  administrative  pronouncement  (including  any private  letter ruling,
technical advice memorandum,  regulatory  procedure,  notice or announcement (an
"Administrative  Action")) or judicial  decision  interpreting  or applying such
laws or  regulations,  regardless  of  whether  such  Administrative  Action  or
judicial decision is issued to or in connection with a proceeding  involving the
Company  or the Trust and  whether or not  subject  to review or  appeal,  which
amendment, clarification,  change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance
of the 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


                                       7
<PAGE>

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 FSBS Capital 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
FSBS Capital 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.

                                   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
$5,155,000  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  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.



                                       8
<PAGE>

         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.

         WELLS FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity
but solely as trustee

                                     By____________________________________
                                          Authorized Officer

         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 its  Chairman of the Board of
Directors,  Vice Chairman,  President or Chief  Financial  Officer or one of its
Executive Vice Presidents,  Senior Vice Presidents or Vice Presidents, 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


                                       9
<PAGE>

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.

         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:



                                       10
<PAGE>

         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)  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 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 (D) 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
(C) OR (D) 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
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


                                       11
<PAGE>

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  (THE "FDIC").  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


                                       12
<PAGE>

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
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


                                       13
<PAGE>

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.

         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 XV) on each
Interest  Payment  Date  commencing  on April 7, 2004,  2004.  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 prior to such  Interest  Payment Date,
interest on such Debt Security will be paid upon  presentation  and surrender of
such Debt Security.

         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


                                       14
<PAGE>

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
fifteenth  day prior to an 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 or any  Authenticating  Agent,  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.  All  Debt
Securities  canceled  by any  Authenticating  Agent  shall be  delivered  to the
Trustee.  The Trustee  shall  destroy all canceled  Debt  Securities  unless the
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) 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)  Subject to the  Minimum  Rate,  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 the January 15, April 15, July 15 and October 15
         immediately succeeding the commencement of such Interest Payment Period
         (or, with respect to the first Interest Payment Period,  on January 28,


                                       15
<PAGE>

         2004) (each such day, a "LIBOR  Determination  Date" for such  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 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


                                       16
<PAGE>

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.

         So long as no Event of Default  has  occurred  and is  continuing,  the
Company shall have the right,  from time to time and without causing an Event of
Default,  to defer payments of interest on the 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  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 the  earlier  of (i) the next  succeeding  date on which
interest on the Debt Securities  would have been payable except for the election
to begin such Extension Period or (ii) the date such interest is payable, but in
any event not later than the  related  regular  record  date.  The Notice  shall
describe,  in  reasonable  detail,  why the  Company  has  elected  to  begin an
Extension  Period.  The  Notice  shall  acknowledge  and  affirm  the  Company's


                                       17
<PAGE>

understanding   that  it  is  prohibited   from  issuing   dividends  and  other
distributions  during the  Extension  Period.  Upon  receipt of the  Notice,  an
Initial Purchaser shall have the right, at its sole discretion,  to disclose the
name of the Company, the fact that the Company has elected to begin an Extension
Period  and  other  information  that  such  Initial  Purchaser,   at  its  sole
discretion,  deems  relevant to the  company's  election  to begin an  Extension
Period.  The Trustee shall give notice of the Company's  election to begin a new
Extension Period to the Securityholders.

         SECTION 2.12. CUSIP Numbers.

         The Company in issuing the 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.

         SECTION 2.13. Global Debentures.

         (a) Upon the  election of the holder of  Outstanding  Debt  Securities,
which election need not be in writing,  the Debt Securities owned by such holder
shall be issued in the form of one or more Global  Debentures  registered in the
name of the Depositary or its nominee.  Each Global  Debenture issued under this
Indenture  shall be registered in the name of the  Depositary  designated by the
Company for such Global  Debenture  or a nominee  thereof and  delivered to such
Depositary  or a nominee  thereof or  custodian  therefor,  and each such Global
Debenture  shall  constitute  a single Debt  Security  for all  purposes of this
Indenture.

         (b)  Notwithstanding  any other provision in this Indenture,  no Global
Debenture may be exchanged in whole or in part for Debt  Securities  registered,
and no transfer of a Global Debenture in whole or in part may be registered,  in
the name of any Person other than the Depositary for such Global  Debenture or a
nominee thereof unless (i) such  Depositary  advises the Trustee and the Company
in  writing  that such  Depositary  is no  longer  willing  or able to  properly
discharge  its  responsibilities  as  Depositary  with  respect  to such  Global
Debenture,  and no qualified successor is appointed by the Company within ninety
(90) days of receipt by the Company of such notice,  (ii) such Depositary ceases
to be a clearing  agency  registered  under the Exchange Act and no successor is
appointed by the Company  within ninety (90) days after  obtaining  knowledge of
such event,  (iii) the Company  executes  and  delivers to the Trustee a Company
Order stating that the Company elects to terminate the book-entry system through
the  Depositary  or  (iv)  an  Event  of  Default  shall  have  occurred  and be
continuing.  Upon the  occurrence  of any event  specified in clause (i),  (ii),
(iii) or (iv) above,  the Trustee shall notify the  Depositary  and instruct the
Depositary to notify all owners of beneficial interests in such Global Debenture
of the occurrence of such event and of the  availability  of Debt  Securities to
such owners of beneficial  interests  requesting the same.  Upon the issuance of
such Debt Securities and the registration in the Debt Security  Register of such
Debt Securities in the names of the Holders of the beneficial interests therein,
the Trustee shall recognize such holders of beneficial interests as Holders.



                                       18
<PAGE>

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

         (d) Every Debt Security  authenticated  and delivered upon registration
of transfer  of, or in  exchange  for or in lieu of, a Global  Debenture  or any
portion thereof shall be  authenticated  and delivered in the form of, and shall
be, a Global Debenture, unless such Debt Security is registered in the name of a
Person other than the Depositary for such Global Debenture or a nominee thereof.

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

         (f) The Depositary or its nominee,  as the registered owner of a Global
Debenture,  shall be the Holder of such Global  Debenture for all purposes under
this Indenture and the Debt Securities,  and owners of beneficial interests in a
Global Debenture shall hold such interests pursuant to the Applicable Depository
Procedures.  Accordingly,  any  such  owner's  beneficial  interest  in a Global
Debenture  shall be shown only on, and the  transfer of such  interest  shall be
effected only through,  records  maintained by the  Depositary or its nominee or
its Depositary Participants. The Debt Securities registrar and the Trustee shall
be  entitled to deal with the  Depositary  for all  purposes  of this  Indenture
relating to a Global Debenture  (including the payment of principal and interest
thereon and the giving of  instructions  or  directions  by owners of beneficial
interests  therein  and the giving of  notices)  as the sole  Holder of the Debt
Security and shall have no  obligations  to the owners of  beneficial  interests
therein.  Neither the Trustee nor the Debt  Securities  registrar shall have any
liability in respect of any transfers effected by the Depositary.



                                       19
<PAGE>

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

         (h) No holder of any beneficial  interest in any Global  Debenture held
on its behalf by a Depositary  shall have any rights under this  Indenture  with
respect to such  Global  Debenture,  and such  Depositary  may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global  Debenture  for all purposes  whatsoever.  None of the Company,  the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or  liability  for any aspect of the records  relating  to or  payments  made on
account of beneficial  ownership interests of a Global Debenture or maintaining,
supervising  or  reviewing  any records  relating to such  beneficial  ownership
interests.  Notwithstanding  the  foregoing,  nothing  herein shall  prevent the
Company,  the  Trustee or any agent of the  Company or the  Trustee  from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary  or impair,  as between a Depositary  and such holders of  beneficial
interests,  the operation of customary  practices  governing the exercise of the
rights of the Depositary (or its nominee) as holder of any Debt Security.

                                  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 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 Person to
the Paying Agent no later than the related record date.

         (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.  All payments in respect of such Debt  Securities
will be made  free and clear of U.S.  withholding  tax to any  beneficial  owner
thereof  that has  provided an  Internal  Revenue  Service  Form W-8 BEN (or any
substitute or successor form) establishing its non-U.S.  status for U.S. federal
income tax purposes.

         (c) As of the date of this  Indenture,  the Company 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.

         (d) As of the date of this  Indenture,  the Company  believes  that the
likelihood that it would exercise its right under Section 2.11 to defer payments


                                       20
<PAGE>

of interest on the Debt Securities by commencing an Extension Period at any time
during  which the Debt  Securities  are  outstanding  is remote  because  of the
restrictions  that would be imposed on the  Company's  ability to declare or pay
dividends  or  distributions  on, or to redeem,  purchase or make a  liquidation
payment  with  respect to, any of its  outstanding  equity and on the  Company's
ability to make any payments of principal  of or interest on, or  repurchase  or
redeem, any of its debt securities that rank pari passu in all respects with (or
junior in interest to) the Debt Securities.

         SECTION 3.02. Offices for Notices and Payments, etc.

         So long as any of the Debt Securities remain  outstanding,  the Company
will  maintain  in  Wilmington,  Delaware  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 will give to the Trustee  written notice of the location
of any such  office  or agency  and of any  change of  location  thereof.  Until
otherwise  designated  from  time to  time by the  Company  in a  notice  to the
Trustee, or specified as contemplated by Section 2.05, such office or agency for
all of the above purposes shall be the Principal Office of the Trustee.  In case
the  Company  shall fail to maintain  any such  office or agency in  Wilmington,
Delaware or shall fail to give such  notice of the  location or of any change in
the location  thereof,  presentations and demands may be made and notices may be
served at the Principal Office of the Trustee.

         In addition to any such office or agency,  the Company may from time to
time designate one or more offices or agencies outside  Wilmington,  Delaware or
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  Wilmington,  Delaware for the purposes above  mentioned.  The Company
will  give to the  Trustee  prompt  written  notice of any such  designation  or
rescission thereof.

         SECTION 3.03. 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;



                                       21
<PAGE>

                  (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.

         (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


                                       22
<PAGE>

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  on
distributions  to holders of Trust  Securities),  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  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 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 or convey all or substantially all of its property to any other
Person unless the provisions of Article XI hereof are complied with.

         SECTION 3.08. 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  (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


                                       23
<PAGE>

(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, and any
cash payments in lieu of fractional  shares issues in connection  therewith,  or
(f)  payments  under  the  Capital  Securities  Guarantee  or any  guarantee  of
securities similar of the Capital Securities issued by a trust).

         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.

                                   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.



                                       24
<PAGE>

         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 its
election, either:

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

         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


                                       25
<PAGE>

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,  and continuance of such default for a
period of 30 days;  for the  avoidance  of doubt,  an  extension of any interest
payment 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 declaration
of acceleration pursuant to Section 5.01 of this Indenture or otherwise; or

         (c) 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

         (d) 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



                                       26
<PAGE>

         (e) 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

         (f) 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  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 the 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.

         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,  then and in 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.

         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,


                                       27
<PAGE>

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.

         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)  or 5.01(b)  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


                                       28
<PAGE>

Trustee  and their  respective  agents,  attorneys  and  counsel,  and all other
amounts due to the Trustee under Section 6.06.

         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 Securitvholders.

         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


                                       29
<PAGE>

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;
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 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
(subject to the  provisions of Section 6.01) the Trustee shall have the right to


                                       30
<PAGE>

decline to follow any such  direction if the Trustee  shall  determine  that the
action so directed would be unjustly  prejudicial to the holders not taking part
in such direction or if the Trustee being advised by counsel determines that the
action or  proceeding  so directed may not lawfully be taken or if a Responsible
Officer  of the  Trustee  shall  determine  that the  action or  proceedings  so
directed  would  involve  the  Trustee  in  personal  liability.  Prior  to  any
declaration  accelerating 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 such  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 shall not be effective  until each holder of the Trust  Securities of the
Trust shall have  consented  to such waiver.  Upon any such waiver,  the default
covered  thereby shall be deemed to be cured for all purposes of this  Indenture
and the  Company,  the Trustee and the holders of the Debt  Securities  shall be
restored to their former positions and rights  hereunder,  respectively;  but no
such waiver shall extend to any  subsequent or other default or Event of Default
or impair any right consequent thereon. Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section 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) and
(e) 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.

         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


                                       31
<PAGE>

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  outstanding,  or to any suit  instituted  by any
Securityholder  for the  enforcement  of the  payment  of the  principal  of (or
premium,  if any) or  interest  on any Debt  Security  against the Company on or
after the same shall have become due and payable.

                                   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

                  (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


                                       32
<PAGE>

         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) or 5.01 (b) 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 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);  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;



                                       33
<PAGE>

         (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 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  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


                                       34
<PAGE>

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.

         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
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 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 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 (d), (e) or (f) 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.



                                       35
<PAGE>

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

         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 or
bad faith on the part of the Trustee,  be deemed to be  conclusively  proved and
established  by an Officers'  Certificate  delivered  to the  Trustee,  and such
certificate,  in the  absence  of  negligence  or bad  faith  on the part of the
Trustee, shall be full warrant to the Trustee for any action taken 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.

         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 Register.

         (a) The Trustee,  or any trustee or trustees hereafter  appointed,  the
Calculation  Agent,  the Paying Agent and any Debt Security  Register 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


                                       36
<PAGE>

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 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.



                                       37
<PAGE>

         (d) Any resignation or removal of the Trustee,  the Calculation  Agent,
the Paying Agent and any Debt Security  Register 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
Register  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 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  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  Register 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 Register 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


                                       38
<PAGE>

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  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


                                       39
<PAGE>

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.

         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.

                                  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 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  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 (c)
by a combination of such instrument or instruments and any such record of such a
meeting of such  Securityholders,  or (d) by any other method the Trustee  deems
satisfactory.

         If the Company  shall  solicit  from the  Securityholders  any request,
demand,  authorization,  direction,  notice,  consent, waiver or other action or
revocation  of the same,  the Company  may, at its option,  as  evidenced  by an
Officers' Certificate, fix in advance a record date for such Debt Securities for


                                       40
<PAGE>

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.

         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 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


                                       41
<PAGE>

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 Holders 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
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;



                                       42
<PAGE>

         (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 New York or Wilmington,  Delaware, 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 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.



                                       43
<PAGE>

         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 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


                                       44
<PAGE>

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.

         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.

                                   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


                                       45
<PAGE>

any of the  several  remedies  provided in this  Indenture  as herein set forth;
provided, however, that in respect of any such additional covenant,  restriction
or condition such supplemental  indenture may provide for a particular period of
grace after default  (which period may be shorter or longer than that allowed in
the case of other  defaults)  or may provide for an immediate  enforcement  upon
such  default  or may limit the  remedies  available  to the  Trustee  upon such
default;

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



                                       46
<PAGE>

         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  (voting as a
class), the Company, when authorized by a Board Resolution,  and the Trustee may
from  time  to time  and at any  time  enter  into an  indenture  or  indentures
supplemental  hereto  (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 each Debt Security then  outstanding and affected
thereby  (i)  extend  the fixed  maturity  of any Debt  Security,  or reduce the
principal  amount thereof or any premium  thereon,  or reduce the rate or extend
the time of  payment  of  interest  thereon,  or reduce  any  amount  payable on
redemption  thereof or make the  principal  thereof or any  interest  or premium
thereon  payable in any coin or  currency  other than that  provided in the Debt
Securities,  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 Trust  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
Trust Securities shall have consented to such supplemental indenture.

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

         Promptly  after the  execution  by the  Company  and the Trustee of any
supplemental  indenture pursuant to the provisions of this Section,  the Trustee
shall transmit by mail, first class postage prepaid,  a notice,  prepared by the
Company,  setting  forth in general  terms the  substance  of such  supplemental
indenture,  to the  Securityholders as their names and addresses appear upon the
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.



                                       47
<PAGE>

         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.

         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


                                       48
<PAGE>

guidelines  or  policies  of such  regulatory  authority,  to  redeem  the  Debt
Securities,  in whole or in part, on any January 7, April 7, July 7 or October 7
on or after April 7, 2009 (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 but not in part, at any time
within 90 days  following  the  occurrence  of such Special  Event (the "Special
Redemption Date"), at the Special Redemption Price.

         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 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 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 accrued interest to the date fixed for redemption.

         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


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<PAGE>

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 interest accrued
to said date) interest on the Debt  Securities or portions of 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  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 the property or capital stock of the Company or
its successor or successors as an entirety,  or substantially as an entirety, 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,  upon any such
consolidation,  merger  (where the  Company is not the  surviving  corporation),
sale, conveyance, transfer or other disposition, the due and punctual payment of
all payments due on all of the Debt  Securities in accordance  with their terms,
according to their tenor, and the due and punctual performance and observance of
all the  covenants and  conditions of this  Indenture to be kept or performed by
the Company,  shall be expressly  assumed by supplemental  indenture  reasonably
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such  consolidation,  or into which the Company shall have been
merged,  or by the entity  which shall have  acquired  such  property or capital
stock.

         SECTION 11.02. Successor Entity to be Substituted.

         In case of any such consolidation,  merger, sale, conveyance,  transfer
or other  disposition  and upon  the  assumption  by the  successor  entity,  by
supplemental  indenture,  executed and  delivered to the Trustee and  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


                                       50
<PAGE>

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 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


                                       51
<PAGE>

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.  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
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.



                                       52
<PAGE>

                                  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.

         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  by being
deposited  postage  prepaid by  registered  or  certified  mail in a post office
letter box  addressed  (until  another  address is filed by the Company with the
Trustee for such purpose) to the Company at:



                                       53
<PAGE>

                            First South Bancorp, Inc.
                          1450 John B. White, Sr. Blvd.
                             Spartanburg, S.C. 29306
                           Attention: V. Lewis Shuler

         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 Wells
Fargo Bank, National Association at:

                                919 Market Street
                                    Suite 700
                              Wilmington, DE 19801
                       Attention: Corporate Trust Division

         SECTION 14.05. Governing Law.

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

         SECTION 14.06. 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;  (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.

         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


                                       54
<PAGE>

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. Separability.

         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  to a direct or
indirect wholly owned Subsidiary of the Company, provided, that, in the event of
any such  assignment,  the Company will remain liable for all such  obligations.
Subject to the  foregoing,  this  Indenture  is  binding  upon and inures to the
benefit of the parties hereto and their respective  successors and assigns. This
Indenture may not otherwise be assigned by the parties 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 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


                                       55
<PAGE>

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 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


                                       56
<PAGE>

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
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


                                       57
<PAGE>

dissolution of the Company  following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions  provided for in Article IX 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 IX 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.

         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


                                       58
<PAGE>

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
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.



                                       59
<PAGE>

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

         Wells Fargo 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.




                                       60
<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.

                              [SIGNATURE OMITTED]




                                       61
<PAGE>



                                    EXHIBIT A


                    FORM OF JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2034

                           [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)  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 (D) 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
(C) OR (D) 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
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR


                                      A-1
<PAGE>

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 EXEMPTIOE  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  (THE "FDIC").  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 2034

                                       of

                            First South Bancorp, Inc.

         First South Bancorp, Inc., a bank holding company incorporated in South
Carolina  (the  "Company"),  for value  received  promises to pay to Wells Fargo
Bank,  National  Association,  not in its  individual  capacity  but  solely  as
Institutional  Trustee for FSBS Capital Trust I, a Delaware statutory trust (the
"Holder"),  or registered assigns, the principal sum of Five Million One Hundred
Fifty  Five  Thousand  Dollars  on April 7,  2034  and to pay  interest  on said
principal  sum from January 30, 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 January 7, April 7, July 7 and  October 7 of each year  commencing
April 7, 2004,  at a variable  per annum rate equal to LIBOR (as  defined in the
Indenture)  plus 2.80%  ("Initial  Rate") from January 30, 2004 to April 7, 2009
(the "Initial Rate Period"), and thereafter at LIBOR, as determined on the LIBOR
Determination Date immediately  preceding each Interest Payment Date, plus 2.85%
("Subsequent Rate") (provided, that LIBOR during the Initial Rate Period may not
fall below  __________%;  and, provided further,  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 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 office or agency of the


                                      A-3
<PAGE>

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  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,  the payment of the
principal  of and  interest on this Debt  Security  will be made in  immediately
available  funds at such place and to such account as may be  designated  by the
Institutional Trustee.

         Upon  submission of Notice (as defined in the Indenture) and so long as
no Event of Default has occurred and is  continuing,  the Company shall have the
right,  from time to time and  without  causing  an Event of  Default,  to defer
payments  of  interest  on  the  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 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  (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 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


                                      A-4
<PAGE>

Extension  Period,  the Company may further extend such period,  provided,  that
such period together with all such previous and further  consecutive  extensions
thereof shall not exceed 20 consecutive  quarterly periods, or extend beyond the
Maturity Date. Upon the termination of any Extension Period and upon the payment
of all  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 such  Extension  Period at least one  Business Day prior to the earlier of
(i) the next succeeding date on which interest on the Debt Securities would have
been payable except for the election to begin such Extension  Period or (ii) the
date such  interest  is  payable,  but in any event not later  than the  related
regular record date.

         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  demand,   presentment  for  payment,   notice  of
nonpayment, notice of protest, and all other 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.

                                          First South Bancorp, Inc.


                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________



Dated:__________________, 2003

                          CERTIFICATE OF AUTHENTICATION

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

                                       Wells Fargo Bank, National Association,
                                       not in its individual capacity
                                       but solely as the Trustee


                                       By:______________________________________
                                            Authorized Officer


Dated:__________________, 2003




                                      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 January 30, 2004,  duly  executed and delivered
between the Company and Wells Fargo 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 but not 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  January  7,  April 7, July 7 or  October 7 on or after  April 7, 2009 (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  the  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 or, in the case of a redemption  due to the
occurrence of a Special Event,  to the Special  Redemption  Date if such Special
Redemption Date is on or after April 7, 2009.

         "Special  Redemption Price" means (1) if the Special Redemption Date is
before April 7, 2009, One Hundred Five Percent (105%) of the principal amount to
be redeemed  plus any accrued  and unpaid  interest  thereon to the date of such
redemption and (2) if the Special  Redemption Date is on or after April 7, 2009,
the Redemption Price for such Special Redemption Date.

         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 case 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 due and payable, and upon such declaration of acceleration shall become
due and payable,  in the manner,  with the effect and subject to the  conditions
provided in the Indenture.



                                      A-7
<PAGE>

         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) extend the fixed  maturity  of the Debt
Securities,  or reduce the principal  amount thereof or any  redemption  premium
thereon,  or reduce the rate or extend the time of payment of interest  thereon,
or make  payments  due on the Debt  Securities  payable in any coin or  currency
other than that provided in the Debt  Securities,  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 default in payments due on any of the
Debt  Securities.  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.

         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  Wilmington,   Delaware  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 or on account of the  principal
hereof and  interest  due hereon and for all other  purposes,  and  neither  the


                                      A-8
<PAGE>

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