EXHIBIT 4.12

                                FIRST BANKS, INC.

                   JUNIOR SUBORDINATED DEBT SECURITY DUE 2036

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

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

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

       IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER
TO THE 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.



<PAGE>


                   Junior Subordinated Debt Security due 2036

                                       of

                                First Banks, Inc.

       First Banks,  Inc., a bank holding company  incorporated in Missouri (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 First Bank Statutory Trust VI, a Delaware statutory trust (the "Holder"), or
registered  assigns,  the  principal  sum of Twenty Five Million  Seven  Hundred
Seventy  Four  Thousand  Dollars  on July 7,  2036 and to pay  interest  on said
principal sum from June 16, 2006, 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
October 7, 2006,  at a variable per annum rate equal to LIBOR (as defined in the
Indenture)  plus  1.65%  (the  "Interest  Rate")  (provided,  however,  that the
Interest  Rate for any Interest  Payment  Period may not exceed the highest rate
permitted  by New York law, as the same may be modified by United  States law of
general  applicability)  until the  principal  hereof  shall have become due and
payable, and on any overdue principal and (without duplication and to the extent
that  payment of such  interest  is  enforceable  under  applicable  law) on any
overdue  installment of interest at an annual rate equal to the Interest Rate in
effect  for each such  Extension  Period  compounded  quarterly.  The  amount of
interest  payable on any Interest Payment Date shall be computed 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 (except that, if such Business Day falls in the next calendar year,
such  payment  will be made on the  immediately  preceding  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 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

<PAGE>

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 of immediately available funds
to an account appropriately designated by the holder hereof. Notwithstanding the
foregoing,  so long as the  holder of this Debt  Security  is the  Institutional
Trustee,  the payment of the  principal of and premium,  if any, and interest on
this Debt Security shall be made in immediately available funds when due at such
place and to such account as may be designated by the Institutional Trustee. All
payments  in  respect  of this Debt  Security  shall be  payable  in any coin or
currency  of the United  States of America  that at the time of payment is legal
tender for payment of public and private debts.

       Upon submission of Notice (as defined in the Indenture) and so long as no
Event of Default  pursuant to paragraphs (c), (e), (f) or (g) of Section 5.01 of
the Indenture 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,
-------
Redemption  Date (to the  extent  redeemed)  or  Special  Redemption  Date;  and
provided,  further,  however,  during any such Extension Period, the Company may
--------   -------
not (i) declare or pay any dividends or distributions  on, or redeem,  purchase,
acquire,  or make a  liquidation  payment with respect to, any of the  Company's
capital  stock or (ii) make any payment of principal  of or premium,  if any, or
interest on or repay,  repurchase  or redeem any debt  securities of the Company
that rank pari  passu in all  respects  with or junior in  interest  to the Debt
Securities  or (iii) make any payment  under any  guarantees of the Company that
rank in all  respects  pari  passu  with or junior  in  respect  to the  Capital
Securities   Guarantee  (other  than  (a)  repurchases,   redemptions  or  other
acquisitions  of shares of capital stock of the Company (A) in  connection  with
any employment  contract,  benefit plan or other similar arrangement with or for
the benefit of one or more employees, officers, directors or consultants, (B) in
connection with a dividend  reinvestment  or stockholder  stock purchase plan or
(C) in  connection  with  the  issuance  of  capital  stock of the  Company  (or
securities   convertible  into  or  exercisable  for  such  capital  stock),  as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of any exchange, reclassification, combination
or  conversion  of any class or series of the  Company's  capital  stock (or any
capital  stock of a  subsidiary  of the  Company) for any class or series of the
Company's capital stock or of any class or series of the Company's  indebtedness
for any class or series of the  Company's  capital  stock,  (c) the  purchase of
fractional  interests in shares of the Company's  capital stock  pursuant to the
conversion or exchange  provisions  of such capital stock or the security  being
converted or exchanged, (d) any declaration of a dividend in connection with any

<PAGE>

stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).  Prior
to the termination of any Extension Period,  the Company may further extend such
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,  Redemption  Date (to the extent
redeemed) or Special  Redemption  Date.  Upon the  termination  of any Extension
Period and upon the payment of all Deferred Interest, the Company may commence a
new  Extension  Period,  subject to the foregoing  requirements.  No interest or
Deferred Interest shall be due and payable during an Extension Period, except at
the end thereof,  but Deferred  Interest  shall accrue upon each  installment of
interest that would  otherwise  have been due and payable  during such Extension
Period until such  installment is paid. The Company must give the Trustee notice
of its election to begin or extend an Extension Period ("Notice") not later than
the related  regular  record date for the relevant  Interest  Payment 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
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.

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

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

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

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



<PAGE>

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

                                     First Banks, Inc.



                                     By: /s/ Allen H. Blake
                                        ----------------------------------------
                                     Name:   Allen H. Blake
                                          --------------------------------------
                                     Title:  President & Chief Executive Officer
                                           -------------------------------------



Dated: June 16, 2006

                          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: /s/ Tracy M. Lamb
                                        ----------------------------------------
                                         Authorized Officer



Dated: June 16, 2006



<PAGE>


                               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 June 16, 2006, 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 or in part, at any time, within 90
days  following the  occurrence of such Tax Event,  Investment  Company Event or
Capital Treatment Event (the "Special  Redemption Date"), as the case may be, at
the Special  Redemption  Price.  In the event that the Special  Redemption  Date
falls on a day prior to the LIBOR  Determination  Date for any Interest  Payment
Period,  then the Company  shall be required to pay to  Securityholders,  on the
Business Day following such LIBOR  Determination  Date, any additional amount of
interest  that would have been  payable on the Special  Redemption  Date had the
amount of interest determined on such LIBOR Determination Date been known on the
first day of such Interest Payment Period. 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  July 7, 2011 (a
"Redemption Date"), at the Redemption Price.

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

       "Redemption  Price"  means  100%  of the  principal  amount  of the  Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities  to the  Redemption  Date 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 July 7, 2011.

       "Special  Redemption  Price" means, with respect to the redemption of any
Debt Security  following a Special Event, an amount in cash equal to 105% of the
principal  amount of Debt  Securities  to be redeemed  prior to July 7, 2007 and
thereafter  equal  to  the  percentage  of the  principal  amount  of  the  Debt
Securities that is specified below for the Special Redemption Date plus, in each
case, unpaid interest accrued thereon to the Special Redemption Date:

      Special Redemption During the
      -----------------------------
    12-Month Period Beginning July 7        Percentage of Principal Amount
    --------------------------------        ------------------------------

                  2007                                  104%
                  2008                                  103%
                  2009                                  102%
                  2010                                  101%
           2011 and thereafter                          100%
<PAGE>

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

       Upon the  occurrence of an Event of Default  pursuant to paragraphs  (c),
(e), (f) or (g), of Section 5.01 of the  Indenture,  the principal of all of the
Debt  Securities may be declared,  and in certain cases shall ipso facto become,
due and payable, and upon such acceleration shall become due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

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

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

       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.
<PAGE>

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

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

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

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

       THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE  INDENTURE AND THE DEBT
SECURITIES,  WITHOUT REGARD TO CONFLICT OF LAWS  PRINCIPLES  THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).