Exhibit 4.8









                                FIRST BANKS, INC.
                                    as Issuer






                                    INDENTURE
                            Dated as of June 16, 2006


                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                   As Trustee


                       JUNIOR SUBORDINATED DEBT SECURITIES

                                Due July 7, 2036





<PAGE>
<TABLE>
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                                                                                                       Page

                                               ARTICLE I
                                              DEFINITIONS

<S>               <C>                                                                                   <C>
SECTION 1.01.     Definitions...........................................................................1

                                              ARTICLE II
                                           DEBT SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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................................................21

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..................................................................23

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

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

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.................................................25
<PAGE>

                                              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.................................28

SECTION 5.03.     Application of Moneys Collected by Trustee...........................................30

SECTION 5.04.     Proceedings by Securityholders.......................................................30

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

SECTION 5.06.     Remedies Cumulative and Continuing...................................................31

SECTION 5.07.     Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.......31

SECTION 5.08.     Notice of Defaults...................................................................32

SECTION 5.09.     Undertaking to Pay Costs.............................................................32

                                              ARTICLE VI
                                        CONCERNING THE TRUSTEE

SECTION 6.01.     Duties and Responsibilities of Trustee...............................................33

SECTION 6.02.     Reliance on Documents, Opinions, etc.................................................34

SECTION 6.03.     No Responsibility for Recitals, etc..................................................35

SECTION 6.04.     Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                  Registrar May Own Debt Securities....................................................35

SECTION 6.05.     Moneys to be Held in Trust...........................................................35

SECTION 6.06.     Compensation and Expenses of Trustee.................................................36

SECTION 6.07.     Officers' Certificate as Evidence....................................................36

SECTION 6.08.     Eligibility of Trustee...............................................................37

SECTION 6.09.     Resignation or Removal of Trustee, Calculation Agent, Paying Agent or
                  Debt Security Registrar..............................................................37

SECTION 6.10.     Acceptance by Successor..............................................................38

SECTION 6.11.     Succession by Merger, etc............................................................39

SECTION 6.12.     Authenticating Agents................................................................40
<PAGE>

                                              ARTICLE VII
                                    CONCERNING THE SECURITYHOLDERS

SECTION 7.01.     Action by Securityholders............................................................41

SECTION 7.02.     Proof of Execution by Securityholders................................................42

SECTION 7.03.     Who Are Deemed Absolute Owners.......................................................42

SECTION 7.04.     Debt Securities Owned by Company Deemed Not Outstanding..............................42

SECTION 7.05.     Revocation of Consents; Future Securityholders Bound.................................43

                                              ARTICLE VIII
                                       SECURITYHOLDERS' MEETINGS

SECTION 8.01.     Purposes of Meetings.................................................................43

SECTION 8.02.     Call of Meetings by Trustee..........................................................44

SECTION 8.03.     Call of Meetings by Company or Securityholders.......................................44

SECTION 8.04.     Qualifications for Voting............................................................44

SECTION 8.05.     Regulations..........................................................................44

SECTION 8.06.     Voting...............................................................................45

SECTION 8.07.     Quorum; Actions......................................................................45

SECTION 8.08.     Written Consent Without a Meeting....................................................46

                                              ARTICLE IX
                                       SUPPLEMENTAL INDENTURES

SECTION 9.01.     Supplemental Indentures without Consent of Securityholders...........................46

SECTION 9.02.     Supplemental Indentures with Consent of Securityholders..............................48

SECTION 9.03.     Effect of Supplemental Indentures....................................................49

SECTION 9.04.     Notation on Debt Securities..........................................................49

SECTION 9.05.     Evidence of Compliance of Supplemental Indenture to be furnished to Trustee..........49

                                              ARTICLE X
                                      REDEMPTION OF SECURITIES

SECTION 10.01.    Optional Redemption..................................................................49

SECTION 10.02.    Special Event Redemption.............................................................50

SECTION 10.03.    Notice of Redemption; Selection of Debt Securities...................................50

SECTION 10.04.    Payment of Debt Securities Called for Redemption.....................................51

                                              ARTICLE XI
                          CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01.    Company May Consolidate, etc., on Certain Terms......................................51

SECTION 11.02.    Successor Entity to be Substituted...................................................52

SECTION 11.03.    Opinion of Counsel to be Given to Trustee............................................53


<PAGE>

                                              ARTICLE XII
                                SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01.    Discharge of Indenture...............................................................53

SECTION 12.02.    Deposited Moneys to be Held in Trust by Trustee......................................53

SECTION 12.03.    Paying Agent to Repay Moneys Held....................................................54

SECTION 12.04.    Return of Unclaimed Moneys...........................................................54

                                              ARTICLE XIII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01.    Indenture and Debt Securities Solely Corporate Obligations...........................54

                                              ARTICLE XIV
                                       MISCELLANEOUS PROVISIONS

SECTION 14.01.    Successors...........................................................................55

SECTION 14.02.    Official Acts by Successor Entity....................................................55

SECTION 14.03.    Surrender of Company Powers..........................................................55

SECTION 14.04.    Addresses for Notices, etc...........................................................55

SECTION 14.05.    Governing Law........................................................................56

SECTION 14.06.    Evidence of Compliance with Conditions Precedent.....................................56

SECTION 14.07.    Non-Business Days....................................................................56

SECTION 14.08.    Table of Contents, Headings, etc.....................................................56

SECTION 14.09.    Execution in Counterparts............................................................57

SECTION 14.10.    Severability.........................................................................57

SECTION 14.11.    Assignment...........................................................................57

SECTION 14.12.    Acknowledgment of Rights.............................................................57

                                              ARTICLE XV
                                   SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.    Agreement to Subordinate.............................................................58

SECTION 15.02.    Default on Senior Indebtedness.......................................................58

SECTION 15.03.    Liquidation; Dissolution; Bankruptcy.................................................58

SECTION 15.04.    Subrogation..........................................................................60

SECTION 15.05.    Trustee to Effectuate Subordination..................................................61

SECTION 15.06.    Notice by the Company................................................................61

SECTION 15.07.    Rights of the Trustee, Holders of Senior Indebtedness................................61

SECTION 15.08.    Subordination May Not Be Impaired....................................................62
<PAGE>

EXHIBITS

EXHIBIT A         FORM OF DEBT SECURITY

</TABLE>



<PAGE>

            THIS  INDENTURE,  dated as of June 16,  2006,  between  First Banks,
Inc., a bank holding  company  incorporated in Missouri  (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 July 7,
2036 (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.
<PAGE>

            "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 or New York City
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 "Capital  Securities"  and rank pari
passu with Common Securities issued by the Trust; provided,  however, that if an
Event of Default 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, within 90 days of the receipt of such opinion,
the aggregate  Liquidation Amount of the Capital Securities will not be eligible
to be  treated  by the  Company  as "Tier 1  Capital"  (or the  then  equivalent
thereof) for purposes of the capital adequacy  guidelines of the Federal Reserve
or OTS, as applicable (or any successor  regulatory  authority with jurisdiction
over bank, savings & loan or financial holding companies), as then in effect and
applicable to the Company; provided,  however, that the inability of the Company
                           --------   -------
to treat all or any portion of the Liquidation  Amount of the Capital Securities
as Tier 1 Capital shall not constitute the basis for a Capital  Treatment Event,
if such inability  results from the Company having  cumulative  preferred stock,
minority interests in consolidated subsidiaries,  or any other class of security
or  interest  which  the  Federal  Reserve  or OTS,  as  applicable,  may now or
hereafter accord Tier 1 Capital  treatment in excess of the amount which may now
or hereafter  qualify for treatment as Tier 1 Capital under  applicable  capital
adequacy  guidelines;  provided further,  however,  that the distribution of the
                       -------- -------   -------
Debt  Securities in connection  with the liquidation of the Trust by the Company
shall not in and of itself  constitute  a Capital  Treatment  Event  unless such
liquidation  shall have occurred in connection with a Tax Event or an Investment
Company Event.
<PAGE>

            "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 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  Banks,   Inc.,  a  bank  holding   company
incorporated  in Missouri,  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 June 16,  2006,  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  Securities  Exchange Act of 1934 that is  designated as Depositary by
the Company or any successor thereto. DTC will be the initial Depositary.

            "Depositary   Participant"  means  a  broker,  dealer,  bank,  other
financial  institution or other Person for whom from time to time the 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.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.
<PAGE>

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

            "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  October  7,  2006,  during  the  term of this
Indenture.

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

            "Interest Rate" means,  with respect to any Interest Payment Period,
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 1.65%;  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.

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

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

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

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

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

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

            "Maturity Date" means July 7, 2036.

            "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 companies.

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

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

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

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

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

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

            "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.

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

            "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

<PAGE>

of the  Company  (whether  or not such  obligation  is assumed by the  Company),
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  unless (1) with the prior approval of the Federal  Reserve or OTS, as
applicable,  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;  or (2) the Federal  Reserve or OTS, as applicable,  shall
hereafter  classify or otherwise  recognize any such obligation as pari passu or
subordinate to the Debt Securities.

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

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

            "Special  Redemption Price" means, with respect to the redemption of
any Debt Security  following a Special Event, an amount in cash equal to 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%

            "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,

<PAGE>

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
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 First Bank Statutory Trust VI, 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
First Bank Statutory Trust VI.

            "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  $25,774,000  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

<PAGE>

Section  6.01)  shall be fully  protected  in  relying  upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate record of any action taken pursuant to such resolution, in each case
certified  by the  Secretary or an Assistant  Secretary or other  officers  with
appropriate delegated authority of the Company as the case may be.

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

            The 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,  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.
<PAGE>

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

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

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

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

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

            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.
<PAGE>

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

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

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

            THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES LAWS OR ANY
OTHER  APPLICABLE  SECURITIES  LAWS.  NEITHER THIS  SECURITY NOR ANY INTEREST OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED  IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C) TO A "NON U.S.  PERSON" IN
AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)
PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES
ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
(3) OR (7) OF RULE 501 UNDER THE  SECURITIES  ACT THAT IS ACQUIRING THE SECURITY
FOR ITS OWN  ACCOUNT,  OR FOR  THE  ACCOUNT  OF 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.
<PAGE>

            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 AN 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.
<PAGE>

            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
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.
<PAGE>

        SECTION 2.07. Temporary Debt Securities.
                      -------------------------

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

        SECTION 2.08. Payment of Interest.
                      -------------------

            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 October 7,
2006.  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, the Redemption Date (to the
extent redeemed) or the Special  Redemption Date, shall be paid to the Person to
whom  principal is paid.  In (i) case the Maturity  Date of any Debt Security or
(ii) the  event  that  any Debt  Security  or  portion  thereof  is  called  for
redemption and the  redemption  date is subsequent to a regular record date with
respect to any  Interest  Payment  Date and either on or prior to such  Interest
Payment Date,  interest on such Debt Security will be paid upon presentation and
surrender of such Debt Security.
<PAGE>

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

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

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

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

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

            All  Debt  Securities   surrendered  for  the  purpose  of  payment,
redemption,  exchange or registration of transfer,  shall, if surrendered to the
Company or any Paying Agent, be surrendered to the Trustee and promptly canceled
by it, or, if surrendered to the Trustee 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.
<PAGE>

        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) 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
            June 14, 2006) (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.

<PAGE>

            Dollar   deposits  in  Europe  (in  an  amount   determined  by  the
            Calculation  Agent) by reference to requests  for  quotations  as of
            approximately  11:00 a.m.  (London time) on the LIBOR  Determination
            Date made by the Calculation  Agent to the Reference  Banks.  If, on
            any LIBOR  Determination  Date, at least two of the Reference  Banks
            provide such  quotations,  LIBOR shall equal the arithmetic  mean of
            such quotations.  If, on any LIBOR  Determination  Date, only one or
            none of the Reference Banks provide such a quotation, LIBOR shall be
            deemed to be the arithmetic  mean of the offered  quotations that at
            least two leading  banks in the City of New York (as selected by the
            Calculation  Agent) are quoting on the relevant LIBOR  Determination
            Date for three-month U.S. Dollar deposits in Europe at approximately
            11:00 a.m. (London time) (in an amount determined by the Calculation
            Agent). As used herein,  "Reference Banks" means four major banks in
            the London Interbank market selected by the Calculation Agent.

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

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

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

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

            As long as it is  acting in good  faith,  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 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 (to the extent redeemed) or any Special  Redemption Date. 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

<PAGE>

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,
-------
Redemption  Date (to the  extent  redeemed)  or  Special  Redemption  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,  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.  The Company must give the Trustee notice of its election to begin
such 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.

        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 a 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.
<PAGE>

            (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 thereof.

            (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.
<PAGE>

            (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 affected by the Depositary.

             (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.
<PAGE>

                                  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 represents that
it has no intention to exercise its right under  Section 2.11 to defer  payments
of interest on the Debt Securities by commencing an Extension Period.

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

<PAGE>

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;

                 (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.
<PAGE>

            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
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 premium, if any, or interest on
the Debt Securities, such mention shall be deemed to include mention of payments
of the Additional Interest provided for in this paragraph to the extent that, in
such context, Additional Interest is, was or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment

<PAGE>

of Additional  Interest (if  applicable) in any  provisions  hereof shall not be
construed as excluding Additional Interest in those provisions hereof where such
express mention is not made, provided, however, that notwithstanding anything to
                             --------  -------
the contrary  contained in this Indenture or any Debt Security,  the deferral of
the payment of interest  during an  Extension  Period  pursuant to Section  2.11
shall not defer  the  payment  of any  Additional  Interest  that may be due and
payable.

        SECTION 3.07. Compliance with Consolidation Provisions.
                      ----------------------------------------

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

        SECTION 3.08. Limitation on Dividends.
                      -----------------------

            If Debt Securities are initially issued to the Trust or a trustee of
such Trust in  connection  with the  issuance of Trust  Securities  by the Trust
(regardless  of whether Debt  Securities  continue to be held by such Trust) and
(i) there shall have occurred and be  continuing  an Event of Default,  (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee or (iii) the Company shall have given notice of
its election to defer  payments of interest on the Debt  Securities by extending
the interest  distribution  period as provided  herein and such  period,  or any
extension thereof, shall have commenced and be continuing,  then the Company may
not (A) declare or pay any dividends or distributions  on, or redeem,  purchase,
acquire,  or make a  liquidation  payment with respect to, any of the  Company's
capital stock or (B) make any payment of principal of or interest or premium, if
any, on or repay,  repurchase or redeem any debt  securities of the Company that
rank  pari  passu  in all  respects  with or  junior  in  interest  to the  Debt
Securities or (C) make any payment under any guarantees of the Company that rank
pari passu in all respects with or junior in interest to the Capital  Securities
Guarantee  (other than (a)  repurchases,  redemptions or other  acquisitions  of
shares of capital  stock of the Company (I) in  connection  with any  employment
contract,  benefit plan or other similar  arrangement with or for the benefit of
one or more employees,  officers,  directors or consultants,  (II) in connection
with a dividend  reinvestment  or  stockholder  stock  purchase plan or (III) in
connection  with the  issuance of capital  stock of the  Company (or  securities
convertible into or exercisable for such capital stock),  as consideration in an
acquisition  transaction  entered into prior to the  occurrence  of (i), (ii) or
(iii) above, (b) as a result of any exchange,  reclassification,  combination or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (d)  any   declaration  of  a  dividend  in  connection   with  any
stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).
<PAGE>

        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.

        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:
<PAGE>

                 (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  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).

        SECTION 4.03. Financial and Other Information.
                      --------------------------------

            The Company shall deliver to each  Securityholder (1) each Report on
Form 10-K and Form 10-Q prepared by the Company and filed with the Securities

<PAGE>

and Exchange  Commission in accordance with the Exchange Act within 7 days after
the filing thereof,  (2) if the Company is not then (y) subject to Section 13 or
15(d)  of the  Exchange  Act or (z)  exempt  from  reporting  pursuant  to  Rule
12g3-2(b) thereunder, the Company shall be required to provide within 45 days of
the end of each  calendar  quarterly  period  and 90 days  after the end of each
calendar year, the information  required to be provided by Rule 144A(d)(4) under
the  Securities  Act and (3) within 30 days after the end of the fiscal  year of
the Company,  Form 1099 or such other annual U.S. federal income tax information
statement  required by the Code containing such  information  with regard to the
Debt  Securities  held by such  holder as is required by the Code and the income
tax regulations of the U.S. Treasury thereunder.

            The  Company  will  cause  copies of its  regulatory  reports  to be
delivered  to the  Holder  promptly  following  their  filing  with the  Federal
Reserve.

                                   ARTICLE V

      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

        SECTION 5.01. Events of Default.
                      -----------------

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

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

            (b)  the Company  defaults  in the payment of all or any part of the
principal of (or premium,  if any, on) any Debt  Securities as and when the same
shall become due and payable either at maturity, upon redemption, by declaration
of acceleration pursuant to Section 5.01 of this Indenture or otherwise; or

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

            (d)  the Company defaults in the performance of, or breaches, any of
its  covenants  or  agreements  in  Sections  3.06,  3.07,  3.08 or 3.09 of this
Indenture  and  continuance  of such  default  or breach for a period of 30 days
after there has been given,  by registered or certified  mail, to the Company by
the  Trustee or to the  Company  and the Trustee by the holders of not less than
25% in aggregate principal amount of the outstanding Debt Securities,  a written
notice  specifying  such  default or breach and  requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

            (e)  a  court having  jurisdiction  in the  premises  shall  enter a
decree or order for  relief in respect of the  Company  in an  involuntary  case

<PAGE>

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

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

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

            If an Event of Default  specified  under  clause (c) of this Section
5.01 occurs and is continuing with respect to the Debt Securities,  then, and in
each and every such case, unless the principal of the Debt Securities shall have
already  become due and  payable,  either the Trustee or the holders of not less
than 25% in aggregate  principal  amount of the Debt Securities then outstanding
hereunder,  by notice in writing to the Company  (and to the Trustee if given by
Securityholders),  may declare the entire  principal of the Debt  Securities and
any premium and interest  accrued,  but unpaid,  thereon,  if any, to be due and
payable  immediately,  and upon  any such  declaration  the  same  shall  become
immediately due and payable.  If an Event of Default specified under clause (e),
(f) or (g) of this Section 5.01 occurs,  then, in each and every such case,  the
entire  principal  amount of the Debt  Securities  and any premium and  interest
accrued, but unpaid, thereon shall ipso facto become immediately due and payable
without further action. Notwithstanding anything to the contrary in this Section
5.01, if at any time during the period in which this Indenture  remains in force
and  effect,  the  Company  ceases  or  elects  to  cease to be  subject  to the
supervision  and  regulations  of the  Federal  Reserve,  OTS,  OCC  or  similar
regulatory  authority  overseeing  bank,  thrift,  savings and loan or financial
holding  companies  or similar  institutions  requiring  specifications  for the
treatment of capital similar in nature to the capital adequacy  guidelines under
the  Federal  Reserve  rules and  regulations,  then the first  sentence of this
paragraph shall be deemed to include clauses (a), (b) and (d) under this Section
5.01 as an Event of Default  resulting in an acceleration of payment of the Debt
Securities to the same extent as provided herein for clause (c).

             Anything in this Section 5.01 to the contrary  notwithstanding,  if
an Event of Default  specified under clause (d) occurs and is continuing,  then,
and in each and every such case, the Trustee,  in its own name and as trustee of
an express  trust,  shall  pursue all  available  remedies at law and/or  equity
against the Company.  The Company  acknowledges and affirms that in the event of
breach of such covenants and agreements referenced in clause (d) of this Section
5.01,  the  damages  to the  holders  of the  Debt  Securities  and the  Capital
Securities may be difficult or impossible to ascertain.  Therefore,  in addition
to any remedies  available at law for breach of any or all of said  covenants or

<PAGE>

agreements,  the holders of the Debt Securities and the Capital Securities shall
be entitled to  injunctive  or other  equitable  relief in  connection  with the
violation of any such covenants or agreements referenced in Section 5.01(c).

            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;  provided,
however,  that if the Debt  Securities are held by the Trust or a trustee of the
Trust,  such waiver or rescission and annulment shall not be effective until the
holders of a majority in aggregate liquidation amount of the outstanding Capital
Securities of the Trust shall have  consented to such waiver or  rescission  and
annulment.

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

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

            The  Company  covenants  that  upon  the  occurrence  of an Event of
Default under  paragraphs (c), (e), (f) or (g) of Section 5.01 of the Indenture,
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.
<PAGE>

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

            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.
<PAGE>

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

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

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

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

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

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

        SECTION 5.04. Proceedings by Securityholders.
                      ------------------------------

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

        SECTION 5.05. Proceedings by Trustee.
                      ----------------------

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

        SECTION 5.06. Remedies Cumulative and Continuing.
                      ----------------------------------

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

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

            The  holders of a majority in aggregate principal amount of the Debt
Securities  affected  (voting as one class) at the time  outstanding and, if the
Debt Securities are held by the Trust or a trustee of the Trust,  the holders of
a majority in aggregate liquidation amount of the outstanding Capital Securities
of the  Trust  shall  have the right to direct  the  time,  method  and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any  trust  or  power  conferred  on the  Trustee  with  respect  to  such  Debt
Securities; provided, however, that if the Debt Securities are held by the Trust
            --------  -------
or a trustee of the Trust, such time, method and place or such exercise,  as the
case may be, may not be so directed until the holders of a majority in aggregate
liquidation amount of the outstanding Capital Securities of the Trust shall have
directed  such  time,  method  and place or such  exercise,  as the case may be;
provided,  further, that (subject to the provisions of Section 6.01) the Trustee
shall  have the right to decline to follow  any such  direction  if the  Trustee
being advised by counsel shall  determine  that the action so directed  would be
unjustly  prejudicial to the holders not taking part in such direction or if the
Trustee  being  advised by counsel  determines  that the action or proceeding so
directed  may not lawfully be taken or if a  Responsible  Officer of the Trustee
shall  determine  that the action or  proceedings  so directed would involve the
Trustee in personal liability. Prior to any declaration of acceleration, or ipso
facto  acceleration,  of the maturity of the Debt  Securities,  the holders of a
majority  in  aggregate  principal  amount  of the Debt  Securities  at the time
outstanding may on behalf of the holders of all of the Debt Securities waive (or
modify any  previously  granted  waiver of) any past default or Event of Default

<PAGE>

and its  consequences,  except a default  (a) in the  payment of  principal  of,
premium,  if any, or interest on any of the Debt  Securities,  (b) in respect of
covenants or provisions  hereof which cannot be modified or amended  without the
consent of the holder of each Debt Security  affected,  or (c) in respect of the
covenants  contained  in  Section  3.09;  provided,  however,  that if the  Debt
                                          --------   -------
Securities  are held by the  Trust or a trustee  of the  Trust,  such  waiver or
modification  to such  waiver  shall not be  effective  until the  holders  of a
majority in Liquidation  Amount of the Trust  Securities of the Trust shall have
consented to such waiver or modification to such waiver; provided, further, that
                                                         --------  -------
if the consent of the holder of each outstanding Debt Security is required, such
waiver or  modification  to such waiver shall not be effective until each holder
of the outstanding  Capital Securities of the Trust shall have consented to such
waiver or modification  to such waiver.  Upon any such waiver or modification to
such waiver,  the Default or Event of Default covered thereby shall be deemed to
be cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Debt Securities  shall be restored to their former  positions and
rights  hereunder,  respectively;  but no such  waiver or  modification  to such
waiver shall extend to any  subsequent  or other  Default or Event of Default or
impair any right  consequent  thereon.  Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 5.07, said Default
or Event of  Default  shall for all  purposes  of the Debt  Securities  and this
Indenture be deemed to have been cured and to be not continuing.

        SECTION 5.08. Notice of Defaults.
                      ------------------

            The  Trustee  shall,  within 90 days after a Responsible  Officer of
the  Trustee  shall have actual  knowledge  or  received  written  notice of the
occurrence  of a  Default  with  respect  to the  Debt  Securities,  mail to all
Securityholders, as the names and addresses of such holders appear upon the Debt
Security  Register,  notice of all Defaults with respect to the Debt  Securities
actually known to the Trustee, unless such Defaults shall have been cured before
the giving of such notice (the term  "Defaults"  for the purpose of this Section
5.08 being hereby defined to be the events  specified in  subsections  (a), (b),
(c), (d), (e), (f) and (g) 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
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

<PAGE>

group of  Securityholders,  holding in the aggregate  more than 10% in principal
amount of the Debt Securities (or, if such Debt Securities are held by the Trust
or a  trustee  of  the  Trust,  more  than  10%  in  liquidation  amount  of the
outstanding Capital Securities) to any suit instituted by any Securityholder for
the  enforcement  of the payment of the  principal  of (or  premium,  if any) or
interest  on any Debt  Security  against  the Company on or after the same shall
have  become due and  payable,  or to any suit  instituted  in  accordance  with
Section 14.12.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

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

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

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

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

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

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

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

            (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;

            (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;
<PAGE>

            (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
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

<PAGE>

and any Paying  Agent  shall be under no  liability  for  interest  on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of  Default  shall  have  occurred  and be  continuing,  all
interest allowed on any such moneys,  if any, shall be paid from time to time to
the Company upon the written order of the Company, signed by the Chairman of the
Board  of  Directors,  the  President,  the  Chief  Operating  Officer,  a  Vice
President, the Treasurer or an Assistant Treasurer of the Company.

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

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

            Without prejudice to any other rights available to the Trustee under
applicable  law,  when the  Trustee  incurs  expenses  or  renders  services  in
connection with an Event of Default  specified in subsections (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.

            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

<PAGE>

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

        SECTION 6.08. Eligibility of Trustee.
                      ----------------------

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

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

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

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

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


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

            (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.

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

        SECTION 6.10. Acceptance by Successor.
                      -----------------------

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

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

        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
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.
<PAGE>

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

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

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

<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

<PAGE>

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

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

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

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

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

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

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

            The  Trustee  may at any time call a meeting of  Securityholders  to
take any action  specified in Section  8.01, to be held at such time and at such
place in 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.
<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

<PAGE>

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

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

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

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

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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

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

            With the consent  (evidenced  as  provided  in Section  7.01) of the
holders of not less than a majority in  aggregate  principal  amount of the Debt
Securities  at the time  outstanding  affected  by such  supplemental  indenture
(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  Maturity  Date of any Debt  Security,  or
reduce the principal amount thereof or any premium  thereon,  or reduce the rate
(or manner of calculation of the rate) or extend the time of payment of interest
thereon, or reduce (other than as a result of the maturity or earlier redemption
of any such Debt  Security in  accordance  with the terms of this  Indenture and
such  Debt  Security)  or  increase  the  aggregate  principal  amount  of  Debt
Securities then outstanding, or change any of the redemption provisions, or make
the principal  thereof or any interest or premium thereon payable in any coin or
currency other than United States Dollars,  or impair or affect the right of any
Securityholder  to  institute  suit for  payment  thereof or impair the right of
repayment,  if any,  at the option of the holder,  or (ii) reduce the  aforesaid
percentage  of Debt  Securities  the holders of which are required to consent to
any  such  supplemental  indenture;  and  provided,  further,  that if the  Debt
                                          --------   -------
Securities are held by the Trust or a trustee of such trust,  such  supplemental
indenture  shall not be effective until the holders of a majority in Liquidation
Amount of the  outstanding  Capital  Securities  shall  have  consented  to such
supplemental  indenture;   provided,   further,  that  if  the  consent  of  the
                           --------    -------
Securityholder of each outstanding Debt Security is required,  such supplemental
indenture shall not be effective  until each holder of the  outstanding  Capital
Securities shall have consented to such supplemental indenture.
<PAGE>

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

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

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

        SECTION 9.03. Effect of Supplemental Indentures.
                      ---------------------------------

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

        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

<PAGE>

conclusive  evidence that any supplemental  indenture  executed pursuant to this
Article IX is  authorized  or  permitted  by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee  under the  provisions  of this
Article IX to join in the execution thereof.

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

        SECTION 10.01. Optional Redemption.
                       -------------------

            At any time the Company shall have the right, subject to the receipt
by the Company of prior approval from any regulatory authority with jurisdiction
over the Company if such  approval is then  required  under  applicable  capital
guidelines  or  policies  of such  regulatory  authority,  to  redeem  the  Debt
Securities,  in whole or (provided that all accrued and unpaid interest has been
paid on all Debt Securities for all Interest  Payment Periods  terminating on or
prior to such date) from time to time in part, on any January 7, April 7, July 7
or October 7 on or after July 7, 2011 (the "Redemption Date"), at the Redemption
Price.

        SECTION 10.02. Special Event Redemption.
                       ------------------------

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

        SECTION 10.03. Notice of Redemption; Selection of Debt Securities.
                       --------------------------------------------------

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

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

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

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

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

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

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

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

            Nothing  contained in this Indenture or in the Debt Securities shall
prevent  any  consolidation  or  merger  of the  Company  with or into any other
corporation  or  corporations  (whether or not  affiliated  with the Company) or
successive  consolidations  or mergers in which the Company or its  successor or
successors shall be a party or parties,  or shall prevent any sale,  conveyance,

<PAGE>

transfer or other  disposition  of all or  substantially  all of the property or
capital  stock of the  Company  or its  successor  or  successors,  to any other
corporation  (whether or not  affiliated  with the Company,  or its successor or
successors) authorized to acquire and operate the same; provided,  however, that
                                                        --------   -------
the Company hereby  covenants and agrees that, (i) upon any such  consolidation,
merger (where the Company is not the surviving  corporation),  sale, conveyance,
transfer or other  disposition,  the  successor  entity  shall be a  corporation
organized and existing  under the laws of the United States or any state thereof
or the District of Columbia  (unless such corporation has (1) agreed to make all
payments due in respect of the Debt Securities or, if  outstanding,  the Capital
Securities and Capital  Securities  Guarantee  without  withholding or deduction
for,  or on account of, any taxes,  duties,  assessments  or other  governmental
charges under the laws or regulations of the  jurisdiction  of  organization  or
residence (for tax purposes) of such corporation or any political subdivision or
taxing authority  thereof or therein unless required by applicable law, in which
case such corporation shall have agreed to pay such additional  amounts as shall
be required so that the net amounts received and retained by the holders of such
Debt Securities or Capital Securities,  as the case may be, after payment of all
taxes (including withholding taxes),  duties,  assessments or other governmental
charges,  will be equal to the amounts that such holders would have received and
retained had no such taxes (including withholding taxes), duties, assessments or
other  governmental  charges been imposed,  (2) irrevocably and  unconditionally
consented and submitted to the  jurisdiction  of any United States federal court
or New York state court,  in each case located in The City of New York,  Borough
of Manhattan,  in respect of any action,  suit or proceeding  against it arising
out of or in connection with this Indenture,  the Debt  Securities,  the Capital
Securities  Guarantee or the Declaration  and  irrevocably  and  unconditionally
waived,  to the fullest extent  permitted by law, any objection to the laying of
venue in any such court or that any such  action,  suit or  proceeding  has been
brought in an inconvenient  forum and (3) irrevocably  appointed an agent in The
City of New York for  service  of  process  in any  action,  suit or  proceeding
referred to in clause (2) above) and such corporation  expressly  assumes all of
the obligations of the Company under the Debt  Securities,  this Indenture,  the
Capital Securities Guarantee and the Declaration and (ii) after giving effect to
any such consolidation, merger, sale, conveyance, transfer or other disposition,
no Default or Event of Default shall have occurred and be continuing.

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

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

<PAGE>

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
unclaimed  property or similar laws,  and if in the case of either clause (a) or
clause (b) the Company shall also pay or cause to be paid all other sums payable
hereunder  by the  Company,  then this  Indenture  shall  cease to be of further
effect except for the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06,
6.09 and 12.04  hereof,  which shall survive  until such Debt  Securities  shall
mature or are  redeemed,  as the case may be, and are paid in full.  Thereafter,
Sections 6.06, 6.09 and 12.04 shall survive,  and the Trustee,  on demand of the
Company accompanied by an Officers'  Certificate and an Opinion of Counsel, each
stating  that all  conditions  precedent  herein  provided  for  relating to the
satisfaction and discharge of this Indenture have been complied with, and at the

<PAGE>

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.

                                  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.


<PAGE>

                                  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 hereunder 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:

                                First Banks, Inc.
                          600 James S. McDonnell Blvd.
                               Hazelwood, MO 63042
                           Attention: Peter D. Wimmer

            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
<PAGE>

        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 of said State other than Section 5 1401 of
the New York General Obligations Law.

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

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

            Each  certificate  or opinion  provided  for in this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
provided  for in this  Indenture  (except  certificates  delivered  pursuant  to
Section  3.05)  shall  include  (a) a  statement  that the  person  making  such
certificate  or  opinion  has  read  such  covenant  or  condition;  (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
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).

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

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

        SECTION 14.09. Execution in Counterparts.
                       -------------------------

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

        SECTION 14.10. Severability.
                       ------------

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

        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, however, that, in the
                                                 --------
event of any such  assignment,  the  Company  will  remain  liable  for all such
obligations. Subject to the foregoing, this Indenture is binding upon and inures
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns. This Indenture may not otherwise be assigned by the parties thereto.

        SECTION 14.12. Acknowledgment of Rights.
                       ------------------------

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

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

        SECTION 15.01. Agreement to Subordinate.
                       ------------------------

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

            The  payment  by the  Company  of  the  payments  due  on  all  Debt
Securities  issued hereunder and under any Additional  Provisions  shall, to the
extent and in the manner  hereinafter set forth,  be subordinated  and junior in
right of payment to the prior payment in full of all Senior  Indebtedness of the
Company  whether  outstanding  at the  date  of  this  Indenture  or  thereafter
incurred;  provided,  however, that the Debt Securities shall rank pari passu in
all material respects with (1) the Company's  Floating Rate Junior  Subordinated
Deferrable  Interest  Debentures due April 2032 issued  pursuant to an Indenture
dated as of April 2002 by and  between  the  Company  and State  Street Bank and
Trust of Connecticut N.A., (2) the Company's  Floating Rate Junior  Subordinated
Deferrable  Interest  Debentures  due September  20, 2034 issued  pursuant to an
Indenture  dated  as of  September  20,  2004 by and  between  the  Company  and
Wilmington Trust Company,  (3) the Company's  Floating Rate Junior  Subordinated
Deferrable  Interest  Debentures  due  December  15, 2034 issued  pursuant to an
Indenture  dated  as of  November  23,  2004  by and  between  the  Company  and
Wilmington Trust Company,  (4) the Company's  Floating Rate Junior  Subordinated
Deferrable  Interest  Debentures  due  March  15,  2036  issued  pursuant  to an
Indenture  dated as of March 1, 2006 by and between  the Company and  Wilmington
Trust  Company,   and  (5)  the  Company's  Floating  rate  Junior  Subordinated
Deferrable  Interest  Debentures  due  April  28,  2036  issued  pursuant  to an
Indenture  dated as of April 28, 2006 by and between the Company and  Wilmington
Trust Company.

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


<PAGE>

        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
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

<PAGE>

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
dissolution  of the  Company  following  the  conveyance  or  transfer  or other
disposition of its property as an entirety,  or substantially as an entirety, to
another  corporation upon the terms and conditions provided for in Article XI of
this  Indenture  shall not be deemed a dissolution,  winding-up,  liquidation or
reorganization  for the purposes of this Section 15.03 if such other corporation
shall, as a part of such consolidation,  merger,  conveyance or transfer, comply
with the conditions  stated in Article XI of this Indenture.  Nothing in Section
15.02 or in this  Section  15.03 shall  apply to claims of, or payments  to, the
Trustee under or pursuant to Section 6.06 of this Indenture.

        SECTION 15.04. Subrogation.
                       -----------

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

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

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

        SECTION 15.05. Trustee to Effectuate Subordination.
                       -----------------------------------

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

        SECTION 15.06. Notice by the Company.
                       ---------------------

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

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

<PAGE>

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

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

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

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

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

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

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

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



<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.

                           First Banks, Inc.


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


                           Wells Fargo Bank, National Association, as Trustee


                           By: /s/ Rosemary Kennard
                              --------------------------------------------------
                           Name:   Rosemary Kennard
                                ------------------------------------------------
                           Title:  Vice President
                                 -----------------------------------------------





<PAGE>

                                    EXHIBIT A


                    FORM OF JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2036

                           [FORM OF FACE OF SECURITY]
                           --------------------------

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

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

            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>


               Form of 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

<PAGE>

dividend in connection  with any  stockholder's  rights plan, or the issuance of
rights,  stock or other  property  under any  stockholder's  rights plan, or the
redemption or repurchase of rights pursuant thereto,  or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock  issuable upon exercise of such  warrants,  options or other rights is the
same stock as that on which the  dividend is being paid or ranks pari passu with
or junior to such stock).  Prior to the termination of any Extension Period, the
Company may further extend such 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:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

Dated:__________________, 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 soley
                                       as the Trustee



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

Dated:__________________, 2006



<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 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:
<PAGE>

           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%

            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.
<PAGE>

            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 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).