Exhibit 4.5
                        JUNIOR SUBORDINATED NOTE DUE 2037

THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  WERE  ORIGINALLY  ISSUED IN A
TRANSACTION  EXEMPT  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "SECURITIES  ACT"), AND SUCH SECURITIES,  AND ANY INTEREST THEREIN,
MAY NOT BE  OFFERED,  SOLD  OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE  OF SUCH
REGISTRATION  OR AN  APPLICABLE  EXEMPTION  THEREFROM.  EACH  PURCHASER  OF  ANY
SECURITIES IS HEREBY  NOTIFIED THAT THE SELLER OF THE  SECURITIES MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A UNDER THE SECURITIES ACT.

         THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
THE BENEFIT OF THE COMPANY THAT (A) SUCH  SECURITIES  MAY BE OFFERED,  RESOLD OR
OTHERWISE  TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER
REASONABLY  BELIEVES IS A  "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, OR (III) TO AN INSTITUTIONAL  "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,"  WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT, 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, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND,
IN THE CASE OF (III),  SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION
OF  COUNSEL  ADDRESSING  COMPLIANCE  WITH THE U.S.  SECURITIES  LAWS,  AND OTHER
INFORMATION  SATISFACTORY  TO IT AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF
ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

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

         THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE
HEREOF  OR  THEREOF  ALSO  AGREES,  REPRESENTS  AND  WARRANTS  THAT IT IS NOT AN
EMPLOYEE  BENEFIT  PLAN,   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 SECTION  408(b)(17) OF ERISA,  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,  OR ANY INTEREST  THEREIN,  ARE NOT PROHIBITED BY SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY
PURCHASER OR HOLDER OF THE SECURITIES 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 OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975
OF THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER  PERSON  ACTING ON BEHALF OF ANY
SUCH  EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY USING THE
"PLAN  ASSETS"  OF ANY  SUCH  EMPLOYEE  BENEFIT  PLAN OR PLAN  TO  FINANCE  SUCH
PURCHASE,  OR (ii) SUCH  PURCHASE  OR HOLDING  WILL NOT  RESULT IN A  PROHIBITED
TRANSACTION  UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE FOR WHICH
FULL  EXEMPTIVE  RELIEF  IS NOT  AVAILABLE  UNDER  AN  APPLICABLE  STATUTORY  OR
ADMINISTRATIVE EXEMPTION.

         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.



<PAGE>


                                First Banks, Inc.

                 Floating Rate Junior Subordinated Note due 2037

No. 1                                                                $25,774,000

         First Banks, Inc., a corporation  organized and existing under the laws
of Missouri (hereinafter called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received,  hereby
promises to pay to Wilmington Trust Company,  not in its individual capacity but
solely as Property  Trustee for First Bank Statutory  Trust VIII (the "Holder"),
or registered assigns,  the principal sum of $ TWENTY FIVE MILLION SEVEN HUNDRED
SEVENTY-FOUR  THOUSAND AND 00/100  ($25,774,000)  DOLLARS on March 30, 2037. The
Company further promises to pay interest on said principal sum from February 23,
2007, or from the most recent  Interest  Payment Date to which interest has been
paid or duly provided for,  quarterly  (subject to deferral as set forth herein)
in arrears on March 30th , June 30th,  September  30th and December 30th of each
year,  commencing  on March 30, 2007 , or if any such day is not a Business Day,
on the next succeeding  Business Day (and no interest shall accrue in respect of
the  amounts  whose  payment  is so delayed  for the period  from and after such
Interest Payment Date until such next succeeding  Business Day), except that, if
such Business Day falls in the next succeeding calendar year, such payment shall
be made on the immediately  preceding  Business Day, in each case, with the same
force and effect as if made on the Interest Payment Date, at a variable rate per
annum, reset quarterly,  equal to LIBOR plus 1.61%, together with Additional Tax
Sums, if any, as provided in Section 10.5 of the Indenture,  until the principal
                             ------------
hereof is paid or duly  provided for or made  available  for payment;  provided,
that any overdue  principal,  premium,  if any, or  Additional  Tax Sums and any
overdue  installment of interest shall bear  Additional  Interest (to the extent
that the payment of such interest  shall be legally  enforceable)  at a variable
rate  per  annum,  reset  quarterly,  equal  to  LIBOR  plus  1.61%,  compounded
quarterly,  from the dates  such  amounts  are due  until  they are paid or made
available for payment, and such interest shall be payable on demand.

         The  amount  of  interest  payable  for any  interest  period  shall be
computed and paid on the basis of a 360-day  year and the actual  number of days
elapsed in the relevant interest period. The interest so payable, and punctually
paid or duly  provided for, on any Interest  Payment Date shall,  as provided in
the Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor  Securities)  is  registered at the close of business on the Regular
Record Date for such interest  installment.  Any such interest not so punctually
paid or duly provided for shall  forthwith  cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more  Predecessor  Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted  Interest to
be fixed by the Trustee,  notice whereof shall be given to Holders of Securities
not less than ten (10) days prior to such Special Record Date, or be paid at any
time in any other lawful manner not  inconsistent  with the  requirements of any
securities exchange or automated quotation system on which the Securities may be
listed,  traded  or  quoted  and upon such  notice  as may be  required  by such
exchange  or  automated  quotation  system,  all as more fully  provided  in the
Indenture.

         So long as no Event of Default pursuant to Sections  5.1(c),  (e), (f),
                                                    ----------------   ---  ---
(g) or (h) of the  Indenture has occurred and is  continuing,  the Company shall
---    ---
have  the  right,  at any time and  from  time to time  during  the term of this
Security,  to defer the payment of interest on this  Security for a period of up
to twenty (20) consecutive quarterly interest payment periods (each such period,
an "Extension Period"),  during which Extension Period(s),  no interest shall be
due and payable (except any Additional Tax Sums that may be due and payable). No
Extension Period shall end on a date other than an Interest Payment Date, and no
Extension  Period shall extend  beyond the Stated  Maturity of the  principal of
this Security.  No interest shall be due and payable during an Extension  Period
(except any Additional Tax Sums that may be due and payable),  except at the end
thereof, but each installment of interest that would otherwise have been due and
payable  during such  Extension  Period shall bear  Additional  Interest (to the
extent payment of such interest would be legally enforceable) at a variable rate
per annum,  reset quarterly,  equal to LIBOR plus 1.61%,  compounded  quarterly,
from the dates on which amounts would have  otherwise been due and payable until
paid or made available for payment. At the end of any such Extension Period, the
Company  shall pay all  interest  then  accrued  and  unpaid  on this  Security,
together with such  Additional  Interest.  Prior to the  termination of any such
Extension  Period,  the  Company  may  further  defer the  payment of  interest;
provided,  that (i) all such  previous and further  extensions  comprising  such
Extension  Period do not exceed twenty (20) quarterly  interest payment periods,
(ii) no Extension Period shall end on a date other than an Interest Payment Date
and (iii) no Extension  Period shall  extend  beyond the Stated  Maturity of the

<PAGE>

principal of this Security.  Upon the  termination of any such Extension  Period
and upon the  payment of all  accrued  and unpaid  interest  and any  Additional
Interest then due on any Interest Payment Date, the Company may elect to begin a
new Extension Period;  provided,  that (i) such Extension Period does not exceed
twenty (20) quarterly  interest payment periods,  (ii) no Extension Period shall
end on a date other than an Interest  Payment  Date,  (iii) no Extension  Period
shall extend  beyond the Stated  Maturity of the  principal of this Security and
(iv) no Event of Default pursuant to Sections  5.1(c),  (e), (f), (g) or (h) has
                                     ----------------   ---  ---  ---    ---
occurred  and is  continuing.  The  Company  shall  give (i) the  Holder of this
Security,  (ii) the Trustee,  (iii) the Property Trustee and (iv) any beneficial
owner of the Preferred  Securities  reasonably  identified to the Company (which
identification  may be made either by such beneficial owner or by any Purchaser)
written notice of its election to begin any such Extension  Period no later than
the close of business on the  fifteenth  (15th)  Business  Day prior to the next
succeeding  Interest  Payment Date on which  interest on this Security  would be
payable but for such deferral.

         During any such Extension Period,  the Company shall not (i) declare or
pay any dividends or distributions  on, or redeem,  purchase,  acquire or make a
liquidation payment with respect to, any of the Company's Equity Interests, (ii)
vote in favor of or permit or otherwise allow any of its Subsidiaries to declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation   payment  with  respect  to  or  otherwise  retire,   any  of  such
Subsidiary's  Equity Interests entitling the holders thereof to a stated rate of
return,  other than dividends or distributions on Equity Interests issued by any
Subsidiary  solely  payable to the Company or any  Subsidiary  thereof  (for the
avoidance of doubt,  whether such Equity  Interests are perpetual or otherwise),
or (iii)  make any  payment of  principal  of or any  interest  or premium on or
repay,  repurchase  or redeem any debt  securities of the Company that rank pari
passu in all respects  with or junior in interest to this  Security  (other than
(a)  repurchases,  redemptions or other  acquisitions of Equity Interests of the
Company in connection  with (1) any employment  contract,  benefit plan or other
similar  arrangement  with or for  the  benefit  of any  one or more  employees,
officers,  directors or consultants,  (2) a dividend reinvestment or stockholder
stock  purchase or similar plan with respect to any Equity  Interests or (3) the
issuance of Equity  Interests of the Company (or securities  convertible into or
exercisable  for such  Equity  Interests)  as  consideration  in an  acquisition
transaction  entered into prior to the  applicable  Extension  Period,  (b) as a
result of an  exchange  or  conversion  of any class or series of the  Company's
Equity  Interests  (or any Equity  Interests of a Subsidiary of the Company) for
any class or series of the Company's  Equity Interests or of any class or series
of the Company's  indebtedness  for any class or series of the Company's  Equity
Interests,  (c) the purchase of fractional  interests in Equity Interests of the
Company  pursuant  to the  conversion  or  exchange  provisions  of such  Equity
Interests or the security being converted or exchanged, (d) any declaration of a
dividend in  connection  with any Rights Plan,  the  issuance of rights,  Equity
Interests  or other  property  under  any  Rights  Plan,  or the  redemption  or
repurchase of rights pursuant  thereto or (e) any dividend in the form of Equity
Interests, warrants, options or other rights where the dividend Equity Interests
or the Equity  Interests  issuable  upon exercise of such  warrants,  options or
other  rights are the same Equity  Interests  as those on which the  dividend is
being paid or rank pari passu with or junior to such Equity Interests).

         Payment of principal of, premium, if any, and interest on this Security
shall be made in such coin or currency of the United States of America as at the
time of  payment  is legal  tender for  payment  of public  and  private  debts.
Payments of principal, premium, if any, and interest due at the Maturity of this
Security  shall be made at the office or agency of the  Company  maintained  for
that purpose in the Place of Payment upon  surrender of such  Securities  to the
Paying Agent, and payments of interest shall be made,  subject to such surrender
where  applicable,  by wire  transfer  at such  place and to such  account  at a
banking  institution in the United States as may be designated in writing to the
Paying  Agent at least ten (10)  Business  Days prior to the date for payment by
the Person  entitled  thereto unless proper  written wire transfer  instructions
have not been received by the relevant  record date, in which case such payments
shall be made by check  mailed to the  address  of such  Person as such  address
shall appear in the Security Register. Notwithstanding the foregoing, so long as
the  Holder  of this  Security  is the  Property  Trustee,  the  payment  of the
principal  of  (and  premium,  if  any)  and  interest  (including  any  overdue
installment  of interest and  Additional Tax Sums, if any) on this Security will
be made at such place and to such account as may be  designated  by the Property
Trustee.
<PAGE>

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

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



<PAGE>


         IN WITNESS WHEREOF, the Company has duly executed this certificate this
23 day of February, 2007.

                                          FIRST BANKS, INC.


                                          By:/s/ Terrance M. McCarthy
                                             -----------------------------------
                                          Name:  Terrance M. McCarthy
                                          Title: Senior Executive Vice President
                                                 and Chief Operating Officer




         This  represents   Securities  referred  to  in  the   within-mentioned
Indenture.

Dated: February 23, 2007

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

                                          By:/s/ W. Thomas Morris, II
                                             -----------------------------------
                                          Name:  W. Thomas Morris, II
                                          Title: Assistant Vice President




<PAGE>

                               REVERSE OF SECURITY

         This  Security is one of a duly  authorized  issue of securities of the
Company (the "Securities") issued under the Junior Subordinated Indenture, dated
as of February 23, 2007 (the  "Indenture"),  between the Company and  Wilmington
Trust Company, as Trustee (in such capacity,  the "Trustee," which term includes
any  successor  trustee  under  the  Indenture),  to  which  Indenture  and  all
indentures  supplemental thereto reference is hereby made for a statement of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the  Company,  the  Trustee,  the  holders of Senior Debt and the Holders of the
Securities,  and of the terms  upon  which the  Securities  are,  and are to be,
authenticated and delivered.

         All terms used in this Security that are defined in the Indenture or in
the Amended and  Restated  Trust  Agreement,  dated as of February  23, 2007 (as
modified,  amended or  supplemented  from time to time, the "Trust  Agreement"),
relating to First Bank Statutory Trust VIII (the "Trust"), among the Company, as
Depositor,  the trustees  named therein and the holders from time to time of the
Trust Securities  issued pursuant  thereto,  shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may be.

         The Company may, on any Interest Payment Date, at its option,  upon not
less than thirty (30) days' nor more than sixty (60) days' written notice to the
Holders of the Securities  (unless a shorter notice period shall be satisfactory
to the  Trustee)  on or after  March  30,  2012 and  subject  to the  terms  and
conditions of Article XI of the Indenture,  redeem this Security in whole at any
time or in part from time to time at a  Redemption  Price  equal to one  hundred
percent (100%) of the principal amount hereof, together, in the case of any such
redemption,  with accrued interest,  including any Additional  Interest,  to but
excluding the date fixed for redemption;  provided,  that the Company shall have
received the prior approval of the Federal Reserve if then required.

         In  addition,  upon the  occurrence  and during the  continuation  of a
Special  Event,  the Company may, at its option,  upon not less than thirty (30)
days' nor more than  sixty  (60)  days'  written  notice to the  Holders  of the
Securities  (unless  a  shorter  notice  period  shall  be  satisfactory  to the
Trustee),  redeem this Security,  in whole but not in part, subject to the terms
and  conditions of Article XI of the  Indenture at the Special Event  Redemption
                   ----------
Price; provided,  that the Company shall have received the prior approval of the
Federal Reserve if then required.

         In the  event  of  redemption  of this  Security  in part  only,  a new
Security or Securities for the  unredeemed  portion hereof will be issued in the
name of the Holder  hereof upon the  cancellation  hereof.  If less than all the
Securities are to be redeemed, the particular Securities to be redeemed shall be
selected  not more than  sixty  (60) days  prior to the  Redemption  Date by the
Trustee from the Outstanding Securities not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the  selection for  redemption  of a portion of the principal  amount of any
Security.

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

         No reference  herein to the Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest,  including  any  Additional  Interest,  on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.
<PAGE>

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

         The Securities are issuable only in registered  form without coupons in
minimum  denominations of $100,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth,  Securities are exchangeable for a like aggregate principal amount of
Securities  and  of  like  tenor  of a  different  authorized  denomination,  as
requested by the Holder surrendering the same.

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

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

         The Company  and, by its  acceptance  of this  Security or a beneficial
interest  herein,  the  Holder of, and any  Person  that  acquires a  beneficial
interest in, this  Security  agree that,  for United States  federal,  state and
local tax purposes, it is intended that this Security constitute indebtedness.

         This Security  shall be construed  and enforced in accordance  with and
governed by the laws of the State of New York, without reference to its conflict
of laws provisions (other than Section 5-1401 of the General Obligations Law).