EXHIBIT 4.5

                        JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2037

         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
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 COMPANY AND TRUSTEE SUCH  CERTIFICATES  AND OTHER  INFORMATION AS
MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER  COMPLIES WITH THE
FOREGOING RESTRICTIONS.

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

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



<PAGE>


                   Junior Subordinated Debt Security due 2037

                                       of

                                First Banks, Inc.

         First Banks, Inc., a bank holding company incorporated in Missouri (the
"Company"),  for  value  received  promises  to pay  to  LaSalle  Bank  National
Association,  not in its individual capacity but solely as Institutional Trustee
for  First   Bank   Statutory   Trust  X,  a  Delaware   statutory   trust  (the
"Securityholder"),  or registered assigns,  the principal sum of Fifteen Million
Four Hundred Sixty Four Thousand Dollars ($15,464,000) on September 15, 2037 and
to pay interest on said  principal  sum from August 31,  2007,  or from the most
recent  interest  payment date (each such date, an "Interest  Payment  Date") to
which  interest  has been  paid or duly  provided  for,  quarterly  (subject  to
deferral as set forth herein) in arrears on March 15, June 15,  September 15 and
December 15 of each year  commencing  December 15, 2007, at a variable per annum
rate equal to LIBOR (as  defined  in the  Indenture)  plus 2.30% (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 Interest  Payment
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 (to the extent  redeemed) 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,
Redemption Date or 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  (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
Securityholders  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  Securityholders  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
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  Securityholder  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,  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.
<PAGE>

              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 under the  Indenture,  from time to time and  without  causing an
Event of  Default,  to defer  payments of  interest  on the Debt  Securities  by
extending the interest  distribution  period on the Debt  Securities at any time
and from  time to time  during  the term of the  Debt  Securities,  for up to 20
consecutive  quarterly periods (each such extended interest distribution period,
an "Extension  Period"),  during which Extension Period no interest shall be due
and payable (except any Additional Interest that may be due and payable). During
any Extension  Period,  interest will continue to accrue on the Debt Securities,
and  interest on such  accrued  interest  (such  accrued  interest  and interest
thereon referred to herein as "Deferred Interest") will accrue at an annual rate
equal to the Interest Rate applicable during such Extension  Period,  compounded
quarterly  from the date such Deferred  Interest would have been payable were it
not for the  Extension  Period,  to the extent  permitted  by law. No  Extension
Period may end on a date other than an Interest  Payment Date. At the end of any
such Extension  Period the Company shall pay all Deferred  Interest then accrued
and unpaid on the Debt Securities;  provided,  however, that no Extension Period
                                    --------   -------
may extend beyond the Maturity Date, Redemption Date (to the extent redeemed) or
Special  Redemption  Date;  and  provided,  further,  however,  during  any such
                                 --------   -------
Extension  Period,  the  Company  may not (i)  declare or pay any  dividends  or
distributions on, or redeem,  purchase,  acquire,  or make a liquidation payment
with respect to, any of the Company's  capital stock or (ii) make any payment of
principal of or premium,  if any, or interest on or repay,  repurchase or redeem
any debt  securities of the Company that rank pari passu in all respects with or
junior in interest to the Debt  Securities  or (iii) make any payment  under any
guarantees of the Company that rank in all respects pari passu with or junior in
respect  to the  Capital  Securities  Guarantee  (other  than  (a)  repurchases,
redemptions or other  acquisitions of shares of capital stock of the Company (A)
in  connection  with any  employment  contract,  benefit  plan or other  similar
arrangement  with  or  for  the  benefit  of one or  more  employees,  officers,
directors or  consultants,  (B) in connection  with a dividend  reinvestment  or
stockholder  stock  purchase  plan or (C) in  connection  with the  issuance  of
capital stock of the Company (or securities  convertible into or exercisable for
such capital stock), as consideration in an acquisition transaction entered into
prior to the  applicable  Extension  Period,  (b) as a result  of any  exchange,
reclassification,  combination  or  conversion  of any  class or  series  of the
Company's  capital  stock (or any capital  stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's  indebtedness for any class or series of the Company's  capital
stock,  (c) the  purchase of  fractional  interests  in shares of the  Company's
capital stock pursuant to the conversion or exchange  provisions of such capital
stock or the security  being  converted or exchanged,  (d) any  declaration of a
dividend in connection  with any  stockholder's  rights plan, or the issuance of
rights,  stock or other  property  under any  stockholder's  rights plan, or the
redemption or repurchase of rights pursuant thereto,  or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock  issuable upon exercise of such  warrants,  options or other rights is the
same stock as that on which the  dividend is being paid or ranks pari passu with
or junior to such stock).  Prior to the termination of any Extension Period, the
Company may further extend such Extension  Period;  provided,  that no Extension
                                                    --------
Period (including all previous and further consecutive  extensions that are part
of such Extension  Period) shall exceed 20  consecutive  quarterly  periods,  or
extend beyond the Maturity  Date,  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 any Extension  Period or extend an Extension  Period  ("Notice") not later
than the related regular record date for the relevant Interest Payment Date. The
Notice shall describe 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, the Placement Agent 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
Placement  Agent,  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.
<PAGE>

              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
Securityholder'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  Securityholder'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  Securityholder upon said
provisions.

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

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

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



<PAGE>



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

                                         First Banks, Inc.


                                         By:  /s/ Lisa K. Vansickle
                                             -----------------------------------

                                         Name:    Lisa K. Vansickle
                                              ----------------------------------

                                         Title:   SVP - Chief Financial Officer
                                               ---------------------------------

         Dated: August 31, 2007


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

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

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


                                         By:  /s/ Greg Myers
                                            ------------------------------------
                                             Authorized Signatory

         Dated: August 31, 2007



<PAGE>
                               REVERSE OF SECURITY

         This  Debt  Security  is  one  of a  duly  authorized  series  of  Debt
Securities of the Company,  all issued or to be issued  pursuant to an Indenture
(the  "Indenture"),  dated as of August 31, 2007,  duly  executed and  delivered
between the  Company and LaSalle  Bank  National  Association,  as Trustee  (the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for a  description  of  the  rights,  limitations  of  rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the holders of the Debt Securities (referred to herein as the "Debt Securities")
of which this Debt  Security  is a part.  The  summary of the terms of this Debt
Security  contained  herein does not purport to be complete  and is qualified by
reference to the Indenture.

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

         The Company  shall also have the right to redeem this Debt  Security at
the  option of the  Company,  in whole or in part,  on any  March  15,  June 15,
September  15 or  December  15 on or after  September  15,  2012 (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.

         "Special Redemption Price" means, with respect to the redemption of any
Debt Security  following a Special Event, an amount in cash equal to 103.525% of
the principal  amount of Debt  Securities to be redeemed  prior to September 15,
2008 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            Percentage of Principal
             -----------------------------            -----------------------
         12-Month Period Beginning September 15               Amount
         --------------------------------------               ------

                        2008                                103.140%
                        2009                                102.355%
                        2010                                101.570%
                        2011                                100.785%
                2012 and thereafter                         100.000%

         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 Securityholder hereof upon the cancellation hereof.

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

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee,  with the  consent  of the  holders  of not  less  than a  majority  in
aggregate  principal  amount  of the Debt  Securities  at the  time  outstanding
affected  thereby,  as  specified  in the  Indenture,  to  execute  supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or  eliminating  any of the  provisions of the Indenture or of any  supplemental
indenture  or of  modifying  in any manner  the  rights of the  Securityholders;
provided,  however,  that no such  supplemental  indenture  shall,  among  other
--------   -------
things,  without  the  consent  of  the  holders  of  each  Debt  Security  then

<PAGE>

outstanding  and  affected  thereby  (i)  change the  Maturity  Date of any Debt
Security,  or reduce the  principal  amount  thereof or any  redemption  premium
thereon, or reduce the rate (or manner of calculation of the rate) or extend the
time of payment of interest  thereon,  or reduce  (other than as a result of the
maturity or earlier  redemption of any such Debt Security in accordance with the
terms of the  Indenture  and such  Debt  Security)  or  increase  the  aggregate
principal  amount of Debt  Securities  then  outstanding,  or change  any of the
redemption provisions,  or make the principal thereof or any interest or premium
thereon  payable in any coin or currency  other than United States  Dollars,  or
impair  or affect  the right of any  Securityholder  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  Securityholders,  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  Securityholder and upon all future holders and
owners of this Debt Security and of any Debt Security issued in exchange herefor
or  in  place  hereof  (whether  by  registration  of  transfer  or  otherwise),
irrespective  of whether or not any  notation of such  consent or waiver is made
upon this Debt Security.

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

         As provided in the Indenture and subject to certain  limitations herein
and therein set forth,  this Debt  Security is  transferable  by the  registered
holder hereof on the Debt Security  Register of the Company,  upon  surrender of
this Debt Security for  registration  of transfer at the office or agency of the
Trustee in Chicago,  Illinois 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  Securityholder'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 Securityholder 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).