EXHIBIT 4.1














                                FIRST BANKS, INC.
                                   as Company






                                    INDENTURE
                           Dated as of August 31, 2007


                        LASALLE BANK NATIONAL ASSOCIATION
                                   As Trustee


                       JUNIOR SUBORDINATED DEBT SECURITIES

                             Due September 15, 2037





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                                                  TABLE OF CONTENTS

                                                                                                      Page


                                                      ARTICLE I
                                                     DEFINITIONS

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

                                                      ARTICLE II
                                                   DEBT SECURITIES

SECTION 2.01.      Authentication and Dating.............................................................9

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

SECTION 2.03.      Form and Denomination of Debt Securities.............................................10

SECTION 2.04.      Execution of Debt Securities.........................................................10

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

SECTION 2.06.      Mutilated, Destroyed, Lost or Stolen Debt Securities.................................13

SECTION 2.07.      Temporary Debt Securities............................................................14

SECTION 2.08.      Payment of Interest..................................................................15

SECTION 2.09.      Cancellation of Debt Securities Paid, etc............................................16

SECTION 2.10.      Computation of Interest..............................................................16

SECTION 2.11.      Extension of Interest Payment Period.................................................18

SECTION 2.12.      CUSIP Numbers........................................................................19

SECTION 2.13.      Income Tax Certification.............................................................19

SECTION 2.14.      Global Debentures....................................................................19

                                                     ARTICLE III
                                         PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.      Payment of Principal, Premium and Interest; Agreed Treatment of the Debt
                   Securities...........................................................................21

SECTION 3.02.      Offices for Notices and Payments, etc................................................22

SECTION 3.03.      Appointments to Fill Vacancies in Trustee's Office...................................23

SECTION 3.04.      Provision as to Paying Agent.........................................................23

SECTION 3.05.      Certificate to Trustee...............................................................24

SECTION 3.06.      Additional Interest..................................................................24

SECTION 3.07.      Compliance with Consolidation Provisions.............................................25

SECTION 3.08.      Limitation on Dividends..............................................................25

SECTION 3.09.      Covenants as to the Trust............................................................25

                                                      ARTICLE IV
                                   LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.      Securityholders' Lists...............................................................26

SECTION 4.02.      Preservation and Disclosure of Lists.................................................26

SECTION 4.03.      Financial and Other Information......................................................27
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                                                      ARTICLE V
                         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

SECTION 5.01.      Events of Default....................................................................28

SECTION 5.02.      Payment of Debt Securities on Default; Suit Therefor.................................30

SECTION 5.03.      Application of Moneys Collected by Trustee...........................................31

SECTION 5.04.      Proceedings by Securityholders.......................................................32

SECTION 5.05.      Proceedings by Trustee...............................................................32

SECTION 5.06.      Remedies Cumulative and Continuing...................................................33

SECTION 5.07.      Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.......33

SECTION 5.08.      Notice of Defaults...................................................................34

SECTION 5.09.      Undertaking to Pay Costs.............................................................34

                                                      ARTICLE VI
                                                CONCERNING THE TRUSTEE

SECTION 6.01.      Duties and Responsibilities of Trustee...............................................35

SECTION 6.02.      Reliance on Documents, Opinions, etc.................................................36

SECTION 6.03.      No Responsibility for Recitals, etc..................................................37

SECTION 6.04.      Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May
                   Own Debt Securities..................................................................37

SECTION 6.05.      Moneys to be Held in Trust...........................................................37

SECTION 6.06.      Compensation and Expenses of Trustee.................................................38

SECTION 6.07.      Officers' Certificate as Evidence....................................................39

SECTION 6.08.      Eligibility of Trustee...............................................................39

SECTION 6.09.      Resignation or Removal of Trustee, Calculation Agent, Paying Agent or Debt
                   Security Registrar...................................................................39

SECTION 6.10.      Acceptance by Successor..............................................................41

SECTION 6.11.      Succession by Merger, etc............................................................42

SECTION 6.12.      Authenticating Agents................................................................42

                                                      ARTICLE VII
                                            CONCERNING THE SECURITYHOLDERS

SECTION 7.01.      Action by Securityholders............................................................43

SECTION 7.02.      Proof of Execution by Securityholders................................................44

SECTION 7.03.      Who Are Deemed Absolute Owners.......................................................44

SECTION 7.04.      Debt Securities Owned by Company Deemed Not Outstanding..............................45

SECTION 7.05.      Revocation of Consents; Future Securityholders Bound.................................45

                                                     ARTICLE VIII
                                              SECURITYHOLDERS' MEETINGS

SECTION 8.01.      Purposes of Meetings.................................................................45

SECTION 8.02.      Call of Meetings by Trustee..........................................................46

SECTION 8.03.      Call of Meetings by Company or Securityholders.......................................46

SECTION 8.04.      Qualifications for Voting............................................................46

SECTION 8.05.      Regulations..........................................................................47

SECTION 8.06.      Voting...............................................................................47

SECTION 8.07.      Quorum; Actions......................................................................48

SECTION 8.08.      Written Consent Without a Meeting....................................................48
<PAGE>

                                                      ARTICLE IX
                                               SUPPLEMENTAL INDENTURES

SECTION 9.01.      Supplemental Indentures without Consent of Securityholders...........................49

SECTION 9.02.      Supplemental Indentures with Consent of Securityholders..............................50

SECTION 9.03.      Effect of Supplemental Indentures....................................................51

SECTION 9.04.      Notation on Debt Securities..........................................................51

SECTION 9.05.      Evidence of Compliance of Supplemental Indenture to be furnished to Trustee..........52

                                                      ARTICLE X
                                               REDEMPTION OF SECURITIES

SECTION 10.01.     Optional Redemption..................................................................52

SECTION 10.02.     Special Event Redemption.............................................................52

SECTION 10.03.     Notice of Redemption; Selection of Debt Securities...................................52

SECTION 10.04.     Payment of Debt Securities Called for Redemption.....................................53

                                                      ARTICLE XI
                                  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01.     Company May Consolidate, etc., on Certain Terms......................................54

SECTION 11.02.     Successor Entity to be Substituted...................................................54

SECTION 11.03.     Opinion of Counsel to be Given to Trustee............................................55

                                                     ARTICLE XII
                                       SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01.     Discharge of Indenture...............................................................55

SECTION 12.02.     Deposited Moneys to be Held in Trust by Trustee......................................56

SECTION 12.03.     Paying Agent to Repay Moneys Held....................................................56

SECTION 12.04.     Return of Unclaimed Moneys...........................................................56

                                                     ARTICLE XIII
                           IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01.     Indenture and Debt Securities Solely Corporate Obligations...........................57

                                                     ARTICLE XIV
                                              MISCELLANEOUS PROVISIONS

SECTION 14.01.     Successors...........................................................................57

SECTION 14.02.     Official Acts by Successor Entity....................................................57

SECTION 14.03.     Surrender of Company Powers..........................................................57

SECTION 14.04.     Addresses for Notices, etc...........................................................57

SECTION 14.05.     Governing Law........................................................................58

SECTION 14.06.     Evidence of Compliance with Conditions Precedent.....................................58

SECTION 14.07.     Non-Business Days....................................................................58

SECTION 14.08.     Table of Contents, Headings, etc.....................................................59

SECTION 14.09.     Execution in Counterparts............................................................59

SECTION 14.10.     Severability.........................................................................59

SECTION 14.11.     Assignment...........................................................................59

SECTION 14.12.     Acknowledgment of Rights.............................................................59
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                                                      ARTICLE XV
                                           SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.     Agreement to Subordinate.............................................................60

SECTION 15.02.     Default on Senior Indebtedness.......................................................60

SECTION 15.03.     Liquidation; Dissolution; Bankruptcy.................................................61

SECTION 15.04.     Subrogation..........................................................................62

SECTION 15.05.     Trustee to Effectuate Subordination..................................................63

SECTION 15.06.     Notice by the Company................................................................63

SECTION 15.07.     Rights of the Trustee, Holders of Senior Indebtedness................................64

SECTION 15.08.     Subordination May Not Be Impaired....................................................64


EXHIBITS

EXHIBIT A         FORM OF DEBT SECURITY

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              THIS INDENTURE,  dated as of August 31, 2007, between First Banks,
Inc., a bank holding  company  incorporated in Missouri  (hereinafter  sometimes
called  the  "Company"),  and  LaSalle  Bank  National  Association  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 September
15, 2037 (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.

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

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

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

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

              "Business Day" means any day other than a Saturday,  Sunday or any
other day on which banking institutions in Wilmington,  Delaware,  New York City
or the city of the Principal  Office of the Trustee or the Company are permitted
or required by any applicable law or executive order to close.

              "Calculation  Agent" means the Person  identified  as "Trustee" in
the  first  paragraph  hereof  with  respect  to the  Debt  Securities  and  the
Institutional Trustee with respect to the Trust Securities.

              "Capital  Securities" means undivided  beneficial interests in the
assets of the Trust which are designated as "TP  Securities" and rank pari passu
with Common Securities issued by the Trust; provided,  however, that if an Event
of Default (as defined in the Declaration)  has occurred and is continuing,  the
rights  of  holders  of  such  Common   Securities  to  payment  in  respect  of
distributions  and payments  upon  liquidation,  redemption  and  otherwise  are
subordinated  to the rights of holders of such Capital  Securities.  The Capital
Securities  sold  by the  Trust  to the  initial  purchaser(s)  pursuant  to the
Placement  Agreement and the Capital Securities  Purchase  Agreement(s) shall be
issued in book entry form,  registered  in the name of Cede & Co., as nominee on
behalf  of the  Depository  Trust  Company,  without  coupons,  and  held by the
Institutional Trustee as custodian for the Depository Trust Company.
<PAGE>

              "Capital Securities  Guarantee" means the guarantee agreement that
the Company  will enter into with  LaSalle 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, if the Company is organized and
existing  under  the laws of the  United  States  or any  state  thereof  or the
District of Columbia,  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) any
amendment to, or change in, the laws,  rules or regulations of the United States
or any political  subdivision  thereof or therein,  or any rules,  guidelines or
policies  of any  applicable  regulatory  authority  for the  Company or (b) 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 any  successor
regulatory   authority  with   jurisdiction   over  bank  or  financial  holding
companies),  as then in effect and  applicable to the Company (or if the Company
is not a bank holding company,  such guidelines applied to the Company as if the
Company were subject to such guidelines);  provided, however, that the inability
of the Company to treat all or any portion of the aggregate  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.

              "Certificate"  means  a  certificate  signed  by  any  one  of the
principal  executive officer,  the principal  financial officer or the principal
accounting officer of the Company.

              "Common  Securities" means undivided  beneficial  interests in the
assets of the Trust which are  designated as "Common  Securities"  and rank pari
passu with Capital Securities issued by the Trust; provided, however, that if an
Event of Default (as defined in the Declaration) has occurred and is continuing,
the  rights of  holders  of such  Common  Securities  to  payment  in respect of
distributions  and payments  upon  liquidation,  redemption  and  otherwise  are
subordinated to the rights of holders of such Capital Securities.

              "Company"  means  First  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.

              "Debt  Security  Registrar"  has the meaning  specified in Section
2.05.

              "Declaration" means the Amended and Restated  Declaration of Trust
of the Trust dated as of August 31, 2007, as amended or  supplemented  from time
to time.

              "Default"  means any event,  act or condition  that with notice or
lapse of time, or both, would constitute an Event of Default.

              "Defaulted Interest" has the meaning set forth in Section 2.08.

              "Deferred Interest" has the meaning set forth in Section 2.11.

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

              "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.
<PAGE>

              "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.

              "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 March 15, June 15, September 15 and
December 15 of each year,  commencing  on December 15, 2007,  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, equal to LIBOR, as determined on the LIBOR
Determination  Date  for such  Interest  Payment  Date,  plus  2.30%;  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).

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

              "Maturity Date" means September 15, 2037.

              "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.
<PAGE>

              "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.

              "Placement Agent" means Cohen & Company.

              "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 135 S.
LaSalle Street,  Suite 1511,  Chicago,  Illinois 60603, Attn: CDO Trust Services
Group - First Bank Statutory Trust X.

              "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.

              "Responsible  Officer"  means,  with respect to the  Trustee,  any
officer  within  the CDO Trust  Services  Group in 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.
<PAGE>

              "Senior  Indebtedness" means, with respect to the Company, (i) the
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  notes,  bonds or other similar  instruments  issued by the Company;
(ii) all capital lease obligations of the Company;  (iii) all obligations of the
Company  issued or assumed  as the  deferred  purchase  price of  property,  all
conditional  sale  obligations of the Company and all obligations of the Company
under any title  retention  agreement  (but  excluding  trade  accounts  payable
arising in the ordinary course of business); (iv) all obligations of the Company
for the  reimbursement  of any letter of credit,  any banker's  acceptance,  any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement,  any obligation under options
or any similar  credit or other  transaction;  (v) all  obligations  of the type
referred to in clauses (i) through  (iv) above of other  Persons for the payment
of which  the  Company  is  responsible  or  liable  as  obligor,  guarantor  or
otherwise;  and (vi) all  obligations  of the type  referred  to in clauses  (i)
through (v) above of other Persons  secured by any lien on any property or asset
of the  Company  (whether  or not such  obligation  is assumed by the  Company),
whether  incurred  on or  prior  to the  date of this  Indenture  or  thereafter
incurred,  unless,  with  the  prior  approval  of the  Federal  Reserve  if not
otherwise  generally  approved,  it is  provided in the  instrument  creating or
evidencing  the same or  pursuant  to which the same is  outstanding,  that such
obligations  are not  superior or are pari passu in right of payment to the Debt
Securities;  provided,  however,  that Senior Indebtedness shall not include (A)
any debt  securities  issued to any trust  other than the Trust (or a trustee of
such trust) that is a financing  vehicle of the Company (a "financing  entity"),
in  connection  with the  issuance by such  financing  entity of equity or other
securities   in   transactions   substantially   similar  in  structure  to  the
transactions  contemplated  hereunder and in the Declaration  (each of which are
pari passu in all respects with the Debt Securities),  (B) any guarantees of the
Company in respect of the equity or other  securities  of any  financing  entity
referred  to in  clause  (A) above or (C) any other  instruments  classified  as
subordinated  or pari passu to the Debt  Securities by the Federal  Reserve from
time to time hereafter.

              "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
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:
<TABLE>
<CAPTION>

                         Special Redemption During the                 Percentage of Principal
                         -----------------------------                 -----------------------
                     12-Month Period Beginning September 15                     Amount
                     --------------------------------------                     ------

<S>                                   <C>                                      <C>
                                      2008                                     103.140%
                                      2009                                     102.355%
                                      2010                                     101.570%
                                      2011                                     100.785%
                               2012 and thereafter                             100.000%
</TABLE>

              "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.
<PAGE>

              "Tax  Event"  means the receipt by the Company and the Trust of an
Opinion of Counsel  experienced  in such matters to the effect that, as a result
of any amendment to or change  (including any announced  prospective  change) in
the laws or any  regulations  thereunder  of the United  States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  administrative  pronouncement  (including  any private  letter ruling,
technical advice memorandum,  regulatory  procedure,  notice or announcement (an
"Administrative  Action")) or judicial  decision  interpreting  or applying such
laws or  regulations,  regardless  of  whether  such  Administrative  Action  or
judicial decision is issued to or in connection with a proceeding  involving the
Company  or the Trust and  whether or not  subject  to review or  appeal,  which
amendment, clarification,  change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance
of the Debt Securities,  there is more than an insubstantial  risk that: (i) the
Trust  is, or will be within  90 days of the date of such  opinion,  subject  to
United States federal  income tax with respect to income  received or accrued on
the Debt  Securities;  (ii) if the Company is organized  and existing  under the
laws of the United  States or any state  thereof or the  District  of  Columbia,
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 X, 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 X.

              "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  $15,464,000  may be executed and delivered by the Company to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery  said Debt  Securities to or upon the written order of the Company,
signed by its Chairman of the Board of Directors,  Vice  Chairman,  President or
Chief  Financial  Officer or one of its Vice  Presidents,  without  any  further
action by the Company  hereunder.  In authenticating  such Debt Securities,  and
accepting the  additional  responsibilities  under this Indenture in relation to
such Debt Securities,  the Trustee shall be entitled to receive, and (subject to
Section  6.01)  shall be fully  protected  in  relying  upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate record of any action taken pursuant to such resolution, in each case
certified  by the  Secretary or an Assistant  Secretary or other  officers  with
appropriate delegated authority of the Company as the case may be.

              The Trustee  shall have the right to decline to  authenticate  and
deliver any Debt Securities under this Section if the Trustee,  being advised by
counsel,  determines  that  such  action  may  not  lawfully  be  taken  or if a
Responsible  Officer  of the  Trustee in good faith  shall  determine  that such
action   would   expose  the   Trustee  to   personal   liability   to  existing
Securityholders.  The  Trustee  shall also be  entitled to receive an opinion of
counsel  to the  effect  that (1) all  conditions  precedent  to the  execution,
delivery and  authentication of the Debt Securities have been complied with; (2)
the Debt Securities are not required to be registered  under the Securities Act;
and (3) the Indenture is not required to be qualified  under the Trust Indenture
Act.
<PAGE>

              The  definitive   Debt   Securities   shall  be  typed,   printed,
lithographed  or  engraved on steel  engraved  borders or may be produced in any
other manner,  all as determined by the officers executing such Debt Securities,
as evidenced by their execution of such Debt Securities.

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

              The Trustee's certificate of authentication on all Debt Securities
shall be in substantially the following form:

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

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

                                By
                                  -------------------------------
                                        Authorized Signatory

        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 any 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,
under its corporate seal (if legally required),  which may be affixed thereto or
printed,  engraved or otherwise  reproduced  thereon, by facsimile or otherwise,
and which need not be attested.  Only such Debt Securities as shall bear thereon
a certificate of authentication substantially in the form herein before recited,
executed by the Trustee or the  Authenticating  Agent by the manual signature of
an authorized officer, shall be entitled to the benefits of this Indenture or be
valid or  obligatory  for any purpose.  Such  certificate  by the Trustee or the
Authenticating  Agent upon any Debt  Security  executed by the Company  shall be
conclusive  evidence  that the Debt  Security  so  authenticated  has been  duly
authenticated and delivered hereunder and that the Securityholder is entitled to
the benefits of this Indenture.

              In case any  officer of the  Company  who shall have signed any of
the Debt Securities shall cease to be such officer before the Debt Securities so
signed  shall  have been  authenticated  and  delivered  by the  Trustee  or the
Authenticating  Agent,  or  disposed  of by the  Company,  such Debt  Securities
nevertheless  may be  authenticated  and  delivered or disposed of as though the
Person who signed such Debt  Securities had not ceased to be such officer of the
Company;  and any Debt  Security  may be signed on behalf of the Company by such
Persons as, at the actual date of the execution of such Debt Security,  shall be
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 Trustee, in its capacity as "Debt Security  Registrar",  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 Debt
Security  Registrar 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.
<PAGE>

              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
Securityholder or such Securityholder's attorney duly authorized in writing.

              Neither  the  Trustee  nor the Debt  Security  Registrar  shall be
responsible for ascertaining  whether any transfer  hereunder  complies with the
registration  provisions of or any exemptions from the Securities Act (under and
as  defined  in  the  Declaration),  applicable  state  securities  laws  or the
applicable  laws of any other  jurisdiction,  ERISA,  the United States Internal
Revenue Code of 1986, as amended,  or the  Investment  Company Act (under and as
defined in the Declaration).

              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 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.
<PAGE>

              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.

        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 on each Interest
Payment Date commencing on December 15, 2007. 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 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.

              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  Securityholder  on the relevant
regular  record  date by  virtue of having  been such  Securityholder,  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.
<PAGE>

              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  Indenture  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,  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.  The Trustee shall dispose of all
canceled Debt Securities in accordance with its customary practices,  unless the
Company  otherwise  directs the  Trustee in  writing,  in which case the Trustee
shall dispose of such Debt Securities as directed by the Company. If the Company
shall acquire any of the Debt Securities,  however,  such acquisition  shall not
operate as a redemption or satisfaction of the indebtedness  represented by such
Debt  Securities  unless and until the same are  surrendered  to the Trustee for
cancellation.

        SECTION 2.10.   Computation of Interest.
                        -----------------------

              (a)  The amount of  interest  payable  for  any  Interest  Payment
Period will be  computed on the basis of a 360-day year and the actual number of
days elapsed  in the  relevant interest period; provided, however, that upon the
                                                --------  -------
occurrence of a Special Event  Redemption  pursuant to Section 10.02 the amounts
payable  pursuant  to this  Indenture  shall be  calculated  as set forth in the
definition of Special Redemption Price.

              (b)  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 March 15, June 15, September 15
              and December 15 (or,  with respect to the first  Interest  Payment
              Period, on August 29, 2007) (each such day, a "LIBOR Determination
              Date" for the following Interest Payment Period),  the Calculation
              Agent shall obtain the rate for  three-month  U.S. Dollar deposits
              in  Europe,  which  appears on  Reuters  Screen  LIBOR 01 Page (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 page as of 11:00 a.m. (London time)
              on  such  LIBOR  Determination  Date,  as  reported  by  Bloomberg
              Financial  markets  Commodities  News  or  any  successor  service
              ("Reuters  Screen"),  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 Chicago,  Illinois
              are  authorized  or  obligated  by law or  executive  order  to be
              closed.  If  such  rate  is  superseded  on  Reuters  Screen  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 Reuters Screen,  the  Calculation  Agent shall determine
              the  arithmetic  mean of the offered  quotations  of the Reference
              Banks (as defined below) to leading banks in the London  Interbank
              market  for  three-month  U.S.  Dollar  deposits  in Europe (in an
              amount  determined  by the  Calculation  Agent)  by  reference  to
              requests for  quotations as of  approximately  11:00 a.m.  (London
              time) on the  LIBOR  Determination  Date  made by the  Calculation
              Agent to the Reference Banks. If, on any LIBOR Determination Date,
              at least two of the Reference Banks provide such quotations, LIBOR
              shall equal the  arithmetic  mean of such  quotations.  If, on any
              LIBOR  Determination Date, only one or none of the Reference Banks
              provide  such  a  quotation,  LIBOR  shall  be  deemed  to be  the

<PAGE>

              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)  As soon as practicable  following  each  LIBOR  Determination
Date, but in no event later than the 30th day following such LIBOR Determination
Date,  the  Calculation  Agent  shall  notify,  in  writing,  the  Company,  the
Institutional  Trustee 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 any  Securityholder,  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 Securityholders.  Any error in a calculation of the Interest Rate by the
Calculation Agent may be corrected at any time by the delivery of notice of such
corrected Interest Rate as provided above. 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.  Failure to notify the Company,  the
Institutional  Trustee or the Paying Agent of the applicable Interest Rate shall
not affect the  obligation  of the Company to make payment on Debentures at such
Interest Rate.

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

              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  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. During any Extension  Period,  interest will continue to accrue on
the Debt  Securities,  and  interest  on such  accrued  interest  (such  accrued
interest and interest  thereon  referred to herein as "Deferred  Interest") will
accrue at an annual  rate equal to the  Interest  Rate  applicable  during  such
Extension  Period,  compounded  quarterly  from the date such Deferred  Interest
would have been  payable  were it not for the  Extension  Period,  to the extent
permitted  by law. No interest  or  Deferred  Interest  shall be due and payable
during an Extension  Period,  except at the end thereof.  At the end of any such
Extension  Period the Company  shall pay all Deferred  Interest then accrued and
unpaid on the Debt Securities;  provided,  however, that no Extension Period may
                                --------   -------
extend beyond the Maturity  Date,  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

<PAGE>

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,  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,  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.

        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.   Income Tax Certification.
                        ------------------------

              As a condition  to the payment of any  principal of or interest on
the Debt Securities without the imposition of withholding tax, the Trustee shall
require the previous  delivery of properly  completed and signed applicable U.S.
federal income tax certifications  (generally,  an Internal Revenue Service Form
W-9 (or  applicable  successor  form) in the case of a person  that is a "United
States person" within the meaning of Section 7701 (a)(30) of the Code (under and
as defined in the  Declaration)  or an  Internal  Revenue  Service  Form W-8 (or
applicable  successor form) in the case of a person that is not a "United States
person"  within the meaning of Section  7701(a)(30)  of the Code,  and any other
certification  acceptable  to it to enable the  Trustee  or any Paying  Agent to
determine their  respective  duties and liabilities with respect to any taxes or
other charges that they may be required to pay, deduct or withhold in respect of
such Debt Securities.

        SECTION 2.14.   Global Debentures.
                        -----------------

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

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

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

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

              (e) Debt Securities  distributed to holders of Book-Entry  Capital
Securities (as defined in the Trust Agreement) upon the dissolution of the Trust
shall be distributed in the form of one or more Global Debentures  registered in
the name of a Depositary or its nominee,  and  deposited  with the Debt Security
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 Security 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  Security  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  Securityholders  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
Securityholders  to the Paying  Agent no later  than the  related  record  date.
Notwithstanding anything to the contrary contained in this Indenture or any Debt
Security,  if the Trust or the  Trustee  of the Trust is the  holder of any Debt
Security,  then all payments in respect of such Debt  Security  shall be made by
the Company in immediately available funds when due.

              (b)  The Company  and each of the  Securityholders  will treat the
Debt  Securities  as  indebtedness,  and the  amounts,  other than  payments  of
principal, payable in respect of the principal amount of such Debt Securities as
interest,  for all U.S. federal income tax purposes.  All payments in respect of
the Debt Securities  will be made free and clear of U.S.  withholding tax to any
beneficial  owner thereof that has provided (i) an Internal Revenue Service Form
W-9 or W-8BEN (or any  substitute or successor  form)  establishing  its U.S. or
non-U.S.  status  for U.S.  federal  income tax  purposes,  and  establishing  a
complete exemption from U.S.  withholding tax, or (ii) any other applicable form
establishing a complete exemption from U.S. withholding tax.

              (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 this Indenture 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 premium, if any, 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  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  hereby  appoints the Trustee at LaSalle Bank National  Association,
135 South LaSalle Street, Suite 1511, Chicago,  Illinois 60603,  Attention:  CDO
Trust Services Group - First Bank Statutory Trust X as such office or agency. In
case the Company  shall fail to  maintain  any such office 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 other  offices or  agencies  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 for the purposes
above  mentioned.  The Company will give to the Trustee prompt written notice of
any such designation or rescission thereof.
<PAGE>

        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
              Securityholders;

                   (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  Securityholders  a sum
sufficient  to pay such  payments so becoming due and will notify the Trustee in
writing of any failure to take such action and of any failure by the Company (or
by any other obligor under the Debt  Securities) to make any payment on the Debt
Securities when the same shall become due and payable.

              Whenever the Company  shall have one or more Paying Agents for the
Debt  Securities,  it will,  on or prior to each due date of the payments on the
Debt  Securities,  deposit  with a  Paying  Agent  a sum  sufficient  to pay all
payments  so becoming  due,  such sum to be held in trust for the benefit of the
Persons  entitled  thereto and (unless  such Paying  Agent is the  Trustee)  the
Company shall promptly notify the Trustee in writing of its action or failure to
act.

              (c)  Anything    in    this    Section    3.04   to  the  contrary
notwithstanding, the Company may, at any time,  for  the  purpose  of  obtaining
a satisfaction and discharge with respect to the  Debt  Securities, or  for  any
other reason, pay, ordirect 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.
<PAGE>

        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),  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 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 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
Securityholders  (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  Security
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 Securityholders  (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
Securityholders  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 the election
of the Company, either:

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

                   (2)  inform  such applicants as to the approximate  number of
              Securityholders   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.
<PAGE>

              If the Company 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  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 of the Company to the effect that 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  Securityholder,  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
Securityholders  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 the Trustee to hold on behalf of each
Securityholder  (1) each  Report  on Form  10-K and Form  10-Q  prepared  by the
Company and filed with the Securities 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 Trustee to hold
on behalf of each  Securityholder  as is required by the Code and the income tax
regulations of the U.S. Treasury thereunder.

              The Company  will cause  copies of each FR Y-9 to be  delivered to
the Trustee to hold on behalf of the  Securityholder  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
<PAGE>

              (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
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).

              With  respect  to clause (d) of this  Section  5.01,  the  Company
agrees  that in the  event  of a  breach  by the  Company  of its  covenants  or
agreements  mentioned  therein,  any  remedy  at law  or in  damages  may  prove
inadequate  and therefore the Company  agrees that the Trustee shall be entitled
to  injunctive  relief  against  the  Company  in the  event  of any  breach  or
threatened  breach by the Company,  in addition to any other  relief  (including
damages) available to the Trustee under this Indenture or under law.

              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

<PAGE>

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,  and in each and 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 Securityholders  shall be restored respectively
to their several  positions and rights hereunder,  and all rights,  remedies and
powers of the Company,  the Trustee and the  Securityholders  shall  continue as
though no such proceeding had been taken.

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

              The  Company  covenants  that upon the  occurrence  of an Event of
Default  pursuant to paragraphs  (c), (e), (f) or (g) of Section 5.01,  and upon
demand of the Trustee,  the Company will pay to the Trustee,  for the benefit of
the  Securityholders,  the whole  amount  that then  shall  have  become due and
payable on all Debt Securities  including  Deferred Interest accrued on the Debt
Securities; and, in addition thereto, such further amount as shall be sufficient
to  cover  the  costs  and  expenses  of  collection,   including  a  reasonable
compensation to the Trustee,  its agents,  attorneys and counsel,  and any other
amounts due to the Trustee  under  Section  6.06. In case the Company shall fail
forthwith to pay such amounts upon such demand, the Trustee, in its own name and
as trustee of an express trust, shall be entitled and empowered to institute any
actions or proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any other obligor on such Debt  Securities and collect in the manner provided by
law out of the  property  of the  Company  or any  other  obligor  on such  Debt
Securities wherever situated the moneys adjudged or decreed to be payable.

              In case there shall be pending  proceedings  for the bankruptcy or
for  the  reorganization  of  the  Company  or any  other  obligor  on the  Debt
Securities  under  Bankruptcy  Law, or in case a receiver or trustee  shall have
been appointed for the property of the Company or such other obligor,  or in the
case of any other similar judicial  proceedings relative to the Company or other
obligor upon the Debt Securities, or to the creditors or property of the Company
or such other obligor, the Trustee, irrespective of whether the principal of the
Debt  Securities  shall  then be due and  payable  as  therein  expressed  or by
declaration of acceleration or otherwise and irrespective of whether the Trustee
shall have made any demand  pursuant to the  provisions  of this  Section  5.02,
shall  be  entitled  and  empowered,  by  intervention  in such  proceedings  or
otherwise, to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Debt  Securities and, in case of
any  judicial  proceedings,  to file such  proofs  of claim and other  papers or
documents  as may be  necessary  or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all other amounts due to the Trustee under Section 6.06) and of
the Securityholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Debt Securities,  or to the creditors or property of
the Company or such other  obligor,  unless  prohibited  by  applicable  law and
regulations,  to vote on  behalf of the  Securityholders  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.
<PAGE>

              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
Securityholders.

              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  Securityholders,  and it shall not be necessary to make any Securityholders
parties to any such proceedings.

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

              Any  moneys  collected  by the  Trustee  shall be  applied  in the
following  order,  at the  date  or  dates  specified  pursuant  hereto  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  Securityholder  shall  have any right to  institute  any suit,
action or  proceeding  for any  remedy  hereunder,  unless  such  Securityholder
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 Securityholder shall have any right to prejudice the rights of
--------
any other  Securityholder,  obtain  priority or  preference  over any other such
Securityholder  or enforce any right under this  Indenture  except in the manner
herein  provided  and  for  the  equal,   ratable  and  common  benefit  of  all
Securityholders.

              Notwithstanding  any other provisions in this Indenture,  however,
the right of any Securityholder 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  Securityholder.  For the protection and  enforcement of the
provisions of this Section,  each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

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

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

        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  Securityholders,  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  Securityholder  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
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
Securityholders   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.
<PAGE>

        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 Securityholders 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  Securityholder  by
such  Securityholder'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 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
<PAGE>

                   (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;

              (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 Securityholder,  except with respect to an Event of Default
pursuant to Sections 5.01(a),  5.01(b) or 5.01(c) 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;

              (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;
<PAGE>

              (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 aggregate  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
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
between Cohen & Company,  the Trustee and the Company, 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

<PAGE>

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 (e), (f) or (g) 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.

              Notwithstanding anything in this Indenture or any Debt Security to
the contrary,  the Trustee shall have no obligation  whatsoever to advance funds
to pay any principal of or interest on or other amounts with respect to the Debt
Securities or otherwise advance funds to or on behalf of the Company.

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

              Except as otherwise  provided in Sections 6.01 and 6.02,  whenever
in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking
or omitting any action hereunder,  such matter (unless other evidence in respect
thereof be herein  specifically  prescribed)  may, in the absence of negligence,
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  banking  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
banking 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 banking  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 banking 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.
<PAGE>

        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 Securityholders 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.

              (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  Securityholders  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.

        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,

<PAGE>

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  reasonable  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  Securityholders 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.

        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

<PAGE>

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.

              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  Securityholders  as the names
and addresses of such Securityholders  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
between Cohen & Company,  the Company and the Trustee, 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 Securityholders  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
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  holders 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.
<PAGE>

        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 Securityholder for the
time  being or upon such  Securityholder's  order  shall be valid,  and,  to the
extent  of the sum or sums so paid,  effectual  to  satisfy  and  discharge  the
liability for moneys payable upon any such Debt Security.

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

              In  determining  whether  the holders of the  requisite  aggregate
principal amount of Debt Securities have concurred in any direction,  consent or
waiver under this Indenture,  Debt Securities  which are owned by the Company or
any other obligor on the Debt Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company (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  Securityholder (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  Securityholder  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.
<PAGE>

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

        SECTION 8.01.   Purposes of Meetings.
                        --------------------

              A meeting  of  Securityholders  may be called at any time and from
time to time  pursuant to the  provisions  of this  Article  VIII for any of the
following purposes:

              (a)  to give any notice to the  Company or to the  Trustee,  or to
give any directions to the Trustee,  or to consent to the waiving of any default
hereunder  and its  consequences,  or to take any other action  authorized to be
taken by Securityholders pursuant to any of the provisions of Article V;

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

              (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  Chicago,  Illinois  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  Securityholders  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 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.

              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.
<PAGE>

              Subject to the  provisions  of Section  7.04,  at any meeting each
Securityholder  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 Securityholder;  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
Securityholders  with  respect to which  such  meeting is being held shall be by
written   ballots  on  which  shall  be  subscribed   the   signatures  of  such
Securityholders  or of their  representatives  by proxy and the serial number or
numbers  of the Debt  Securities  held or  represented  by them.  The  permanent
chairman of the meeting  shall  appoint two  inspectors of votes who shall count
all votes cast at the meeting for or against any  resolution  and who shall make
and file with the secretary of the meeting  their  verified  written  reports in
triplicate  of all  votes  cast at the  meeting.  A record in  duplicate  of the
proceedings  of  each  meeting  of  Securityholders  shall  be  prepared  by the
secretary of the meeting and there shall be attached to said record the original
reports  of the  inspectors  of votes on any vote by ballot  taken  thereat  and
affidavits by one or more Persons having  knowledge of the facts setting forth a
copy of the notice of the  meeting  and  showing  that said notice was mailed as
provided in Section 8.02.  The record shall show the serial  numbers of the Debt
Securities  voting in favor of or against any  resolution.  The record  shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates  shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto  the ballots  voted at the  meeting.  Any record so signed and  verified
shall be conclusive evidence of the matters therein stated.

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

              The Persons  entitled to vote a majority in outstanding  principal
amount  of the Debt  Securities  shall  constitute  a quorum  for a  meeting  of
Securityholders;  provided,  however,  that if any action is to be taken at such
                  --------   -------
meeting  with  respect  to  a  consent,   waiver,   request,   demand,   notice,
authorization,  direction  or other  action which may be given by the holders of
not less than a specified percentage in outstanding principal amount of the Debt
Securities,  the Persons  holding or representing  such specified  percentage in
outstanding principal amount of the Debt Securities will constitute a quorum. In
the  absence of a quorum  within 30 minutes of the time  appointed  for any such
meeting,  the meeting shall, if convened at the request of  Securityholders,  be
dissolved.  In any other case the meeting may be  adjourned  for a period of not
less than 10 days as determined  by the permanent  chairman of the meeting prior
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
Securityholders  duly held in  accordance  with this Section shall be binding on
all the Securityholders, whether or not present or represented at the meeting.
<PAGE>

        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.

                                   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 Securityholders
as the  Board of  Directors  shall  consider  to be for the  protection  of such
Securityholders,  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 Securityholders;

              (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 Securityholders);

              (e)  to evidence  and provide for the  acceptance  of  appointment
hereunder by a successor  Trustee with respect to the Debt Securities and to add
to or change any of the  provisions  of this  Indenture as shall be necessary to
provide for or facilitate  the  administration  of the trusts  hereunder by more
than one Trustee, pursuant to the requirements of Section 6.10;

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

              (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 Securityholders.

              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  Securityholders  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,  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 Securityholders;  provided, however, that no such supplemental
                                    --------  -------
indenture  shall  without such 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
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 Securityholder,  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.

              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.
<PAGE>

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

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

        SECTION 9.04.   Notation on Debt Securities.
                        ---------------------------

              Debt Securities authenticated and delivered after the execution of
any  supplemental  indenture  pursuant to the  provisions of this Article IX may
bear a notation as to any matter provided for in such supplemental indenture. If
the Company or the Trustee shall so determine,  new Debt  Securities so modified
as to conform,  in the opinion of the Board of Directors of the Company,  to any
modification of this Indenture contained in any such supplemental  indenture may
be prepared  and executed by the  Company,  authenticated  by the Trustee or the
Authenticating  Agent and  delivered  in exchange for the Debt  Securities  then
outstanding.

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

              The Trustee,  subject to the provisions of Sections 6.01 and 6.02,
shall,  in  addition to the  documents  required  by Section  14.06,  receive an
Officers'  Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental  indenture  executed pursuant hereto complies with the requirements
of this  Article  IX.  The  Trustee  shall  receive  an  Opinion  of  Counsel as
conclusive  evidence that any supplemental  indenture  executed pursuant to this
Article IX is  authorized  or  permitted  by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee  under the  provisions  of this
Article IX to join in the execution thereof.

                                    ARTICLE X

                            REDEMPTION OF SECURITIES

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

              At any time the  Company  shall  have the  right,  subject  to the
receipt by the Company of prior  approval  from any  regulatory  authority  with
jurisdiction over the Company if such approval is then required under applicable
capital 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  March  15,  June 15,
September  15 or December  15 on or after  September  15, 2012 (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  Securityholders  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 Securityholder 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.
<PAGE>

              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.

              On the  Business Day prior to 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,
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 Securityholders
or holders of Capital Securities, as the case may be, after payment of all taxes

<PAGE>

(including  withholding  taxes),  duties,   assessments  or  other  governmental
charges,  will be equal to the amounts that such  Securityholders  or holders of
Capital Securities 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
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)

<PAGE>

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
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  Securityholders  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  Securityholder  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 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, duly signed by
the party giving such notice,  and shall be delivered by facsimile  (which shall
be  followed  by notice  delivered  or mailed by first  class mail) or mailed by
first class mail to the Company at:

                                First Banks, Inc.
                          600 James S. McDonnell Blvd.
                            Hazelwood, Missouri 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
LaSalle Bank National Association at:

                      135 South LaSalle Street, Suite 1511
                             Chicago, Illinois 60603
          Attn: CDO Trust Services Group - First Bank Statutory Trust X
                           Greg Myers - (312) 904-0283
                             greg.myers@abnamro.com

        SECTION 14.05.  Governing Law.
                        -------------

              This Indenture and the Debt Securities  shall each be governed by,
and construed in  accordance  with,  the laws of the State of New York,  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 and the  definitions
relating  thereto;  (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.
<PAGE>

        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,
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).

        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.

        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 and the
Debt Securities 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  Securityholder  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.


<PAGE>

                                 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  Securityholder,  whether upon original
issue or upon transfer or assignment thereof,  accepts and agrees to be bound by
such provisions.

              The  payment  by the  Company  of  the  payments  due on all  Debt
Securities  issued hereunder and under any Additional  Provisions  shall, to the
extent and in the manner  hereinafter set forth,  be subordinated  and junior in
right of payment to the prior payment in full of all Senior  Indebtedness of the
Company,  whether  outstanding  at the  date of  this  Indenture  or  thereafter
incurred.

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

        SECTION 15.02.  Default on Senior Indebtedness.
                        ------------------------------

              In the event and during  the  continuation  of any  default by the
Company in the payment of principal,  premium, interest or any other payment due
on any Senior Indebtedness of the Company following any applicable grace period,
or in the event that the maturity of any Senior  Indebtedness of the Company has
been  accelerated  because  of a  default,  and such  acceleration  has not been
rescinded  or canceled and such Senior  Indebtedness  has not been paid in full,
then,  in either case,  no payment  shall be made by the Company with respect to
the payments due on the Debt Securities.

              In the event  that,  notwithstanding  the  foregoing,  any payment
shall be  received  by the  Trustee  when  such  payment  is  prohibited  by the
preceding  paragraph  of this Section  15.02,  such  payment  shall,  subject to
Section  15.06,  be held in trust for the  benefit of, and shall be paid over or
delivered  to,  the  holders  of  Senior   Indebtedness   or  their   respective
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any of such Senior  Indebtedness may have been issued, as their respective
interests  may  appear,  but only to the extent  that the  holders of the Senior
Indebtedness (or their  representative or  representatives  or a trustee) notify
the Trustee in writing  within 90 days of such  payment of the amounts  then due
and owing on the Senior  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.
<PAGE>

              In the event that,  notwithstanding the foregoing,  any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities,  prohibited by the  foregoing,  shall be received by the
Trustee  before  all Senior  Indebtedness  of the  Company  is paid in full,  or
provision is made for such payment in money in accordance  with its terms,  such
payment or  distribution  shall be held in trust for the benefit of and shall be
paid over or  delivered  to the  holders of such  Senior  Indebtedness  or their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company,  for  application to the payment of all Senior  Indebtedness of the
Company remaining unpaid to the extent necessary to pay such Senior Indebtedness
in full in money in  accordance  with its  terms,  after  giving  effect  to any
concurrent  payment or distribution to or for the benefit of the holders of such
Senior Indebtedness.

              For  purposes  of this  Article XV, the words  "cash,  property or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is  subordinated at least to the extent provided in this Article XV with respect
to the Debt Securities to the payment of all Senior Indebtedness of the Company,
that may at the time be outstanding, provided, that (a) such Senior Indebtedness
                                     --------
is  assumed  by  the  new   corporation,   if  any,   resulting  from  any  such
reorganization or readjustment, and (b) the rights of the holders of such Senior
Indebtedness  are not,  without  the  consent of such  holders,  altered by such
reorganization  or readjustment.  The  consolidation of the Company with, or the
merger  of  the  Company  into,  another   corporation  or  the  liquidation  or
dissolution  of  the  Company  following  the  conveyance,   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  Securityholders 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
Securityholders,  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  Securityholders,  the obligation of
the Company, which is absolute and unconditional,  to pay to the Securityholders
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 Securityholders and creditors of the Company,  other than
the holders of Senior Indebtedness of the Company,  nor shall anything herein or
therein  prevent the Trustee or the holder of any Debt Security from  exercising
all remedies  otherwise  permitted  by  applicable  law upon default  under this
Indenture,  subject to the rights,  if any, under this Article XV of the holders
of such Senior  Indebtedness  in respect of cash,  property or securities of the
Company received upon the exercise of any such remedy.

              Upon any payment or distribution of assets of the Company referred
to in this Article XV, the Trustee,  subject to the  provisions of Article VI of
this Indenture,  and the Securityholders  shall be entitled to conclusively rely
upon any order or decree made by any court of  competent  jurisdiction  in which
such  dissolution,  winding-up,  liquidation or  reorganization  proceedings are
pending,  or a certificate of the receiver,  trustee in bankruptcy,  liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or to the  Securityholders,  for the  purposes of  ascertaining  the
Persons  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.
<PAGE>

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

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

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

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

              The  Trustee,  subject  to the  provisions  of  Article VI of this
Indenture,  shall be entitled to  conclusively  rely on the  delivery to it of a
written  notice by a Person  representing  himself  or herself to be a holder of
Senior  Indebtedness of the Company (or a trustee or representative on behalf of
such  holder) to  establish  that such notice has been given by a holder of such
Senior  Indebtedness or a trustee or representative on behalf of any such holder
or holders.  In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior  Indebtedness to participate in any payment or  distribution  pursuant to
this Article XV, the Trustee may request such Person to furnish  evidence to the
reasonable  satisfaction  of  the  Trustee  as to  the  amount  of  such  Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such  Person  under this  Article  XV,  and,  if such  evidence is not
furnished,  the Trustee may defer any  payment to such Person  pending  judicial
determination as to the right of such Person to receive such payment.

        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.

<PAGE>

        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  Securityholders 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.

              LaSalle  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/ Lisa K. Vansickle
                                      ------------------------------------------
                                   Name:    Lisa K. Vansickle
                                        ----------------------------------------
                                   Title:   SVP - Chief Financial Officer
                                         ---------------------------------------



                                   LaSalle Bank National Association, as Trustee


                                   By:  /s/ Greg Myers
                                      ------------------------------------------
                                   Name:    Greg Myers
                                        ----------------------------------------
                                   Title:   Assistant Vice President
                                         ---------------------------------------






<PAGE>


                                    EXHIBIT A

                    FORM OF JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2037

                           [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
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>

               Form of 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:
                                      -----------------------------------------

                                   Name:
                                        ---------------------------------------

                                   Title:
                                         --------------------------------------

        Dated:__________________, 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:
                                      -----------------------------------
                                      Authorized Signatory


         Dated:__________________, 2007



<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 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.
<PAGE>

        The  Indenture  contains  provisions  permitting  the  Company  and  the
Trustee,  with the  consent  of the  holders  of not  less  than a  majority  in
aggregate  principal  amount  of the Debt  Securities  at the  time  outstanding
affected  thereby,  as  specified  in the  Indenture,  to  execute  supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or  eliminating  any of the  provisions of the Indenture or of any  supplemental
indenture  or of  modifying  in any manner  the  rights of the  Securityholders;
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  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.
<PAGE>

        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).