Exhibit 10.2

                           MYSTIC FINANCIAL, INC.

                                  as Issuer


                                  INDENTURE

                         Dated as of April 10, 2002


                          WILMINGTON TRUST COMPANY

                                 as Trustee

         FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2032


<PAGE>


                              TABLE OF CONTENTS

                                                                            Page

ARTICLE I     DEFINITIONS                                                     1
  SECTION 1.01   Definitions.                                                 1

ARTICLE II    DEBT SECURITIES                                                 9
  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.                    9
  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.                                        14
  SECTION 2.09   Cancellation of Debt Securities Paid, etc.                  15
  SECTION 2.10   Computation of Interest.                                    16
  SECTION 2.11   Extension of Interest Payment Period.                       17
  SECTION 2.12   CUSIP Numbers.                                              18

ARTICLE III   PARTICULAR COVENANTS OF THE COMPANY                            18
  SECTION 3.01   Payment of Principal, Premium and Interest; Agreed
                 Treatment of the Debt Securities.                           18
  SECTION 3.02   Offices for Notices and Payments, etc.                      19
  SECTION 3.03   Appointments to Fill Vacancies in Trustee's Office.         19
  SECTION 3.04   Provision as to Paying Agent.                               20
  SECTION 3.05   Certificate to Trustee.                                     21
  SECTION 3.06   Additional Interest.                                        21


<PAGE>  i


  SECTION 3.07   Compliance with Consolidation Provisions.                   21
  SECTION 3.08   Limitation on Dividends.                                    21
  SECTION 3.09   Covenants as to the Trust.                                  22

ARTICLE IV    LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE               22
  SECTION 4.01   Securityholders' Lists.                                     22
  SECTION 4.02   Preservation and Disclosure of Lists.                       23

ARTICLE V     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN
              EVENT OF DEFAULT                                               24
  SECTION 5.01   Events of Default.                                          24
  SECTION 5.02   Payment of Debt Securities on Default; Suit Therefor.       26
  SECTION 5.03   Application of Moneys Collected by Trustee.                 27
  SECTION 5.04   Proceedings by Securityholders.                             28
  SECTION 5.05   Proceedings by Trustee.                                     28
  SECTION 5.06   Remedies Cumulative and Continuing.                         28
  SECTION 5.07   Direction of Proceedings and Waiver of Defaults by
                 Majority of Securityholders.                                29
  SECTION 5.08   Notice of Defaults.                                         29
  SECTION 5.09   Undertaking to Pay Costs.                                   30

ARTICLE VI    CONCERNING THE TRUSTEE                                         30
  SECTION 6.01   Duties and Responsibilities of Trustee.                     30
  SECTION 6.02   Reliance on Documents, Opinions, etc.                       31
  SECTION 6.03   No Responsibility for Recitals, etc.                        32
  SECTION 6.04   Trustee, Authenticating Agent, Paying Agents, Transfer
                 Agents or Registrar May Own Debt Securities.                32


<PAGE>  ii


  SECTION 6.05   Moneys to be Held in Trust.                                 33
  SECTION 6.06   Compensation and Expenses of Trustee.                       33
  SECTION 6.07   Officers' Certificate as Evidence.                          34
  SECTION 6.08   Eligibility of Trustee.                                     34
  SECTION 6.09   Resignation or Removal of Trustee.                          34
  SECTION 6.10   Acceptance by Successor Trustee.                            36
  SECTION 6.11   Succession by Merger, etc.                                  37
  SECTION 6.12   Authenticating Agents.                                      37

ARTICLE VII    CONCERNING THE SECURITYHOLDERS                                38
  SECTION 7.01   Action by Securityholders.                                  38
  SECTION 7.02   Proof of Execution by Securityholders.                      39
  SECTION 7.03   Who Are Deemed Absolute Owners.                             39
  SECTION 7.04   Debt Securities Owned by Company Deemed Not Outstanding.    39
  SECTION 7.05   Revocation of Consents; Future Holders Bound.               40

ARTICLE VIII    SECURITYHOLDERS' MEETINGS                                    40
  SECTION 8.01   Purposes of Meetings.                                       40
  SECTION 8.02   Call of Meetings by Trustee.                                41
  SECTION 8.03   Call of Meetings by Company or Securityholders.             41
  SECTION 8.04   Qualifications for Voting.                                  41
  SECTION 8.05   Regulations.                                                41
  SECTION 8.06   Voting.                                                     42
  SECTION 8.07   Quorum; Actions.                                            42


<PAGE>  iii


ARTICLE IX    SUPPLEMENTAL INDENTURES                                        43
  SECTION 9.01   Supplemental Indentures without Consent of
                 Securityholders.                                            43
  SECTION 9.02   Supplemental Indentures with Consent of Securityholders.    45
  SECTION 9.03   Effect of Supplemental Indentures.                          46
  SECTION 9.04   Notation on Debt Securities.                                46
  SECTION 9.05   Evidence of Compliance of Supplemental Indenture to be
                 Furnished to Trustee.                                       46

ARTICLE X     REDEMPTION OF SECURITIES                                       46
  SECTION 10.01  Optional Redemption.                                        46
  SECTION 10.02  Special Event Redemption.                                   46
  SECTION 10.03  Notice of Redemption; Selection of Debt Securities.         47
  SECTION 10.04  Payment of Debt Securities Called for Redemption.           47

ARTICLE XI    CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE              48
  SECTION 11.01  Company May Consolidate, etc., on Certain Terms.            48
  SECTION 11.02  Successor Entity to be Substituted.                         48
  SECTION 11.03  Opinion of Counsel to be Given to Trustee.                  49

ARTICLE XII   SATISFACTION AND DISCHARGE OF INDENTURE                        49
  SECTION 12.01  Discharge of Indenture.                                     49
  SECTION 12.02  Deposited Moneys to be Held in Trust by Trustee.            50
  SECTION 12.03  Paying Agent to Repay Moneys Held.                          50
  SECTION 12.04  Return of Unclaimed Moneys.                                 50


<PAGE>  iv


ARTICLE XIII    IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                DIRECTORS                                                    50
  SECTION 13.01  Indenture and Debt Securities Solely Corporate
                 Obligations.                                                50

ARTICLE XIV    MISCELLANEOUS PROVISIONS                                      51
  SECTION 14.01  Successors.                                                 51
  SECTION 14.02  Official Acts by Successor Entity.                          51
  SECTION 14.03  Surrender of Company Powers.                                51
  SECTION 14.04  Addresses for Notices, etc.                                 51
  SECTION 14.05  Governing Law.                                              51
  SECTION 14.06  Evidence of Compliance with Conditions Precedent.           52
  SECTION 14.07  Non-Business Days.                                          52
  SECTION 14.08  Table of Contents, Headings, etc.                           52
  SECTION 14.09  Execution in Counterparts.                                  52
  SECTION 14.10  Separability.                                               52
  SECTION 14.11  Assignment.                                                 53
  SECTION 14.12  Acknowledgment of Rights.                                   53

ARTICLE XV    SUBORDINATION OF DEBT SECURITIES                               53
  SECTION 15.01  Agreement to Subordinate.                                   53
  SECTION 15.02  Default on Senior Indebtedness.                             54
  SECTION 15.03  Liquidation; Dissolution; Bankruptcy.                       54
  SECTION 15.04  Subrogation.                                                55
  SECTION 15.05  Trustee to Effectuate Subordination.                        56
  SECTION 15.06  Notice by the Company.                                      56


<PAGE>  v


  SECTION 15.07  Rights of the Trustee; Holders of Senior Indebtedness.      57
  SECTION 15.08  Subordination May Not Be Impaired.                          58

EXHIBITS

  EXHIBIT A    Form of Debt Security


<PAGE>  vi


      THIS INDENTURE, dated as of April 10, 2002, between Mystic Financial,
Inc., a financial holding company incorporated in Delaware (hereinafter
sometimes called the "Company"), and Wilmington Trust Company, a Delaware
banking corporation, 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 Floating Rate Junior Subordinated Debt
Securities due 2032 (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.


<PAGE>


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

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

      "Business Day" means any day other than a Saturday, Sunday or any
other day on which banking institutions in Wilmington, Delaware, New York
City or Medford, Massachusetts 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 "TRUPS" 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.

      "Capital Securities Guarantee" means the guarantee agreement that the
Company will enter into with Wilmington Trust Company or other Persons that
operates directly or indirectly for the benefit of holders of Capital
Securities of the Trust.

      "Capital Treatment Event" means the receipt by the Company and the
Trust of an opinion of counsel experienced in such matters to the effect
that, as a result of any amendment to, or change in, the laws, rules or
regulations of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement or
action or decision interpreting or applying such laws, rules or
regulations, which amendment or change is effective or which pronouncement,
action or decision is announced on or after the date of original issuance
of the Debt Securities, there is more than an insubstantial risk that the
Company will not, within 90 days of the date of such opinion, be entitled
to treat an amount equal to the aggregate Liquidation Amount of the Capital
Securities 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 financial holding
companies), as then in effect and applicable to the Company, provided,
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


<PAGE>  2


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 Mystic Financial, Inc., a financial holding company
incorporated in Delaware, and, subject to the provisions of Article XI,
shall include its successors and assigns.

      "Comparable Treasury Issue" means with respect to any Special
Redemption Date, the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the Remaining Life that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the Remaining Life. If no United
States Treasury security has a maturity which is within a period from three
months before to three months after April 22, 2007, the two most closely
corresponding United States Treasury securities shall be used as the
Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using
such securities.

      "Comparable Treasury Price" means (a) the average of five Reference
Treasury Dealer Quotations for such Special Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (b) if the Quotation Agent receives fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.

      "Debt Security" or "Debt Securities" has the meaning stated in the
first recital of this Indenture.

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

      "Declaration" means the Amended and Restated Declaration of Trust of
the Trust dated as of April 10, 2002, 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.

      "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.

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

      "Federal Reserve" means the Board of Governors of the Federal Reserve
System.


<PAGE>  3

      "Indenture" means this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented,
or both.

      "Institutional Trustee" has the meaning set forth in the Declaration.

      "Interest Payment Date" means April 22 and October 22 of each year,
commencing on October 22, 2002, during the term of this Indenture.

      "Interest Rate" means a per annum rate of interest, reset semi-
annually, equal to LIBOR, as determined on the LIBOR Determination Date
immediately preceding each Interest Payment Date, plus 3.70%; provided,
that the applicable Interest Rate may not exceed 11.00% through the
Interest Payment Date in April, 2007.

      "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 six-month 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)(i).

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

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

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

      "Maturity Date" means April 22, 2032.

      "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Vice Chairman, the President or any Vice President, and by
the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the
Comptroller, an Assistant Comptroller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee. Each such
certificate shall include the statements provided for in Section 14.06 if
and to the extent required by the provisions of such Section.

      "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or may be
other counsel reasonably satisfactory to the Trustee. Each such opinion
shall include the statements provided for in Section 14.06 if and to the
extent required by the provisions of such Section.


<PAGE>  4


      The term "outstanding," when used with reference to Debt Securities,
subject to the provisions of Section 7.04, means, 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.

      "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.

      "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.

      "Primary Treasury Dealer" means a primary United States Government
securities dealer in New York City.

      "Principal Office of the Trustee," or other similar term, 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 Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001.

      "Quotation Agent" means Salomon Smith Barney Inc. and its successors;
provided, however, that if the foregoing shall cease to be a Primary
Treasury Dealer, the Company shall substitute therefor another Primary
Treasury Dealer.

      "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


<PAGE>  5


or, in the case of a redemption due to the occurrence of a Special Event,
to the Special Redemption Date if such Special Redemption Date is on or
after April 22, 2007.

      "Reference Treasury Dealer" means (i) the Quotation Agent and (ii)
any other Primary Treasury Dealer selected by the Trustee after
consultation with the Company.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Special Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Special Redemption Date.

      "Remaining Life" means, with respect to any Debt Security, the period
from the Special Redemption Date for such Debt Security to April 22, 2007.

      "Responsible Officer" means, with respect to the Trustee, any officer
within the Principal Office of the Trustee with direct responsibility for
the administration of the Indenture, including any vice-president, any
assistant vice-president, any secretary, any assistant secretary, the
treasurer, any assistant treasurer, any trust officer or other officer of
the Principal Trust Office of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge
of and familiarity with the particular subject.

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

      "Securityholder," "holder of Debt Securities" or other similar terms,
means any Person in whose name at the time a particular Debt Security is
registered on the Debt Security Register.

      "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of
the Company for money borrowed and (B) indebtedness evidenced by
securities, debentures, notes, bonds or other similar instruments issued by
the Company; (ii) all capital lease obligations of the Company; (iii) all
obligations of the Company issued or assumed as the deferred purchase price
of property, all conditional sale obligations of the Company and all
obligations of the Company under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of
business); (iv) all obligations of the Company for the reimbursement of any
letter of credit, any banker's acceptance, any security purchase facility,
any repurchase agreement or similar arrangement, any interest rate swap,
any other hedging arrangement, any obligation under options or any similar
credit or other transaction; (v) all obligations of the type referred to in
clauses (i) through (iv) above of other Persons for the payment of which
the Company is responsible or liable as obligor, guarantor or otherwise;
and (vi) all obligations of the type referred to in clauses (i) through (v)
above of other Persons secured by any lien on any property or asset of the
Company (whether or not such obligation is assumed by the Company), whether


<PAGE>  6


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, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such
obligations are not superior or are pari passu in right of payment to the
Debt Securities.

      "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 (1) if the Special Redemption Date
is before April 22, 2007, the greater of (a) 100% of the principal amount
of the Debt Securities being redeemed pursuant to Section 10.02 or (b) as
determined by a Quotation Agent, the sum of the present values of the
principal amount payable as part of the Redemption Price with respect to a
redemption as of April 22, 2007, together with the present value of
interest payments calculated at a fixed per annum rate of interest equal to
9.95% over the Remaining Life of such Debt Securities, discounted to the
Special Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 0.50%, plus,
in the case of either (a) or (b), accrued and unpaid interest on such Debt
Securities to the Special Redemption Date and (2) if the Special Redemption
Date is on or after April 22, 2007, the Redemption Price for such Special
Redemption Date.

      "Subsidiary" means, with respect to any Person, (i) any corporation
at least a majority of the outstanding voting stock of which is owned,
directly or indirectly, by such Person or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries, (ii)
any general partnership, joint venture or similar entity, at least a
majority of the outstanding partnership or similar interests of which shall
at the time be owned by such Person, or by one or more of its Subsidiaries,
or by such Person and one or more of its Subsidiaries, and (iii) any
limited partnership of which such Person or any of its Subsidiaries is a
general partner. For the purposes of this definition, "voting stock" means
shares, interests, participations or other equivalents in the equity
interest (however designated) in such Person having ordinary voting power
for the election of a majority of the directors (or the equivalent) of such
Person, other than shares, interests, participations or other equivalents
having such power only by reason of the occurrence of a contingency.

      "Tax Event" means the receipt by the Company and the Trust of an
opinion of counsel experienced in such matters to the effect that, as a
result of any amendment to or change (including any announced prospective
change) in the laws or any regulations thereunder of the United States or
any political subdivision or taxing authority thereof or therein, or as a
result of any official administrative pronouncement (including any private
letter ruling, 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


<PAGE>  7


opinion, subject to United States federal income tax with respect to income
received or accrued on the Debt Securities; (ii) interest payable by the
Company on the Debt Securities is not, or within 90 days of the date of
such opinion, will not be, deductible by the Company, in whole or in part,
for United States federal income tax purposes; or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a
de minimis amount of other taxes (including withholding taxes), duties,
assessments or other governmental charges.

      "Treasury Rate" means (i) the yield, under the heading which
represents the average for the week immediately prior to the date of
calculation, appearing in the most recently published statistical release
designated H.15 (519) or any successor publication which is published
weekly by the Federal Reserve and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Remaining Life (if no maturity is within three months
before or after the Remaining Life, yields for the two published maturities
most closely corresponding to the Remaining Life shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such Special Redemption Date. The
Treasury Rate shall be calculated on the third Business Day preceding the
Special Redemption Date.

      "Trust" means Mystic Financial Capital Trust I, the Delaware business
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
Mystic Financial Capital Trust I.

      "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.


<PAGE>  8


                                 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 $5,155,000 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 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
holders.

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

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

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

      This is one of the Debt Securities referred to in the within-
mentioned Indenture.

                                       Wilmington Trust Company,
                                        not in its individual capacity
                                        but solely as trustee


                                       By: __________________________
                                           Authorized Officer

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

      The Debt Securities shall be substantially in the form of Exhibit A
hereto. The Debt Securities shall be in registered, certificated form
without coupons and in minimum denominations of $100,000 and any multiple
of $1,000 in excess thereof. The Debt Securities shall be numbered,
lettered, or otherwise distinguished in such manner or in accordance with


<PAGE>  9


such plans as the officers executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication
thereof.

      SECTION 2.04  Execution of Debt Securities.
                    ----------------------------

      The Debt Securities shall be signed in the name and on behalf of the
Company by the manual or facsimile signature of its Chairman of the Board
of Directors, Vice Chairman, President or Chief Financial Officer or one of
its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents,
under its corporate seal 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 holder 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 Company shall cause to be kept, at the office or agency
maintained for the purpose of registration of transfer and for exchange as
provided in Section 3.02, a register (the "Debt Security Register") for the
Debt Securities issued hereunder in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the
registration and transfer of all Debt Securities as provided in this
Article II. Such register shall be in written form or in any other form
capable of being converted into written form within a reasonable time.

      Debt Securities to be exchanged may be surrendered at the Principal
Office of the Trustee or at any office or agency to be maintained by the
Company for such purpose as provided in Section 3.02, and the Company shall
execute, the Company or the Trustee shall register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in
exchange therefor the Debt Security or Debt Securities which the
Securityholder making the exchange shall be entitled to receive. Upon due
presentment for registration of transfer of any Debt Security at the
Principal Office of the Trustee or at any office or agency of the Company
maintained for such purpose as provided in Section 3.02, the Company shall


<PAGE>  10


execute, the Company or the Trustee shall register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in
the name of the transferee or transferees a new Debt Security for a like
aggregate principal amount. Registration or registration of transfer of any
Debt Security by the Trustee or by any agent of the Company appointed
pursuant to Section 3.02, and delivery of such Debt Security, shall be
deemed to complete the registration or registration of transfer of such
Debt Security.

      All Debt Securities presented for registration of transfer or for
exchange or payment shall (if so required by the Company or the Trustee or
the Authenticating Agent) be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company and either the Trustee or the Authenticating Agent duly executed
by, the holder or such holder's attorney duly authorized in writing.

      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) PURSUANT TO AN EXEMPTION FROM REGISTRATION TO
AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED
INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
SALE


<PAGE>  11


IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR
(D) 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 (C) OR (D) 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.

      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 WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY
BE REQUIRED BY THE INDENTURE TO


<PAGE>  12


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.

      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


<PAGE>  13


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.

      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 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 period, the Redemption Date, Special Redemption
Date or Maturity Date, as applicable, on the principal thereof, on any
overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on Deferred Interest and on any overdue
installment of interest (including Defaulted Interest), payable (subject to
the provisions of Article XII) on each Interest Payment Date commencing on
October 22, 2002. Interest and any Deferred Interest on any Debt Security
that is payable, and is punctually paid or duly provided for, 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
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 prior to such Interest Payment Date, interest on
such Debt Security will be paid upon presentation and surrender of such
Debt Security.


<PAGE>  14


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

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

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

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

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

      All Debt Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, shall, if surrendered to
the Company or any paying agent, be surrendered to the Trustee and promptly
canceled by it, or, if surrendered to the Trustee or any Authenticating
Agent, shall be promptly canceled by it, and no Debt Securities shall be
issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. All Debt Securities canceled by any
Authenticating Agent shall be delivered to the Trustee. The Trustee


<PAGE>  15


shall destroy all canceled Debt Securities unless the Company otherwise
directs the Trustee in writing. 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 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 shall be determined by the Calculation Agent in accordance
with the following provisions:

            (i)  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 May 1 and November 1 (except, with respect to
      the first interest payment period, on April 8, 2002) (each such day,
      a "LIBOR Determination Date"), LIBOR shall equal the rate, as
      obtained by the Calculation Agent for six-month U.S. Dollar deposits
      in Europe, which appears on Telerate Page 3750 (as defined in the
      International Swaps and Derivatives Association, Inc. 1991 Interest
      Rate and Currency Exchange Definitions) or such other page as may
      replace such Telerate Page 3750, as of 11:00 a.m. (London time) on
      such LIBOR Determination Date, as reported by Bloomberg Financial
      Markets Commodities News; provided, however, that in the case of the
      first interest payment period, LIBOR will be interpolated from LIBOR
      for six-month U.S. Dollar deposits in Europe and LIBOR for seven-
      month U.S. Dollar deposits in Europe on a straight-line basis. "LIBOR
      Business Day" means any day that is not a Saturday, Sunday or other
      day on which commercial banking institutions in New York, New York or
      Wilmington, Delaware are authorized or obligated by law or executive
      order to be closed. If such rate is superseded on Telerate Page 3750
      by a corrected rate before 12:00 noon (London time) on the same LIBOR
      Determination Date, the corrected rate as so substituted will be the
      applicable LIBOR for that LIBOR Determination Date.

            (ii)  If, on any LIBOR Determination Date, such rate does not
      appear on Telerate Page 3750 as reported by Bloomberg Financial
      Markets Commodities News or such other page as may replace such
      Telerate Page 3750, 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
      six-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


<PAGE>  16


      Determination Date, only one or none of the Reference Banks provide
      such a quotation, LIBOR shall be deemed to be the arithmetic mean of
      the offered quotations that at least two leading banks in the City of
      New York (as selected by the Calculation Agent) are quoting on the
      relevant LIBOR Determination Date for six-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.

            (iii)  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 shall be LIBOR in effect on the previous LIBOR
      Determination Date (whether or not LIBOR for such period was in fact
      determined on such LIBOR Determination Date).

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

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

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

      So long as no Event of Default has occurred and is continuing, the
Company shall have the right, from time to time and without causing an
Event of Default, to defer payments of interest on the Debt Securities by
extending the interest payment period on the Debt Securities, at any time
and from time to time during the term of the Debt Securities, for up to ten
consecutive semi-annual periods (each such extended interest payment
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 the Interest Rate, compounded semi-annually from the date
such Deferred Interest would have been payable were it not for the
Extension Period, both 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


<PAGE>  17


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 ten consecutive semi-annual periods, or extend beyond the Maturity
Date. Upon the termination of any Extension Period and upon the payment of
all Deferred Interest, the Company may commence a new Extension Period,
subject to the foregoing requirements. The Company must give the Trustee
notice of its election to begin such Extension Period at least one Business
Day prior to the earlier of (i) the next succeeding date on which interest
on the Debt Securities would have been payable except for the election to
begin such Extension Period or (ii) the date such interest is payable, but
in any event not later than the related regular record date. 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 "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP"
numbers 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 numbers 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 numbers.

                                 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 the principal of and premium, if any,
and interest on the Debt Securities at the place, at the respective times
and in the manner provided in this Indenture and the Debt Securities. At
the option of the Company, each installment of interest on the Debt
Securities may be paid (i) by mailing checks for such interest payable to
the order of the holders of Debt Securities entitled thereto as they appear
on the Debt Security Register or (ii) by wire transfer to any account with
a banking institution located in the United States designated by such
Person to the paying agent no later than the related record date.

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


<PAGE>  18


      (c)  As of the date of this Indenture, the Company 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 believes that the
likelihood that it would exercise its right under Section 2.11 to defer
payments of interest on the Debt Securities by commencing an Extension
Period at any time during which the Debt Securities are outstanding is
remote because of the restrictions that would be imposed on the Company's
ability to declare or pay dividends or distributions on, or to redeem,
purchase or make a liquidation payment with respect to, any of its
outstanding equity and on the Company's ability to make any payments of
principal of or interest on, or repurchase or redeem, any of its debt
securities that rank pari passu in all respects with (or junior in interest
to) the Debt Securities.

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

      So long as any of the Debt Securities remain outstanding, the Company
will maintain in Wilmington, Delaware or in Medford, Massachusetts an
office or agency where the Debt Securities may be presented for payment, an
office or agency where the Debt Securities may be presented for
registration of transfer and for exchange as provided in this Indenture and
an office or agency where notices and demands to or upon the Company in
respect of the Debt Securities or of this Indenture may be served. The
Company will give to the Trustee written notice of the location of any such
office or agency and of any change of location thereof. Until otherwise
designated from time to time by the Company in a notice to the Trustee, or
specified as contemplated by Section 2.05, such office or agency for all of
the above purposes shall be the Principal Office of the Trustee. In case
the Company shall fail to maintain any such office or agency in Wilmington,
Delaware or in Medford, Massachusetts, or shall fail to give such notice of
the location or of any change in the location thereof, presentations and
demands may be made and notices may be served at the Principal Office of
the Trustee.

      In addition to any such office or agency, the Company may from time
to time designate one or more offices or agencies outside Wilmington,
Delaware or Medford, Massachusetts where the Debt Securities may be
presented for registration of transfer and for exchange in the manner
provided in this Indenture, and the Company may from time to time rescind
such designation, as the Company may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain any such office or agency in
Wilmington, Delaware or in Medford, Massachusetts for the purposes above
mentioned. The Company will give to the Trustee prompt written notice of
any such designation or rescission thereof.

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

      The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.09, a
Trustee, so that there shall at all times be a Trustee hereunder.


<PAGE>  19


      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,

            (i)  that it will hold all sums held by it as such agent for
      the payment of the principal of and premium, if any, or interest, if
      any, on the Debt Securities (whether such sums have been paid to it
      by the Company or by any other obligor on the Debt Securities) in
      trust for the benefit of the holders of the Debt Securities;

            (ii)  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 of the principal of and premium, if
      any, or interest, if any, on the Debt Securities when the same shall
      be due and payable; and

            (iii)  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 principal of and premium, if any, or interest,
if any, on the Debt Securities, set aside, segregate and hold in trust for
the benefit of the holders of the Debt Securities a sum sufficient to pay
such principal, premium or interest 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 of the principal of and premium, if any, or interest, if any, 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 principal of
and premium, if any, or interest, if any, on the Debt Securities, deposit
with a paying agent a sum sufficient to pay the principal, premium or
interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled thereto and (unless such paying agent is the Trustee)
the Company shall promptly notify the Trustee in writing of its action or
failure to act.

      (c)  Anything in this Section 3.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction
and discharge with respect to the Debt Securities, or for any other reason,
pay, or direct any paying agent to pay to the Trustee all sums held in
trust by the Company or any such paying agent, such sums to be held by the
Trustee upon the same terms and conditions herein contained.

      (d)  Anything in this Section 3.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 3.04 is
subject to Sections 12.03 and 12.04.

      (e)  The Company hereby initially appoints the Trustee to act as
paying agent.


<PAGE>  20


      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 contained herein, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the
signers have knowledge and the nature thereof.

      SECTION 3.06  Additional Interest.
                    -------------------

      If and for so long as the Trust is the holder of all Debt Securities
and is subject to 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 after paying taxes, duties,
assessments or other governmental charges will be equal to the amounts the
Trust would have received if no such 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 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 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 or convey all or substantially all of its property 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 payment 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


<PAGE>  21


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 (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 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).

      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 business trust, except in connection with a distribution of Debt
Securities to the holders of Trust Securities in liquidation of the Trust,
the redemption of all of the Trust Securities or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, (b)
to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes and (c) to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Debt Securities.

                                 ARTICLE IV
                              LISTS AND REPORTS
                       BY THE COMPANY AND THE TRUSTEE

      SECTION 4.01  Securityholders' Lists.
                    ----------------------

      The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

      (a)  on each regular record date for an Interest Payment Date, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Securityholders of the Debt Securities as of such record
date; and


<PAGE>  22


      (b)  at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

except that no such lists need be furnished under this Section 4.01 so long
as the Trustee is in possession thereof by reason of its acting as Debt
Security registrar.

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

      (a)  The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of
the holders of Debt Securities (1) contained in the most recent list
furnished to it as provided in Section 4.01 or (2) received by it in the
capacity of Debt Securities registrar (if so acting) hereunder. The Trustee
may destroy any list furnished to it as provided in Section 4.01 upon
receipt of a new list so furnished.

      (b)  In case three or more holders of Debt Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to
the Trustee reasonable proof that each such applicant has owned a Debt
Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other holders of Debt Securities with respect to their
rights under this Indenture or under such Debt Securities and is
accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall within five
Business Days after the receipt of such application, at its election,
either:

            (i)  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

            (ii)  inform such applicants as to the approximate number of
      holders of Debt Securities whose names and addresses appear in the
      information preserved at the time by the Trustee in accordance with
      the provisions of subsection (a) of this Section 4.02, and as to the
      approximate cost of mailing to such Securityholders the form of proxy
      or other communication, if any, specified in such application.

      If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of Debt Securities whose name and
address appear in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 4.02 a
copy of the form of proxy or other communication which is specified in such
request with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender,
the Trustee shall mail to such applicants and file with the Securities and
Exchange Commission, if permitted or required by applicable law, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the
best interests of the holders of all Debt Securities, as the case may be,
or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If said Commission, as permitted or
required by applicable law, after opportunity for a hearing


<PAGE>  23


upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, said
Commission shall find, after notice and opportunity for hearing, that all
the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order
and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

      (c)  Each and every holder of Debt Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any paying agent shall be held accountable by
reason of the disclosure of any such information as to the names and
addresses of the holders of Debt Securities in accordance with the
provisions of subsection (b) of this Section 4.02, regardless of the source
from which such information was derived, and that the Trustee shall not be
held accountable by reason of mailing any material pursuant to a request
made under said subsection (b).

                                  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, and continuance of such
default for a period of 30 days; for the avoidance of doubt, an extension
of any interest payment 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 or otherwise; or

      (c)  the Company defaults in the performance of, or breaches, any of
its covenants or agreements in Sections 3.06, 3.07, 3.08 and 3.09 of this
Indenture (other than a covenant or agreement a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period of 90 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

      (d)  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


<PAGE>  24


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

      (e)  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

      (f)  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 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 the 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.

      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 the principal of and premium, if any, on the
Debt Securities which shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and Deferred
Interest, to the extent permitted by law) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee and each
predecessor Trustee, their respective agents, attorneys and counsel, and
all other amounts due to the Trustee pursuant to Section 6.06, if any, and
(ii) all Events of Default under this Indenture, other than the non-payment
of the principal of or premium, if any, on Debt Securities which shall have
become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein, then and in every such case the holders of a
majority in aggregate principal amount of the Debt Securities then
outstanding, by written notice to the Company and to the Trustee, may waive
all defaults and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall
affect any subsequent default or shall impair any right consequent thereon.

      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


<PAGE>  25


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

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

      The Company covenants that upon the occurrence of an Event of Default
pursuant to clause 5.01(a) or 5.01(b) and upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the Debt
Securities, the whole amount that then shall have become due and payable on
all Debt Securities for principal and premium, if any, or interest, or
both, as the case may be, 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
holders of the Debt Securities in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or Person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the same after
the deduction of its charges and expenses; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and,


<PAGE>  26


in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel, and
all other amounts due to the Trustee under Section 6.06.

      Nothing herein contained shall be construed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.

      All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities, may be enforced by the Trustee without
the possession of any of the Debt Securities, or the production thereof at
any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall be for the
ratable benefit of the holders of the Debt Securities.

      In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which
the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Debt Securities, and it shall not be necessary to make
any holders of the Debt Securities parties to any such proceedings.

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

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

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

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

      Third: To the payment of the amounts then due and unpaid upon Debt
Securities for principal (and premium, if any), and interest on the 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 for principal (and premium, if
any) and interest, respectively; and

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


<PAGE>  27


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

      No holder of any Debt Security shall have any right to institute any
suit, action or proceeding for any remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of an Event of
Default with respect to the Debt Securities and unless the holders of not
less than 25% in aggregate principal amount of the Debt Securities then
outstanding shall have given the Trustee a written request to institute
such action, suit or proceeding and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred thereby, and the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity shall have failed to
institute any such action, suit or proceeding; provided, that no holder of
Debt Securities shall have any right to prejudice the rights of any other
holder of Debt Securities, obtain priority or preference over any other
such holder or enforce any right under this Indenture except in the manner
herein provided and for the equal, ratable and common benefit of all
holders of Debt Securities.

      Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Debt Security to receive payment of the
principal of, premium, if any, and interest on such Debt Security when due,
or to institute suit for the enforcement of any such payment, shall not be
impaired or affected without the consent of such holder. For the protection
and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

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

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

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

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


<PAGE>  28


      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 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 (subject to the provisions of Section 6.01) the
Trustee shall have the right to decline to follow any such direction if the
Trustee 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
accelerating 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 such trust, such waiver or modification to such waiver
shall not be effective until the holders of a majority in liquidation
preference 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 shall not be effective until each holder of the Trust Securities of
the Trust shall have consented to such waiver. Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of
this Indenture and the Company, the Trustee and the holders of the Debt
Securities shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 5.07, said default or Event of Default
shall for all purposes of the Debt Securities and this Indenture be deemed
to have been cured and to be not continuing.

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

      The Trustee shall, within 90 days after a Responsible Officer of the
Trustee shall have actual knowledge or received written notice of the
occurrence of a default with respect to the Debt Securities, mail to all
Securityholders, as the names and addresses of such holders appear upon the
Debt Security Register, notice of all defaults with respect to the Debt
Securities 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) and (e) 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.


<PAGE>  29


      SECTION 5.09  Undertaking to Pay Costs.
                    ------------------------

      All parties to this Indenture agree, and each holder of any Debt
Security by such holder's acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount
of the Debt Securities outstanding, or 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.

                                 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:

            (i)  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

            (ii)  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


<PAGE>  30


      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; and

      (d)  the Trustee shall not be charged with knowledge of any Default
or Event of Default with respect to the Debt Securities unless either (1) a
Responsible Officer shall have actual knowledge of such Default or Event of
Default or (2) written notice of such Default or Event of Default shall
have been given to the Trustee by the Company or any other obligor on the
Debt Securities or by any holder of the Debt Securities, except with
respect to an Event of Default pursuant to Sections 5.01(a) or 5.01(b)
hereof (other than an Event of Default resulting from the default in the
payment of Additional Interest or premium, if any, if the Trustee does not
have actual knowledge or written notice that such payment is due and
payable), of which the Trustee shall be deemed to have knowledge.

      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;


<PAGE>  31


      (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 believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default with respect to the Debt
Securities (that has not been cured or waived) to exercise with respect to
the Debt Securities such of the rights and powers vested in it by this
Indenture, and to use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs;

      (f)  the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond, debenture, coupon or other paper or document, unless requested in
writing to do so by the holders of not less than a majority in principal
amount of the outstanding Debt Securities affected thereby; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding; and

      (g)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents
(including any Authenticating Agent) or attorneys, and the Trustee shall
not be responsible for any misconduct or negligence on the part of any such
agent or attorney appointed by it with due care.

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

      The recitals contained herein and in the Debt Securities (except in
the certificate of authentication of the Trustee or the Authenticating
Agent) shall be taken as the statements of the Company and the Trustee and
the Authenticating Agent assume no responsibility for the correctness of
the same. The Trustee and the Authenticating Agent make no representations
as to the validity or sufficiency of this Indenture or of the Debt
Securities. The Trustee and the Authenticating Agent shall not be
accountable for the use or application by the Company of any Debt
Securities or the proceeds of any Debt Securities authenticated and
delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

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

      The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Debt Security registrar, in its individual or any
other capacity, may become the


<PAGE>  32


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.
                    ------------------------------------

      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 or bad faith. The
Company also covenants to indemnify each of the Trustee (including in its
individual capacity) and any predecessor Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any and all
loss, damage, claim, liability or expense including taxes (other than taxes
based on the income of the Trustee), except to the extent such loss,
damage, claim, liability or expense results from the negligence 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 a lien prior to that of the Debt Securities upon all property
and funds held or collected by the Trustee as such, except funds held in
trust for the benefit of the holders of particular Debt Securities.

      Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in subsections (d), (e) or
(f) of Section 5.01, the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable federal or
state bankruptcy, insolvency or other similar law.


<PAGE>  33


      The provisions of this Section shall survive the resignation or
removal of the Trustee and the defeasance or other termination of this
Indenture.

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

      Except as otherwise provided in Sections 6.01 and 6.02, whenever in
the administration of the provisions of this Indenture the Trustee shall
deem it 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 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 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 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 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 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 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 [SECTION]310(b) of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to this Indenture.

      SECTION 6.09  Resignation or Removal of Trustee.
                    ---------------------------------

      (a)  The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign by giving written notice of such resignation to the
Company and by mailing notice thereof, at the Company's expense, to the
holders of the Debt Securities at their addresses as they shall appear on
the Debt Security Register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee or trustees by written
instrument, in duplicate, executed by order of its Board of Directors, one
copy of which instrument shall be


<PAGE>  34


delivered to the resigning Trustee and one copy to the successor Trustee.
If no successor Trustee 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 Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee,
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
Trustee. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, appoint a successor Trustee.

      (b)  In case at any time any of the following shall occur:

            (i)  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;

            (ii)  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

            (iii)  the Trustee shall become incapable of acting, or shall
      be adjudged bankrupt or insolvent, or a receiver of the Trustee or of
      its property shall be appointed, or any public officer shall take
      charge or control of the Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee and appoint a
successor Trustee by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor Trustee, or, subject
to the provisions of Section 5.09, if no successor Trustee shall have been
so appointed and have accepted appointment within 30 days of the occurrence
of any of (1), (2) or (3) above, any Securityholder who has been a bona
fide holder of a Debt Security or Debt Securities for at least six months
may, on behalf of himself or herself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor Trustee.

      (c)  Upon prior written notice to the Company and the Trustee, the
holders of a majority in aggregate principal amount of the Debt Securities
at the time outstanding may at any time remove the Trustee and nominate a
successor Trustee, which shall be deemed appointed as successor Trustee
unless within ten Business Days after such nomination the Company objects
thereto, in which case or in the case of a failure by such holders to
nominate a successor Trustee, the Trustee so removed or any Securityholder,
upon the terms and conditions and otherwise as in subsection (a) of this
Section 6.09 provided, may petition any court of competent jurisdiction for
an appointment of a successor.


<PAGE>  35


      (d)  Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 6.09
shall become effective upon acceptance of appointment by the successor
Trustee as provided in Section 6.10.

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

      Any successor Trustee appointed as provided in Section 6.09 shall
execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the retiring Trustee shall become effective
and such successor Trustee, 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 as Trustee herein; but, nevertheless, on the
written request of the Company or of the successor Trustee, the Trustee
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 Trustee all the rights and powers of the
Trustee so ceasing to act and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor Trustee all such rights and
powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon
all property or funds held or collected by such Trustee 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 under the provisions of Section 6.08.

      In no event shall a retiring Trustee be liable for the acts or
omissions of any successor Trustee hereunder.

      Upon acceptance of appointment by a successor Trustee as provided in
this Section 6.10, the Company shall mail notice of the succession of such
Trustee hereunder to the holders of Debt Securities at their addresses as
they shall appear on the Debt Security Register. If the Company fails to
mail such notice within ten Business Days after the acceptance of


<PAGE>  36


appointment by the successor Trustee, the successor Trustee shall cause
such notice to be mailed at the expense of the Company.

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

      Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation 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 corporation
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 corporation organized and doing business
under the laws of the United States or of any state or territory thereof or
of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$50,000,000 and being subject to supervision or examination by federal,
state, territorial or District of Columbia authority. If such corporation
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 corporation 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.


<PAGE>  37


      Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation 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 corporation 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 holders of Debt Securities as the names
and addresses of such holders appear on the Debt Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities
with respect to the Debt Securities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein.

      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.

                                 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
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 in person or by agent or proxy appointed in writing, or (b)
by the record of such holders of Debt Securities voting in favor thereof at
any meeting of such Securityholders duly called and held in accordance with
the provisions of Article VIII, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of such
Securityholders 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


<PAGE>  38


request, demand, authorization, direction, notice, consent, waiver or other
action or revocation of the same, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action or
revocation of the same may be given before or after the record date, but
only the Securityholders of record at the close of business on the record
date shall be deemed to be Securityholders for the purposes of determining
whether Securityholders of the requisite proportion of outstanding Debt
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action or
revocation of the same, and for that purpose the outstanding Debt
Securities shall be computed as of the record date; provided, however, that
no such authorization, agreement or consent by such Securityholders on the
record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months
after the record date.

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

      Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of
the execution of any instrument by a Securityholder or such
Securityholder's agent or proxy shall be sufficient if made in accordance
with such reasonable rules and regulations as may be prescribed by the
Trustee or in such manner as shall be satisfactory to the Trustee. The
ownership of Debt Securities shall be proved by the Debt Security Register
or by a certificate of the Debt Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall
deem necessary.

      The record of any Securityholders' meeting shall be proved in the
manner provided in Section 8.06.

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

      Prior to due presentment for registration of transfer of any Debt
Security, the Company, the Trustee, any Authenticating Agent, any paying
agent, any transfer agent and any Debt Security registrar may deem the
Person in whose name such Debt Security shall be registered upon the Debt
Security Register to be, and may treat such Person as, the absolute owner
of such Debt Security (whether or not such Debt Security shall be overdue)
for the purpose of receiving payment of or on account of the principal of,
premium, if any, and interest on such Debt Security and for all other
purposes; and neither the Company nor the Trustee nor any Authenticating
Agent nor any paying agent nor any transfer agent nor any Debt Security
registrar shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being or upon such holder's
order shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon
any such Debt Security.

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

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


<PAGE>  39


control with the Company 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 Holders Bound.
                    --------------------------------------------

      At any time prior to (but not after) the evidencing to the Trustee,
as provided in Section 7.01, of the taking of any action by the holders of
the percentage in aggregate principal amount of the Debt Securities
specified in this Indenture in connection with such action, any holder (in
cases where no record date has been set pursuant to Section 7.01) or any
holder as of an applicable record date (in cases where a record date has
been set pursuant to Section 7.01) of a Debt Security (or any Debt Security
issued in whole or in part in exchange or substitution therefor) the serial
number of which is shown by the evidence to be included in the Debt
Securities the holders of which have consented to such action may, by
filing written notice with the Trustee at the Principal Office of the
Trustee and upon proof of holding as provided in Section 7.02, revoke such
action so far as concerns such Debt Security (or so far as concerns the
principal amount represented by any exchanged or substituted Debt
Security). Except as aforesaid any such action taken by the holder of any
Debt Security shall be conclusive and binding upon such holder and upon all
future holders and owners of such Debt Security, and of any Debt Security
issued in exchange or substitution therefor or on registration of transfer
thereof, irrespective of whether or not any notation in regard thereto is
made upon such Debt Security or any Debt Security issued in exchange or
substitution therefor.

                                ARTICLE VIII
                          SECURITYHOLDERS' MEETINGS

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

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

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

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


<PAGE>  40


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

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

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

      The Trustee may at any time call a meeting of Securityholders to take
any action specified in Section 8.01, to be held at such time and at such
place in New York or Wilmington, Delaware, as the Trustee shall determine.
Notice of every meeting of the Securityholders, setting forth the time and
the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be mailed to holders of Debt Securities
affected at their addresses as they shall appear on the Debt Securities
Register. Such notice shall be mailed not less than 20 nor more than 180
days prior to the date fixed for the meeting.

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

      In case at any time the Company pursuant to a Board Resolution, or
the holders of at least 10% in aggregate principal amount of the Debt
Securities, as the case may be, then outstanding, shall have requested the
Trustee to call a meeting of Securityholders, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting,
and the Trustee shall not have mailed the notice of such meeting within 20
days after receipt of such request, then the Company or such
Securityholders may determine the time and the place in Medford,
Massachusetts for such meeting and may call such meeting to take any action
authorized in Section 8.01, by mailing notice thereof as provided in
Section 8.02.

      SECTION 8.04  Qualifications for Voting.
                    -------------------------

      To be entitled to vote at any meeting of Securityholders a Person
shall be (a) a holder of one or more Debt Securities with respect to which
the meeting is being held or (b) a Person appointed by an instrument in
writing as proxy by a holder of one or more such Debt Securities. The only
Persons who shall be entitled to be present or to speak at any meeting of
Securityholders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and
any representatives of the Company and its counsel.

      SECTION 8.05  Regulations.
                    -----------

      Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Debt
Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it
shall deem appropriate.


<PAGE>  41


      The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 8.03, in which case
the Company or the Securityholders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by majority vote at
the meeting.

      Subject to the provisions of Section 7.04, at any meeting each holder
of Debt Securities with respect to which such meeting is being held or
proxy therefor shall be entitled to one vote for each $1,000 principal
amount of Debt Securities held or represented by such holder; provided,
however, that no vote shall be cast or counted at any meeting in respect of
any Debt Security challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding. The chairman of the meeting shall
have no right to vote other than by virtue of Debt Securities held by such
chairman or instruments in writing as aforesaid duly designating such
chairman as the Person to vote on behalf of other Securityholders. Any
meeting of Securityholders duly called pursuant to the provisions of
Section 8.02 or 8.03 may be adjourned from time to time by a majority of
those present, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.

      SECTION 8.06  Voting.
                    ------

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

      Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

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

      The Persons entitled to vote a majority in outstanding principal
amount of the Debt Securities shall constitute a quorum for a meeting of
Securityholders; provided, however, that if any action is to be taken at
such meeting with respect to a consent, waiver, request, demand, notice,
authorization, direction or other action which may be given by the holders
of not less than a specified percentage in outstanding principal amount of
the Debt Securities, the


<PAGE>  42


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

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

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

                                 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 corporation to the
Company, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company,
pursuant to Article XI hereof;

      (b)  to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the holders of Debt
Securities as the Board of Directors shall consider to be for the
protection of the holders of such Debt Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any of such
additional


<PAGE>  43


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 such other provisions in regard to
matters or questions arising under this Indenture; provided, that any such
action shall not adversely affect the interests of the holders of the Debt
Securities;

      (d)  to add to, delete from, or revise the terms of Debt Securities,
including, without limitation, any terms relating to the issuance,
exchange, registration or transfer of Debt Securities, including to provide
for transfer procedures and restrictions substantially similar to those
applicable to the Capital Securities, as required by Section 2.05 (for
purposes of assuring that no registration of Debt Securities is required
under the Securities Act of 1933, as amended); provided, that any such
action shall not adversely affect the interests of the holders of the Debt
Securities then outstanding (it being understood, for purposes of this
proviso, that transfer restrictions on Debt Securities substantially
similar to those applicable to Capital Securities shall not be deemed to
adversely affect the holders of the Debt Securities);

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

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

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

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

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


<PAGE>  44


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

      With the consent (evidenced as provided in Section 7.01) of the
holders of not less than a majority in aggregate principal amount of the
Debt Securities at the time outstanding affected by such supplemental
indenture (voting as a class), the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act, then in effect, applicable to
indentures qualified thereunder) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debt Securities; provided, however, that
no such supplemental indenture shall without such consent of the holders of
each Debt Security then outstanding and affected thereby (i) extend the
fixed maturity of any Debt Security, or reduce the principal amount thereof
or any premium thereon, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof or
make the principal thereof or any interest or premium thereon payable in
any coin or currency other than that provided in the Debt Securities, or
impair or affect the right of any Securityholder to institute suit for
payment thereof or impair the right of repayment, if any, at the option of
the holder, or (ii) reduce the aforesaid percentage of Debt Securities the
holders of which are required to consent to any such supplemental
indenture; and provided, further, that if the Debt Securities are held by
the Trust or a trustee of such trust, such supplemental indenture shall not
be effective until the holders of a majority in liquidation preference of
the Trust 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 Trust 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 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>  45


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

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

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

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

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

      The Trustee, subject to the provisions of Sections 6.01 and 6.02,
shall, in addition to the documents required by Section 14.06, receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant hereto complies with the
requirements of this Article IX. The Trustee shall receive an Opinion of
Counsel as 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 the Federal Reserve, if then required
under applicable capital guidelines or policies of the Federal Reserve, to
redeem the Debt Securities, in whole or in part, on any April 22 or October
22 on or after April 22, 2007 (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 the Federal Reserve if then required under applicable capital
guidelines or policies of the Federal Reserve, to redeem the


<PAGE>  46


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

      Each such notice of redemption shall specify the CUSIP number, if
any, of the Debt Securities to be redeemed, the date fixed for redemption,
the redemption price 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.

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

      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,


<PAGE>  47


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 interest accrued 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 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 the property or capital stock
of the Company or its successor or successors as an entirety, or
substantially as an entirety, 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, upon any such consolidation, merger (where the
Company is not the surviving corporation), sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal of (and
premium, if any) and interest on all of the Debt Securities in accordance
with their terms, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this
Indenture to be kept or performed by the Company, shall be expressly
assumed by supplemental indenture reasonably satisfactory in form to the
Trustee executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property or capital stock.

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

      In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition 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


<PAGE>  48


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) 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


<PAGE>  49


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. 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 holders of Debt
Securities for two years after the date upon which the principal of, and
premium, if any, or interest on such Debt Securities, as the case may be,
shall have become due and payable, shall be repaid to the Company by the
Trustee or such paying agent on written demand; and the holder of any of
the Debt Securities shall thereafter look only to the Company for any
payment which such holder may be entitled to collect and all liability of
the Trustee or such paying agent with respect to such moneys shall
thereupon cease.

                                ARTICLE XIII
                  IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                           OFFICERS AND DIRECTORS

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

      No recourse for the payment of the principal of or premium, if any,
or interest on any Debt Security, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any
supplemental indenture, or in any such Debt Security, or because of the
creation of any


<PAGE>  50


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.

                                 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 by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with
the Trustee for such purpose) to the Company at 60 High Street, Medford, MA
02155, Attention: Ralph W. Dunham. 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 Wilmington Trust Company at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.

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

      This Indenture and each Debt Security shall be deemed to be a
contract made under the law of the State of New York, and for all purposes
shall be governed by and construed in accordance with the law of said
State, without regard to conflict of laws principles thereof.


<PAGE>  51


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

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

      Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture (except certificates delivered
pursuant to Section 3.05) shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition; (b)
a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (c) a statement that, in the opinion of
such person, he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether
or not such covenant or condition has been complied with; and (d) a
statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

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

      In any case where the date of payment of interest on or principal of
the Debt Securities is not a Business Day, the payment of such interest on
or principal of the Debt Securities need not be made on such date but may
be made on the next succeeding Business Day, with the same force and effect
as if made on the date of payment and no interest shall accrue for the
period from and after such date, except if such Business Day is in the next
succeeding 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  Separability.
                     ------------

      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


<PAGE>  52


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 11, the Company will have the right at all times
to assign any of its rights or obligations under this Indenture to a direct
or indirect wholly owned Subsidiary of the Company, provided, that, in the
event of any such assignment, the Company will remain liable for all such
obligations. Subject to the foregoing, this Indenture is binding upon and
inures to the benefit of the parties hereto and their respective successors
and assigns. This Indenture may not otherwise be assigned by the parties
thereto.

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

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

                                 ARTICLE XV
                      SUBORDINATION OF DEBT SECURITIES

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

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

      The payment by the Company of the principal of, and premium, if any,
and interest 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


<PAGE>  53


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 principal of, or premium,
if any, or interest 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 account of the principal (and
premium, if any) or interest 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


<PAGE>  54


such Senior Indebtedness in full, in money or money's worth, after giving
effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness, before any payment or distribution is made to the
Securityholders.

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

      For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company
as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article XV with respect to the Debt Securities to the payment of all Senior
Indebtedness of the Company, that may at the time be outstanding, provided,
that (a) such Senior Indebtedness is assumed by the new corporation, if
any, resulting from any such reorganization or readjustment, and (b) the
rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment.
The consolidation of the Company with, or the merger of the Company into,
another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article IX 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 IX 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 the principal of (and premium, if any) and interest 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,


<PAGE>  55


and the holders of the Debt Securities be deemed to be a payment or
distribution by the Company to or on account of such Senior Indebtedness.
It is understood that the provisions of this Article XV are and are
intended solely for the purposes of defining the relative rights of the
holders of the Debt Securities, on the one hand, and the holders of such
Senior Indebtedness, on the other hand.

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

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

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

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

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

      The Company shall give prompt written notice to a Responsible Officer
of the Trustee at the Principal Office of the Trustee of any fact known to
the Company that would prohibit the making of any payment of moneys to or
by the Trustee in respect of the Debt Securities pursuant to the provisions
of this Article XV. Notwithstanding the provisions of this Article XV or
any other provision of this Indenture or any Additional Provisions, the
Trustee shall not be charged with knowledge of the existence of any facts
that would prohibit the making of any payment of moneys to or by the
Trustee in respect of the Debt Securities pursuant to the


<PAGE>  56


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>  57


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

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

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

      Wilmington Trust Company, 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>  58


      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.

                                  Mystic Financial, Inc.


                                  By: _____________________________________
                                      Ralph W. Dunham
                                      President and Chief Executive Officer


                                  WILMINGTON TRUST COMPANY,
                                   as Trustee


                                  By: _____________________________________
                                      Name:
                                      Title:


<PAGE>  59


                                                                  EXHIBIT A

      FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2032

                         [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) PURSUANT TO AN EXEMPTION FROM REGISTRATION TO
AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED
INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (D) 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 (C) OR (D) 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.

      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


<PAGE>  A-1


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 WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY
BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

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

      THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL
DEPOSIT INSURANCE CORPORATION (THE "FDIC"). THIS OBLIGATION IS SUBORDINATED
TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS
OF THE COMPANY, IS


<PAGE>  A-2


INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.


<PAGE>  A-3


          Floating Rate Junior Subordinated Debt Security due 2032

                                     of

                           MYSTIC FINANCIAL, INC.

      Mystic Financial, Inc., a financial holding company incorporated in
Delaware (the "Company"), for value received promises to pay to
[_______________________________________________] (the "Holder"), or
registered assigns, the principal sum of [___________________] Dollars
($[_______________]) on April 22, 2032, and to pay interest on said
principal sum from April 10, 2002, 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, semi-annually (subject to deferral as set
forth herein) in arrears on April 22 and October 22 of each year commencing
October 22, 2002, at a variable per annum rate equal to LIBOR (as defined
in the Indenture) plus 3.70% (the "Interest Rate") (provided, that the
applicable Interest Rate may not exceed 11.00% through the Interest Payment
Date in April, 2007) until the principal hereof shall have become due and
payable, and on any overdue principal and (without duplication and to the
extent that payment of such interest is enforceable under applicable law)
on any overdue installment of interest at an annual rate equal to the
Interest Rate in effect for each such Extension Period compounded semi-
annually. 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. In the event that any date on
which the principal or interest is payable on this Debt Security is not a
Business Day, then payment payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Debt
Security (or one or more Predecessor Securities, as defined in said
Indenture) is registered at the close of business on the regular record
date for such interest installment, except that interest and any Deferred
Interest payable on the Maturity Date shall be paid to the Person to whom
principal is paid. Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered
holders on such regular record date and may be paid to the Person in whose
name this Debt Security (or one or more Predecessor Debt Securities) is
registered at the close of business on a special record date to be fixed by
the Trustee for the payment of such defaulted interest, notice whereof
shall be given to the registered holders of the Debt Securities not less
than 10 days prior to such special record date, all as more fully provided
in the Indenture. The principal of and interest on this Debt Security shall
be payable at the office or agency of the Trustee (or other paying agent
appointed by the Company) maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts; provided, however,
that payment of interest may be made at the option of the Company by check
mailed to the registered holder at such address as shall appear in the Debt
Security Register or by wire transfer to an account appropriately
designated by the holder hereof. Notwithstanding the foregoing, so long as
the holder of this Debt Security is the Institutional Trustee, the payment
of the principal of and


<PAGE>  A-4


interest on this Debt Security will be made in immediately available funds
at such place and to such account as may be designated by the Trustee.

      So long as no Event of Default has occurred and is continuing, the
Company shall have the right, from time to time and without causing an
Event of Default, to defer payments of interest on the Debt Securities by
extending the interest payment period on the Debt Securities at any time
and from time to time during the term of the Debt Securities, for up to 10
consecutive semi-annual periods (each such extended interest payment
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 the Interest Rate, compounded semi-annually from the date
such Deferred Interest would have been payable were it not for the
Extension Period, both 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 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 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 (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 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
period, provided, that such period together with all such previous and
further consecutive extensions thereof shall not exceed 10 consecutive
semi-annual periods, or extend beyond the Maturity 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 each
installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Deferred Interest.


<PAGE>  A-5


The Company must give the Trustee notice of its election to begin such
Extension Period at least one Business Day prior to the earlier of (i) the
next succeeding date on which interest on the Debt Securities would have
been payable except for the election to begin such Extension Period or (ii)
the date such interest is payable, but in any event not later than the
related regular record date.

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

      The Company waives demand, presentment for payment, notice of
nonpayment, notice of protest, and all other 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>  A-6


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

                                       MYSTIC FINANCIAL, INC.


                                       By: ______________________________
                                           [Name]
                                           [Title]


Dated: ______________________, _____


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

      This is one of the Debt Securities referred to in the within-
mentioned Indenture.

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


                                       By: ____________________________
                                           Authorized Officer

Dated: ______________________, ____


<PAGE>  A-7


                        [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 April 10, 2002, duly executed and
delivered between the Company and Wilmington Trust Company, 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, this Debt Security may become
due and payable, in whole but not 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 April 22 or October 22 on or after April 22, 2007 (a
"Redemption Date"), at the Redemption Price.

      Any redemption pursuant to the preceding paragraph will be made,
subject to the receipt by the Company of prior approval from the Board of
Governors of the Federal Reserve System (the "Federal Reserve") if then
required under applicable capital guidelines or policies of the Federal
Reserve, upon not less than 30 days' nor more than 60 days' notice. If the
Debt Securities are only partially redeemed by the Company, the Debt
Securities will be redeemed pro rata or by lot or by any other method
utilized by the Trustee.

      "Redemption Price" means 100% of the principal amount of the Debt
Securities being redeemed plus accrued and unpaid interest on such Debt
Securities to the Redemption Date, or, in the case of a redemption due to
the occurrence of a Special Event, to the Special Redemption Date if such
Special Redemption Date is on or after April 22, 2007.

      "Special Redemption Price" means (1) if the Special Redemption Date
is before April 22, 2007, the greater of (a) 100% of the principal amount
of the Debt Securities being redeemed pursuant to Section 10.02 of the
Indenture or (b) as determined by a Quotation Agent, the sum of the present
values of the principal amount payable as part of the Redemption Price with
respect to a redemption as of April 22, 2007, together with the present
value of interest payments calculated at a fixed per annum rate of interest
equal to 9.95% over the Remaining Life of such Debt Securities, discounted
to the Special Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 0.50%,
plus, in the case of either (a) or (b), accrued and unpaid interest on such
Debt Securities to the Special Redemption Date and (2) if the Special
Redemption Date is on or after April 22, 2007, the Redemption Price for
such Special Redemption Date.

      "Comparable Treasury Issue" means, with respect to any Special
Redemption Date, the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the Remaining Life that
would be utilized, at the time of selection and in


<PAGE>  A-8


accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the Remaining Life. If
no United States Treasury security has a maturity which is within a period
from three months before to three months after April 22, 2007, the two most
closely corresponding United States Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Rate shall be interpolated
or extrapolated on a straight-line basis, rounding to the nearest month
using such securities.

      "Comparable Treasury Price" means (a) the average of five Reference
Treasury Dealer Quotations for such Special Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (b) if the Quotation Agent receives fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.

      "Primary Treasury Dealer" means a primary United States Government
securities dealer in New York City.

      "Quotation Agent" means Salomon Smith Barney Inc. and its successors;
provided, however, that if the foregoing shall cease to be a Primary
Treasury Dealer, the Company shall substitute therefor another Primary
Treasury Dealer.

      "Reference Treasury Dealer" means (i) the Quotation Agent and (ii)
any other Primary Treasury Dealer selected by the Trustee after
consultation with the Company.

      "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Special Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Special Redemption Date.

      "Treasury Rate" means (i) the yield, under the heading which
represents the average for the week immediately prior to the date of
calculation, appearing in the most recently published statistical release
designated H.15 (519) or any successor publication which is published
weekly by the Federal Reserve and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Remaining Life (if no maturity is within three months
before or after the Remaining Life, yields for the two published maturities
most closely corresponding to the Remaining Life shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such Special Redemption Date. The
Treasury Rate shall be calculated on the third Business Day preceding the
Special Redemption Date.


<PAGE>  A-9


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

      In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debt Securities may
be declared due and payable, and upon such declaration of acceleration
shall become due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.

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

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

      As provided in the Indenture and subject to certain limitations
herein and therein set forth, this Debt Security is transferable by the
registered holder hereof on the Debt Security Register of the Company, upon
surrender of this Debt Security for registration of transfer at the office
or agency of the Trustee in Wilmington, Delaware accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company
or the Trustee duly executed by the registered holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Debt Securities of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or
transferees. No service charge will be


<PAGE>  A-10


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 or on
account of the principal hereof and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any Authenticating
Agent nor any paying agent nor any transfer agent nor any Debt Security
registrar shall be affected by any notice to the contrary.

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

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

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

      THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE
DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


<PAGE>  A-11